Common use of Successor Agent Clause in Contracts

Successor Agent. The Agent may resign as such at any time upon at least thirty (30) days prior notice to the Borrower and each of the Lenders. If the Agent at any time shall resign or if the office of the Agent shall become vacant for any other reason, Majority Lenders shall, by written instrument, appoint successor agent(s) (“Successor Agent”) satisfactory to such Majority Lenders and, so long as no Default or Event of Default has occurred and is continuing, to the Borrower (which approval shall not be unreasonably withheld or delayed); provided, however that any such successor Agent shall be a bank or a trust company or other financial institution which maintains an office in the United States, or a commercial bank organized under the laws of the United States or any state thereof, or any Affiliate of such bank or trust company or other financial institution which is engaged in the banking business, and shall have a combined capital and surplus of at least $500,000,000. Such Successor Agent shall thereupon become the Agent hereunder, as applicable, and the 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 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 Borrower, is made and accepted, or if no such temporary successor is appointed as provided above by the resigning the Agent, the Majority Lenders shall thereafter perform all of the duties of the resigning the Agent hereunder until such appointment by the Majority Lenders and, if applicable, the Borrower, is made and accepted. Such Successor Agent shall succeed to all of the rights and obligations of the resigning Agent as if originally named. The resigning Agent shall duly assign, transfer and deliver to such Successor Agent all moneys at the time held by the resigning Agent hereunder after deducting therefrom its expenses for which it is entitled to be reimbursed hereunder. Upon such succession of any such Successor Agent, the resigning Agent shall be discharged from its duties and obligations, in its capacity as the Agent hereunder, except for its gross negligence or willful misconduct arising prior to its resignation hereunder, and the 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 be taken by it while it was acting as the Agent.

Successor Agent. The (a) Any Agent may resign as such at any time upon at least by giving thirty days’ (30or such shorter period as shall be agreed by the Required Lenders) days prior written notice thereof to Lenders, Lead Borrower, and the Borrower and each other Agent. Upon any such notice of resignation, Required Lenders shall have the Lenders. If the Agent at any time shall resign or if the office of the Agent shall become vacant for any other reasonright, Majority Lenders shall, by written instrument, appoint successor agent(s) (“Successor Agent”) satisfactory to such Majority Lenders and, so long as no Default or Event of Default has occurred and is continuing, to the Borrower with Lead Borrower’s consent (which approval consent shall not be unreasonably withheld or delayed) (other than during the existence of an Event of Default, provided that during the existence of an Event of Default, the Required Lenders shall give five (5) Business Days’ prior notice to Lead Borrower); provided, however that any such to appoint a successor Agent that is not a Disqualified Institution. If no successor shall be a bank or a trust company or other financial institution which maintains an office in have been so appointed by the United States, or a commercial bank organized under the laws of the United States or any state thereof, or any Affiliate of such bank or trust company or other financial institution which is engaged in the banking business, Required Lenders and shall have accepted such appointment within 30 days after the retiring Agent gives notice of its resignation, then the retiring Agent may, on behalf of Lenders, appoint a combined capital and surplus of at least $500,000,000. Such Successor successor Administrative Agent shall thereupon become or Collateral Agent meeting the Agent hereunderqualifications set forth above (including that such successor not be a Disqualified Institution), as applicable, from among Lenders. Upon the acceptance of any appointment as Administrative Agent or Collateral Agent, as applicable, hereunder by a successor Administrative Agent or Collateral Agent, as the case may be, that successor Administrative Agent or Collateral Agent, as applicable, shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring Agent, and the retiring Agent shall deliver promptly (i) transfer to such successor Administrative Agent or cause to be delivered to any successor agent such documents of transfer and assignment Collateral Agent, 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, all sums, Securities, and other items of Collateral held under the BorrowerCollateral Documents, is made together with all records and accepted, other documents necessary or if no such temporary successor is appointed as provided above by appropriate in connection with the resigning the Agent, the Majority Lenders shall thereafter perform all performance of the duties of the resigning the successor Administrative Agent hereunder until such appointment by the Majority Lenders andor Collateral Agent, if as applicable, under the BorrowerLoan Documents, is made and accepted. Such Successor Agent shall succeed to all of the rights and obligations of the resigning Agent as if originally named. The resigning Agent shall duly assign, transfer (ii) execute and deliver to such Successor successor Administrative 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 such succession of any such Successor or Collateral Agent, as applicable, such amendments to financing statements and take such other actions, as may be necessary or appropriate in connection with the resigning assignment to such successor Administrative Agent or Collateral Agent, as applicable, of the security interests created under the Collateral Documents, whereupon such retiring Agent shall be discharged from its duties and obligationsobligations hereunder. Notwithstanding the foregoing, in its capacity if no successor Administrative Agent or Collateral Agent, as applicable, has accepted an appointment by the retiring Agent, on behalf of the Lenders, within 30 days after the retiring Agent hereunderappoints such successor Agent, except for its gross negligence or willful misconduct arising prior to its such retiring Agent’s resignation hereundershall be deemed effective, and Lead Borrower shall appoint the successor Administrative Agent or Collateral Agent, as applicable, on behalf of the Lenders, without their further consent. After any retiring Agent’s resignation hereunder as Administrative Agent or Collateral Agent, as applicable, the provisions of this Article 12 IX shall continue in effect for the inure to its benefit of the resigning Agent in respect of as to any actions taken or omitted to be taken by it while it was acting Administrative Agent or Collateral Agent, as the Agentapplicable, hereunder.

Successor Agent. The Agent may resign as such at any time upon at least by giving not less than thirty (30) days' prior written notice thereof to Lenders and Borrower. Upon any such resignation, the Requisite Lenders shall have the right to appoint a successor Agent. If no successor Agent shall have been so appointed by the Requisite Lenders and shall have accepted such appointment within thirty (30) days prior after the resigning Agent's giving notice to of resignation, then the Borrower and each resigning Agent may, on behalf of the Lenders. If the Agent at any time shall resign or if the office of the Agent shall become vacant for any other reason, Majority Lenders shall, by written instrument, appoint a successor agent(s) (“Successor Agent”) satisfactory to such Majority Lenders and, so long as no Default or Event of Default has occurred and is continuing, to the Borrower (which approval shall not be unreasonably withheld or delayed); provided, however that any such successor Agent shall be a bank or Lender, if a trust company or other financial institution which maintains an office in the United StatesLender is willing to accept such appointment, or otherwise shall be a commercial bank or 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, or any Affiliate of such bank or trust company or other financial institution which is engaged in the banking business, State thereof and shall have has a combined capital and surplus of at least $500,000,000. Such Successor Agent shall thereupon become the Agent hereunder, as applicable, and the Agent shall deliver or cause to be delivered to any successor agent such documents of transfer and assignment as such Successor Agent may reasonably request300,000,000. If a Successor no successor Agent is not so has been appointed or does not accept pursuant to the foregoing, within thirty (30) days after the date such appointment before notice of resignation was given by the resigning Agent’s , such resignation becomes effective, shall become effective and the resigning Agent may appoint a temporary successor to act until such appointment by the Majority Lenders and, if applicable, the Borrower, is made and accepted, or if no such temporary successor is appointed as provided above by the resigning the Agent, the Majority 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 approval of Borrower, such approval not to be unreasonably withheld or delayed; provided that such approval shall not be required if a Default or 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 all the rights, powers, privileges and duties of the resigning Agent. Upon the earlier of the acceptance of any appointment as Agent hereunder until such appointment by a successor Agent or the Majority Lenders and, if applicable, the Borrower, is made and accepted. Such Successor Agent shall succeed to all of the rights and obligations effective date 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 such succession of any such Successor Agent's resignation, the resigning Agent shall be discharged from its duties and obligations, in its capacity as obligations under this Agreement and the Agent hereunderother Loan Documents, except for its gross negligence that any indemnity rights or willful misconduct arising prior to its other rights in favor of such resigning Agent shall continue. After any resigning Agent's resignation hereunder, and the provisions of this Article 12 Section 9 shall continue in effect for the inure to its benefit of the resigning Agent in respect of as to any actions taken or omitted to be taken by it while it was acting as Agent under this Agreement and the Agentother Loan Documents.

Successor Agent. The Agent may resign as such at any time upon at least by giving not less than thirty (30) days’ prior written notice thereof to Lenders and Borrower. Upon any such resignation, the Requisite Lenders shall have the right to appoint a successor Agent. If no successor Agent shall have been so appointed by the Requisite Lenders and shall have accepted such appointment within thirty (30) days prior after the resigning Agent’s giving notice to of resignation, then the Borrower and each resigning Agent may, on behalf of the Lenders. If the Agent at any time shall resign or if the office of the Agent shall become vacant for any other reason, Majority Lenders shall, by written instrument, appoint a successor agent(s) (“Successor Agent”) satisfactory to such Majority Lenders and, so long as no Default or Event of Default has occurred and is continuing, to the Borrower (which approval shall not be unreasonably withheld or delayed); provided, however that any such successor Agent shall be a bank or Lender, if a trust company or other financial institution which maintains an office in the United StatesLender is willing to accept such appointment, or otherwise shall be a commercial bank or 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, or any Affiliate of such bank or trust company or other financial institution which is engaged in the banking business, State thereof and shall have has a combined capital and surplus of at least $500,000,000. Such Successor Agent shall thereupon become the Agent hereunder, as applicable, and the Agent shall deliver or cause to be delivered to any successor agent such documents of transfer and assignment as such Successor Agent may reasonably request300,000,000. If a Successor no successor Agent is not so has been appointed or does not accept pursuant to the foregoing, within thirty (30) days after the date such appointment before notice of resignation was given by the resigning Agent’s , such resignation becomes effective, shall become effective and the resigning Agent may appoint a temporary successor to act until such appointment by the Majority Lenders and, if applicable, the Borrower, is made and accepted, or if no such temporary successor is appointed as provided above by the resigning the Agent, the Majority 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 approval of Borrower, such approval not to be unreasonably withheld or delayed; provided that such approval shall not be required if a Default or 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 all the rights, powers, privileges and duties of the resigning Agent. Upon the earlier of the acceptance of any appointment as Agent hereunder until such appointment by a successor Agent or the Majority Lenders and, if applicable, the Borrower, is made and accepted. Such Successor Agent shall succeed to all of the rights and obligations effective date 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 such succession of any such Successor Agent’s resignation, the resigning Agent shall be discharged from its duties and obligations, in its capacity as obligations under this Agreement and the Agent hereunderother Loan Documents, except for its gross negligence that any indemnity rights or willful misconduct arising prior to its other rights in favor of such resigning Agent shall continue. After any resigning Agent’s resignation hereunder, and the provisions of this Article 12 Section 9 shall continue in effect for the inure to its benefit of the resigning Agent in respect of as to any actions taken or omitted to be taken by it while it was acting as Agent under this Agreement and the Agentother Loan Documents.

Successor Agent. The Agent may resign as such at any time upon at least thirty (30) days by giving not less than 30 days' prior written notice thereof to Lenders and Borrower. Upon any such resignation, the Borrower Requisite Lenders shall have the right to appoint a successor Agent, which successor Agent, absent the occurrence and each continuance of the Lenders. If the Agent at any time shall resign or if the office of the Agent shall become vacant for any other reason, Majority Lenders shall, by written instrument, appoint successor agent(s) (“Successor Agent”) satisfactory to such Majority Lenders and, so long as no Default or an Event of Default has occurred and is continuingDefault, shall be acceptable to the Borrower (which approval shall Borrower, such acceptance not to be unreasonably withheld or delayed); provided, however that any such . If no successor Agent shall have been so appointed by the Requisite Lenders and shall have accepted such appointment within 30 days after the resigning Agent's giving notice of resignation, then the resigning Agent may, on behalf of Lenders, appoint a successor Agent, which shall be a bank or Lender, if a trust company or other financial institution which maintains an office in the United StatesLender is willing to accept such appointment, or otherwise shall be a commercial bank or 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, or any Affiliate of such bank or trust company or other financial institution which is engaged in the banking business, State thereof and shall have has a combined capital and surplus of at least $500,000,000. Such Successor Agent shall thereupon become the Agent hereunder, as applicable, and the Agent shall deliver or cause to be delivered to any successor agent such documents of transfer and assignment as such Successor Agent may reasonably request300,000,000. If a Successor no successor Agent is not so has been appointed or does not accept pursuant to the foregoing, within 30 days after the date such appointment before notice of resignation was given by the resigning Agent’s , such resignation becomes effective, shall become effective and the resigning Agent may appoint a temporary successor to act until such appointment by the Majority Lenders and, if applicable, the Borrower, is made and accepted, or if no such temporary successor is appointed as provided above by the resigning the Agent, the Majority 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 approval of Borrower, such approval not to be unreasonably withheld or delayed; provided, that such approval shall not be required if a Default or 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 all the rights, powers, privileges and duties of the resigning Agent. Upon the earlier of the acceptance of any appointment as Agent hereunder until such appointment by a successor Agent or the Majority Lenders and, if applicable, the Borrower, is made and accepted. Such Successor Agent shall succeed to all of the rights and obligations effective date 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 such succession of any such Successor Agent's resignation, the resigning Agent shall be discharged from its duties and obligations, in its capacity as obligations under this Agreement and the Agent hereunderother Loan Documents, except for its gross negligence that any indemnity rights or willful misconduct arising prior to its other rights in favor of such resigning Agent shall continue. After any resigning Agent's resignation hereunder, and the provisions of this Article 12 Section 9 shall continue in effect for the inure to its benefit of the resigning Agent in respect of as to any actions taken or omitted to be taken by it while it was acting as Agent under this Agreement and the Agentother Loan Documents.

Successor Agent. The Agent may resign as such at any time upon at least by giving not less than thirty (30) days days’ prior written notice thereof to Lenders and Borrower Representative. Upon any such resignation, the Borrower and each of Requisite Lenders shall have the Lendersright to appoint a successor Agent. If the Agent at any time shall resign or if the office of the Agent shall become vacant for any other reason, Majority Lenders shall, by written instrument, appoint successor agent(s) (“Successor Agent”) satisfactory to such Majority Lenders and, so long as no Default or Event of Default has occurred and is continuing, to the Borrower (which approval shall not be unreasonably withheld or delayed); provided, however that any such successor Agent shall have been so appointed by the Requisite Lenders and shall have accepted such appointment within 30 days after the resigning Agent’s giving notice of resignation, then the resigning Agent may, on behalf of Lenders, appoint a successor Agent, which shall be a bank or Lender, if a trust company or other financial institution which maintains an office in the United StatesLender is willing to accept such appointment, or otherwise shall be a commercial bank or 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, or any Affiliate of such bank or trust company or other financial institution which is engaged in the banking business, State thereof and shall have has a combined capital and surplus of at least $500,000,000. Such Successor Agent shall thereupon become the Agent hereunder, as applicable, and the Agent shall deliver or cause to be delivered to any successor agent such documents of transfer and assignment as such Successor Agent may reasonably request300,000,000. If a Successor no successor Agent is not so has been appointed or does not accept pursuant to the foregoing, within thirty (30) days after the date such appointment before notice of resignation was given by the resigning Agent’s , such resignation becomes effective, shall become effective and the resigning Agent may appoint a temporary successor to act until such appointment by the Majority Lenders and, if applicable, the Borrower, is made and accepted, or if no such temporary successor is appointed as provided above by the resigning the Agent, the Majority 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 approval of Borrower Representative, such approval not to be unreasonably withheld or delayed; provided, that such approval shall not be required if a Default or 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 all the rights, powers, privileges and duties of the resigning Agent. Upon the earlier of the acceptance of any appointment as Agent hereunder until such appointment by a successor Agent or the Majority Lenders and, if applicable, the Borrower, is made and accepted. Such Successor Agent shall succeed to all of the rights and obligations effective date 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 such succession of any such Successor Agent’s resignation, the resigning Agent shall be discharged from its duties and obligations, in its capacity as obligations under this Agreement and the Agent hereunderother Loan Documents, except for its gross negligence that any indemnity rights or willful misconduct arising prior to its other rights in favor of such resigning Agent shall continue. After any resigning Agent’s resignation hereunder, and the provisions of this Article 12 Section 9 shall continue in effect for the inure to its benefit of the resigning Agent in respect of as to any actions taken or omitted to be taken by it while it was acting as Agent under this Agreement and the other Loan Documents. Agent may be 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 have waived and released any and all claims they may have against Agent.

Successor Agent. The Agent may resign as such at any time upon at least thirty (30) 30 days prior notice to the Borrower Company and each of the Lendersall Banks. If the Agent at any time shall resign or if the office of the Agent shall become vacant for any other reason, Majority Lenders Banks shall, by written instrument, appoint successor agent(s) (“Successor Agent”) satisfactory to such Majority Lenders Banks, and, so long as no Default or Event of Default has occurred and is continuing, to Company. Such successor agent shall thereupon become the Borrower (which approval Agent hereunder, as applicable, and shall not be unreasonably withheld or delayed); provided, however that any entitled to receive from the prior Agent such documents of transfer and assignment as such successor Agent may reasonably request. Any such successor Agent shall be a bank or a trust company or other financial institution which maintains an office in the United States, or a commercial bank organized under the laws of the United States or any state thereof, or any Affiliate of such bank or trust company or other financial institution which is engaged in the banking business, thereof and shall have a combined capital and surplus of at least $500,000,000. Such Successor Agent shall thereupon become the Agent hereunder, as applicable, and the 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 successor is not so appointed or does not accept such appointment before the resigning Agent’s '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 Borrower, Banks is made and accepted, accepted or if no such temporary successor is appointed as provided above by the resigning the Agent, the Majority Lenders Banks shall thereafter perform all of the duties of the resigning the Agent hereunder until such appointment by the Majority Lenders and, if applicable, the Borrower, Banks is made and accepted. Such Successor successor Agent shall succeed to all of the rights and obligations of the resigning Agent as if originally named. The resigning Agent shall duly assign, transfer and deliver to such Successor 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 hereunderreimbursed. Upon such succession of any such Successor successor Agent, the resigning Agent agent shall be discharged from its duties and obligations, in its capacity as the Agent obligations hereunder, except for its gross negligence or willful wilful misconduct arising prior to its resignation hereunder, and the provisions of this Article 12 13 shall continue in effect for the benefit of the resigning Agent in respect of any actions taken or omitted to be taken by it while it was acting as the Agent.

Successor Agent. The Each Agent may resign as such at any time upon at least thirty (30) days 30 days’ prior notice to the Lenders, the Issuing Bank and Borrower. Upon any such resignation, the Required Lenders shall have the right, with the consent of Borrower and each of (not to be unreasonably withheld or delayed), to appoint a successor Agent from among the Lenders. If the Agent at any time ; provided, that no consent of Borrower shall resign or be required if the office of the Agent shall become vacant for any other reason, Majority Lenders shall, by written instrument, appoint successor agent(s) (“Successor Agent”) satisfactory to such Majority Lenders and, so long as no Default or an Event of Default has occurred and is continuing. If no successor shall have been so appointed by the Required Lenders and shall have accepted such appointment within 30 days after the retiring Agent gives notice of its resignation, to then the retiring Agent may, on behalf of the Lenders and the Issuing Bank, appoint a successor Agent with the consent of Borrower (which approval shall not to be unreasonably withheld or delayed); provided, however that any such which successor Agent shall be a bank or a trust company or other financial commercial banking institution which maintains an office in the United States, or a commercial bank organized under the laws of the United States (or any state State thereof) or a United States branch or agency of a commercial banking institution, or any Affiliate of such bank or trust company or other financial institution which is engaged in the banking businesseach case, and shall have a having combined capital and surplus of at least $500,000,000. Such Successor 250 million; provided, that no consent of Borrower shall be required if an Event of Default has occurred and is continuing; provided, further that if such retiring Agent is unable to find a commercial banking institution which is willing to accept such appointment and which meets the qualifications set forth above, the retiring Agent’s resignation shall nevertheless thereupon become the Agent hereunder, as applicableeffective, and the 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 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 Borrower, is made and accepted, or if no such temporary successor is appointed as provided above by the resigning the Agent, the Majority Lenders shall thereafter assume and perform all of the duties of the resigning the Agent hereunder until such appointment by the Majority Lenders andtime, if applicableany, as the BorrowerRequired Lenders appoint a successor Agent. Upon the acceptance of its appointment as an Agent hereunder by a successor, is made and accepted. Such Successor Agent such successor shall succeed to and become vested with all the rights, powers, privileges and duties of the rights and obligations of the resigning Agent as if originally named. The resigning Agent shall duly assign, transfer and deliver to such Successor Agent all moneys at the time held by the resigning Agent hereunder after deducting therefrom its expenses for which it is entitled to be reimbursed hereunder. Upon such succession of any such Successor retiring Agent, and the resigning retiring Agent shall be discharged from its duties and obligations, in its capacity obligations hereunder. The fees payable by Borrower to a successor Agent shall be the same as the Agent hereunder, except for its gross negligence or willful misconduct arising prior those payable to its predecessor unless otherwise agreed between Borrower and such successor. After an Agent’s resignation hereunder, and the provisions of this Article 12 X and Section 11.03 shall continue in effect for the benefit of the resigning Agent such retiring Agent, its sub-agents and their respective Affiliates in respect of any actions taken or omitted to be taken by it any of them while it was acting as the Agent.

Successor Agent. The Agent may resign as such at any time upon give notice of its resignation to Lenders and Borrower, which resignation shall not be effective until the time at least which the majority of the Lenders have delivered to Agent their written consent to such resignation. Upon receipt of any such notice of resignation, the Lenders shall have the right, in consultation with Borrower, to appoint a successor, which shall be a financial institution with an office in the State of California, or an Affiliate of any such bank with an office in the State of California. If no such successor shall have been so appointed by the Lenders and shall have accepted such appointment within thirty (30) days prior notice to after the Borrower and each retiring Agent has received the written consent of the Lenders. If the Agent at any time shall resign or if the office majority of the Lenders to such resignation, then the retiring Agent shall become vacant for any other reason, Majority Lenders shall, by written instrumentmay on behalf of Lenders, appoint a successor agent(s) (“Successor Agent”) satisfactory to such Majority Lenders and, so long as Agent meeting the qualifications set forth above; provided that in no Default or Event of Default has occurred and is continuing, to the Borrower (which approval event shall not be unreasonably withheld or delayed); provided, however that any such successor Agent shall be a bank or a trust company or other financial institution which maintains an office in Defaulting Lender and provided further that if the United States, or a commercial bank organized under the laws of the United States or any state thereof, or any Affiliate of such bank or trust company or other financial institution which is engaged in the banking business, and shall have a combined capital and surplus of at least $500,000,000. Such Successor retiring Agent shall thereupon 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 Agent hereunder, as applicable, and the 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 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 Borrower, is made and accepted, or if no such temporary successor is appointed as provided above by the resigning the Agent, the Majority Lenders shall thereafter perform all of the duties of the resigning the Agent hereunder until such appointment by the Majority Lenders and, if applicable, the Borrower, is made and accepted. Such Successor Agent shall succeed to all of the rights and obligations of the resigning Agent as if originally named. The resigning Agent shall duly assign, transfer and deliver to such Successor Agent all moneys at the time held by the resigning Agent hereunder after deducting therefrom its expenses for which it is entitled to be reimbursed hereunder. Upon such succession of any such Successor Agent, the resigning retiring Agent shall be discharged from its duties and obligationsobligations hereunder and under the other Loan Documents (except that in the case of any collateral security held by Agent on behalf of the Lenders under any of the Loan Documents, in its capacity the 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 the Lenders appoint a successor Agent as provided for above in this Section 9.9. Upon the acceptance of a successor’s appointment as Agent hereunder, except for such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring (or retired) Agent, and the retiring Agent shall be discharged from all of its gross negligence duties and obligations hereunder or willful misconduct arising prior under the other Loan Documents (if not already discharged therefrom as provided above in this Section 9.9). The fees payable by Borrower to a successor Agent shall be the same as those payable to its predecessor unless otherwise agreed between Borrower and such successor. After the retiring Agent’s resignation hereunderhereunder and under the other Loan Documents, and the provisions of this Article 12 Section 9 shall continue in effect for the benefit of the resigning Agent such retiring Agent, its sub-agents and their respective Indemnified Persons in respect of any actions taken or omitted to be taken by it any of them while it the retiring Agent was acting as the Agent.

Successor Agent. The Administrative Agent may resign as such at any time Administrative Agent upon at least thirty (30) days prior ten days’ notice to the Borrower Lenders and each the Borrower. Any such resignation by the Administrative Agent hereunder shall also constitute its resignation as an Issuing Bank and the Swingline Lender, in which case the resigning Administrative Agent (x) shall not be required to issue any further Letters of Credit or make any additional Swingline Loans hereunder and (y) shall maintain all of its rights as Issuing Bank or Swingline Lender, as the Lenderscase may be, with respect to any Letters of Credit issued by it, or Swingline Loans made by it, prior to the date of such resignation. If the Administrative Agent at any time resigns as the Administrative Agent under this Agreement and the other Loan Documents, then the Required Lenders shall resign or if appoint from among the office of Lenders a successor agent for the Agent Lenders, which successor agent shall become vacant for any other reason, Majority Lenders shall, by written instrument, appoint successor agent(s) (“Successor Agent”) satisfactory to such Majority Lenders and, so long as no Default or unless a Specified Event of Default has shall have occurred and is be continuing, ) be subject to approval by the Borrower (which approval shall not be unreasonably withheld or delayed); provided, however that any whereupon such successor agent shall succeed to the rights, powers and duties of the Administrative Agent, and the reference to the resigning Administrative Agent means such successor agent effective upon such appointment and approval, and the former Administrative Agent’s rights, powers and duties as Agent shall be a bank terminated, without any other or a trust company further act or other financial institution which maintains an office in deed on the United States, part of such former Administrative Agent or a commercial bank organized under the laws any of the United States parties to this Agreement or any state thereofholders of the Loans. If no successor agent has accepted appointment as Administrative Agent by the date that is ten days following a retiring Administrative Agent’s notice of resignation, or any Affiliate of such bank or trust company or other financial institution which is engaged in the banking business, and retiring Administrative Agent’s resignation shall have a combined capital and surplus of at least $500,000,000. Such Successor Agent shall nevertheless thereupon become the Agent hereunder, as applicableeffective, and the retiring Administrative Agent shall deliver or cause to be delivered to any hereunder shall, on behalf of the Lenders and the Issuing Bank appoint a successor agent such documents which shall (unless a Specified Event of transfer Default shall have occurred and assignment as such Successor Agent may reasonably requestbe continuing) be subject to approval by the Borrower (which approval shall not be unreasonably withheld or delayed). If a Successor Agent is not so appointed or does not accept such appointment before the resigning After any retiring Administrative 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 Borrower, is made and accepted, or if no such temporary successor is appointed as provided above by the resigning the Administrative Agent, the Majority Lenders shall thereafter perform all of the duties of the resigning the Agent hereunder until such appointment by the Majority Lenders and, if applicable, the Borrower, is made and accepted. Such Successor Agent shall succeed to all of the rights and obligations of the resigning Agent as if originally named. The resigning Agent shall duly assign, transfer and deliver to such Successor Agent all moneys at the time held by the resigning Agent hereunder after deducting therefrom its expenses for which it is entitled to be reimbursed hereunder. Upon such succession of any such Successor Agent, the resigning Agent shall be discharged from its duties and obligations, in its capacity as the Agent hereunder, except for its gross negligence or willful misconduct arising prior to its resignation hereunder, and the provisions of this Article 12 Section 9.09 shall continue in effect for the inure to its benefit of the resigning Agent in respect of as to any actions taken or omitted to be taken by it while it was acting as Administrative Agent under this Agreement and the Agentother Loan Documents.

Successor Agent. The Agent may resign as such at any time upon at least thirty (30) days prior by delivering notice of such resignation to the Borrower Lenders and each of the LendersBorrower, effective on the date set forth in such notice. Upon any such resignation, the Requisite Lenders shall have the right to appoint a successor Agent. If the Agent at any time shall resign or if the office of the Agent shall become vacant for any other reason, Majority Lenders shall, by written instrument, appoint successor agent(s) (“Successor Agent”) satisfactory to such Majority Lenders and, so long as no Default or Event of Default has occurred and is continuing, to the Borrower (which approval shall not be unreasonably withheld or delayed); provided, however that any such successor Agent shall have been so appointed by the Requisite Lenders and shall have accepted such appointment within 30 days after the resigning Agent’s giving notice of resignation, then the resigning Agent may, on behalf of Lenders, appoint a successor Agent, which shall be a bank or Lender, if a trust company or other financial institution which maintains an office in the United StatesLender is willing to accept such appointment, or otherwise shall be a commercial bank or 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, or any Affiliate of such bank or trust company or other financial institution which is engaged in the banking business, State thereof and shall have has a combined capital and surplus of at least $500,000,000. Such Successor Agent shall thereupon become the Agent hereunder, as applicable, and the Agent shall deliver or cause to be delivered to any successor agent such documents of transfer and assignment as such Successor Agent may reasonably request300,000,000. If a Successor no successor Agent is not so has been appointed or does not accept pursuant to the foregoing, within 30 days after the date such appointment before notice of resignation was given by 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 Borrower, is made and accepted, or if no such temporary successor is appointed as provided above by the resigning the Agent, the Majority 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. Upon the acceptance of any appointment as Agent hereunder by a successor Agent, such successor Agent shall succeed to and become vested with all the rights, powers, privileges and duties of the resigning Agent. Upon the earlier of the acceptance of any appointment as Agent hereunder until such appointment by a successor Agent or the Majority Lenders and, if applicable, the Borrower, is made and accepted. Such Successor Agent shall succeed to all of the rights and obligations effective date 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 such succession of any such Successor Agent’s resignation, the resigning Agent shall be discharged from its duties and obligations, in its capacity as obligations under this Agreement and the Agent hereunderother Debt Documents, except for its gross negligence that any indemnity rights or willful misconduct arising prior to its other rights in favor of such resigning Agent shall continue. After any resigning Agent’s resignation hereunder, and the provisions of this Article 12 Section 9 shall continue in effect for the inure to its benefit of the resigning Agent in respect of as to any actions taken or omitted to be taken by it while it was acting as Agent under this Agreement and the Agentother Debt Documents.

Successor Agent. The Agent may resign as such at any time upon at least thirty (30) days prior notice to the Borrower and each of the Lenders. If the Agent at any time shall resign or if the office of the Agent shall become vacant for any other reason, Majority Lenders shall, by written instrument, appoint successor agent(s) (“Successor Agent”) satisfactory to such Majority Lenders and, so long as no Default or Event of Default has occurred and is continuing, to the Borrower (which approval shall not be unreasonably withheld or delayed); provided, however that any such successor Agent shall be a bank or a trust company or other financial institution which maintains an office in the United States, or a commercial bank organized under the laws of the United States or any state thereof, or any Affiliate of such bank or trust company or other financial institution which is engaged in the banking business, and shall have a combined capital and surplus of at least $500,000,000. Such Successor Agent shall thereupon become the Agent hereunder, as applicable, and the 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 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 Borrower, is made and accepted, or if no such temporary successor is appointed as provided above by the resigning the Agent, the Majority Lenders shall thereafter perform all of the duties of the resigning the Agent hereunder until such appointment by the Majority Lenders and, if applicable, the Borrower, is made and accepted. Such Successor Agent shall succeed to all of the rights and obligations of the resigning Agent as if originally named. The resigning Agent shall duly assign, transfer and deliver to such Successor Agent all moneys at the time held by the resigning Agent hereunder after deducting therefrom its expenses for which it is entitled to be reimbursed hereunder. Upon such succession of any such Successor Agent, the resigning Agent shall be discharged from its duties and obligations, in its capacity as the Agent hereunder, except for its gross negligence or willful misconduct arising prior to its resignation hereunder, and the 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 be taken by it while it was acting as the Agent.

Successor Agent. The Agent may resign as such at any time as Agent under the Loan Documents by giving 30-days' prior written notice thereof to Lenders and Borrower. Agent may be removed as Agent under the Loan Documents for good cause by all Lenders (other than the Lender then acting as Agent) upon at least thirty (30) days -days' prior written notice to Agent. Upon any such resignation or removal, the Borrower and each Requisite Lenders (other than the Lender then acting as Agent, in the case of the Lenders. If removal of Agent under the immediately preceding sentence) shall have the right to appoint a successor Agent at any time shall resign or if the office of the Agent shall become vacant for any other reason, Majority Lenders which appointment shall, by written instrument, appoint successor agent(s) (“Successor Agent”) satisfactory to such Majority Lenders and, so long as provided no Default or Event of Default has occurred and is continuingexists, be subject to the Borrower (Borrower's approval, which approval shall not be unreasonably withheld or delayeddelayed (except that Borrower shall, in all events, be deemed to have approved each Lender and its affiliates as a successor Agent); provided. If no successor Agent shall have been so appointed in accordance with the immediately preceding sentence, however that and shall have accepted such appointment, within 30 days after the resigning Agent's giving of notice of resignation or Lenders' removal of the resigning Agent, then the resigning or removed Agent may, on behalf of Lenders, appoint a successor Agent, which shall be a Lender, if any Lender shall be willing to serve, and otherwise shall be a commercial bank or financial institution having total combined assets of at least $35,000,000,000. Upon the acceptance of any appointment as Agent hereunder by a successor Agent, such successor Agent shall be a bank or a trust company or other financial institution which maintains an office in thereupon succeed to and become vested with all the United Statesrights, or a commercial bank organized under the laws powers, privileges and duties of the United States retiring or any state thereof, or any Affiliate of such bank or trust company or other financial institution which is engaged in the banking business, and shall have a combined capital and surplus of at least $500,000,000. Such Successor Agent shall thereupon become the Agent hereunder, as applicableremoved Agent, and the Agent shall deliver retiring 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 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 Borrower, is made and accepted, or if no such temporary successor is appointed as provided above by the resigning the Agent, the Majority Lenders shall thereafter perform all of the duties of the resigning the Agent hereunder until such appointment by the Majority Lenders and, if applicable, the Borrower, is made and accepted. Such Successor Agent shall succeed to all of the rights and obligations of the resigning Agent as if originally named. The resigning Agent shall duly assign, transfer and deliver to such Successor Agent all moneys at the time held by the resigning Agent hereunder after deducting therefrom its expenses for which it is entitled to be reimbursed hereunder. Upon such succession of any such Successor Agent, the resigning removed Agent shall be discharged from its duties and obligationsobligations under the Loan Documents. After any Agent's resignation or removal hereunder as Agent, in its capacity as the Agent hereunder, except for its gross negligence or willful misconduct arising prior to its resignation hereunder, and the provisions of this Article 12 XI shall continue in effect for the to inure to its benefit of the resigning Agent in respect of as to any actions taken or omitted to be taken by it while it was acting as Agent under the AgentLoan Documents. Notwithstanding the foregoing, under no circumstances shall Agent be a direct competitor of Borrower.

Successor Agent. The Agent may resign as such at any time upon at least by giving not less than thirty (30) days' prior written notice thereof to Lenders and Borrowers. Upon any such resignation, the Requisite Lenders shall have the right to appoint a successor Agent. If no successor Agent shall have been so appointed by the Requisite Lenders and shall have accepted such appointment within thirty (30) days prior after the resigning Agent's giving notice to of resignation, then the Borrower and each resigning Agent may, on behalf of the Lenders. If the Agent at any time shall resign or if the office of the Agent shall become vacant for any other reason, Majority Lenders shall, by written instrument, appoint successor agent(s) (“Successor Agent”) satisfactory to such Majority Lenders and, so long as no Default or Event of Default has occurred and is continuing, to the Borrower (which approval shall not be unreasonably withheld or delayed); provided, however that any such a successor Agent which shall be a bank or Lender, if a trust company or other financial institution which maintains an office in the United StatesLender is willing to accept such appointment, or otherwise shall be a commercial bank or financial institution or other entity whose business includes making commercial loans, in each case, organized under the laws of the United States or of any state thereofthereof or of Canada or of any province thereof or named in Schedule III to the Bank Act (Canada), or any Affiliate of such bank or trust company or other financial institution which is engaged in as the banking businesscase may be, and shall have has a combined capital and surplus of at least $500,000,000. Such Successor Agent shall thereupon become the Agent hereunder, as applicable, and the Agent shall deliver or cause to be delivered to any successor agent such documents of transfer and assignment as such Successor Agent may reasonably requestUS$100,000,000. If a Successor no successor Agent is not so has been appointed or does not accept pursuant to the foregoing, within thirty (30) days after the date such appointment before notice of resignation was given by the resigning Agent’s , such resignation becomes effective, shall become effective and the resigning Agent may appoint a temporary successor to act until such appointment by the Majority Lenders and, if applicable, the Borrower, is made and accepted, or if no such temporary successor is appointed as provided above by the resigning the Agent, the Majority 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 approval of Borrowers, such approval not to be unreasonably withheld or delayed; provided, that such approval shall not be required during such time that a Default or 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 all the rights, powers, privileges and duties of the resigning Agent. Upon the earlier of the acceptance of any appointment as Agent hereunder until such appointment by a successor Agent on the Majority Lenders and, if applicable, the Borrower, is made and accepted. Such Successor Agent shall succeed to all of the rights and obligations effective date 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 such succession of any such Successor Agent's resignation, the resigning Agent shall be discharged from its duties and obligations, in its capacity as obligations under this Agreement and the Agent hereunderother Loan Documents, except for its gross negligence that any indemnity rights or willful misconduct arising prior to its other rights in favor of such resigning Agent shall continue. After any resigning Agent's resignation hereunder, and the provisions of this Article 12 Section 9 shall continue in effect for the inure to its benefit of the resigning Agent in respect of as to any actions taken or omitted to be taken by it while it was acting as Agent under this Agreement and the Agentother Loan Documents.

Successor Agent. The Agent may resign as such at any time upon at least thirty (30) days prior by delivering notice of such resignation to the Borrower Lenders and each Borrower, effective on the date set forth in such notice. If Agent delivers any such notice, the Required Lenders shall have the right to appoint a successor Agent. If, after 30 days after the date of the retiring Agent’s notice of resignation, no successor Agent has been appointed by the Required Lenders that has accepted such appointment, then the retiring Agent may, on behalf of the Lenders. If , appoint a successor Agent from among the Agent at any time shall resign or Lenders, provided that, if the office of the Agent shall become vacant for any other reason, Majority Lenders shall, by written instrument, appoint successor agent(s) (“Successor Agent”) satisfactory to such Majority Lenders and, so long as no Default or Event of Default has occurred and is continuing, to the notify Borrower (which approval shall not be unreasonably withheld or delayed); provided, however that any such successor Agent shall be a bank or a trust company or other financial institution which maintains an office in the United States, or a commercial bank organized under the laws of the United States or any state thereof, or any Affiliate of such bank or trust company or other financial institution which is engaged in the banking business, and shall have a combined capital and surplus of at least $500,000,000. Such Successor Agent shall thereupon become the Agent hereunder, as applicable, and the Agent Lenders that no qualifying Person has accepted such appointment, then such resignation shall deliver or cause to be delivered to any successor agent nonetheless become effective in accordance with such documents of transfer and assignment as such Successor Agent may reasonably requestnotice. If a Successor Agent is not so appointed or does not accept such appointment before Effective immediately upon its resignation, (a) 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 Borrower, is made and accepted, or if no such temporary successor is appointed as provided above by the resigning the Agent, the Majority Lenders shall thereafter perform all of the duties of the resigning the Agent hereunder until such appointment by the Majority Lenders and, if applicable, the Borrower, is made and accepted. Such Successor Agent shall succeed to all of the rights and obligations of the resigning Agent as if originally named. The resigning Agent shall duly assign, transfer and deliver to such Successor Agent all moneys at the time held by the resigning Agent hereunder after deducting therefrom its expenses for which it is entitled to be reimbursed hereunder. Upon such succession of any such Successor Agent, the resigning retiring Agent shall be discharged from its duties and obligationsobligations under the Loan Documents, in its capacity (b) the Lenders shall assume and perform all of the duties of Agent until a successor Agent shall have accepted a valid appointment hereunder and all payments, communications and determinations provided to be made by, to or through Agent shall instead be made by or to each Lender directly until such time as the Required Lenders appoint a successor Agent hereunderas provided for above in this paragraph, except for (c) the retiring Agent and its gross negligence or willful misconduct arising prior to its resignation hereunder, and the provisions of this Article 12 Related Persons shall continue in effect for no longer have the benefit of the resigning Agent in any provision of any Loan Document other than with respect of to any actions taken or omitted to be taken by it while it was such retiring Agent was, or because such Agent had been, validly acting as Agent under the Loan Documents, and (d) subject to its rights under Section 13.2(b), the retiring Agent shall take such action as may be reasonably necessary to assign to the successor Agent its rights as Agent under the Loan Documents. Effective immediately upon its acceptance of a valid appointment as Agent, a successor Agent shall succeed to, and become vested with, all of the rights, powers, privileges and duties of the retiring Agent under the Loan Documents.

Successor Agent. The Either Agent may resign as such at any time upon at least thirty (30) days by giving not less than 30 days’ prior written notice thereof to Lenders and Borrower. Upon any such resignation, the Borrower and Required Lenders shall have the right, with the prior consent of each of the Lendersother Agent, to appoint a successor Administrative Agent or Collateral Agent, as applicable. If the Agent at any time shall resign or if the office of the Agent shall become vacant for any other reason, Majority Lenders shall, by written instrument, appoint successor agent(s) (“Successor Agent”) satisfactory to such Majority Lenders and, so long as no Default or Event of Default has occurred and is continuing, to the Borrower (which approval shall not be unreasonably withheld or delayed); provided, however that any such successor Agent shall have been so appointed by the Required Lenders and other Agents and shall have accepted such appointment within 30 days after the resigning Agent’s giving notice of resignation, then the resigning Agent may, on behalf of Lenders (including any Lender in its capacity as a counterparty to a Hedging Agreement), appoint a successor Agent, which shall be a bank or Lender, if a trust company or other financial institution which maintains an office in the United StatesLender is willing to accept such appointment, or otherwise shall be a commercial bank or 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, or any Affiliate of such bank or trust company or other financial institution which is engaged in the banking business, State thereof and shall have has a combined capital and surplus of at least $500,000,000. Such Successor If no successor Agent shall thereupon become has been appointed pursuant to the Agent hereunderforegoing, as applicable, and within 30 days after the Agent shall deliver or cause to be delivered to any successor agent date such documents notice 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 resignation was given by the resigning Agent’s , such resignation becomes effective, shall become effective and the resigning Agent may appoint a temporary successor to act until such appointment by the Majority Lenders and, if applicable, the Borrower, is made and accepted, or if no such temporary successor is appointed as provided above by the resigning the Agent, the Majority Required Lenders shall thereafter perform all the duties of such resigning Agent hereunder until such time, if any, as the Required Lenders appoint a successor Agent as provided above. Any successor Agent appointed by Required Lenders and Agents hereunder shall be subject to the approval of Borrower, such approval not to be unreasonably withheld or delayed; provided that such approval shall not be required if an Event of Default has occurred and is continuing. Upon the acceptance of any appointment as Administrative Agent or Collateral Agent, as applicable, hereunder by a successor Agent, such successor Agent shall succeed to and become vested with all the rights, powers, privileges and duties of the resigning Agent. Upon the earlier of the acceptance of any appointment as Agent hereunder until such appointment by a successor Agent or the Majority Lenders and, if applicable, the Borrower, is made and accepted. Such Successor Agent shall succeed to all of the rights and obligations effective date 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 such succession of any such Successor Agent’s resignation, the resigning Agent shall be discharged from its duties and obligations, in its capacity as obligations under this Agreement and the Agent hereunderother Financing Agreements, except for its gross negligence that any indemnity rights or willful misconduct arising prior to its other rights in favor of such resigning Agent shall continue. After any resigning Agent’s resignation hereunder, and the provisions of this Article Section 12 shall continue in effect for the inure to its benefit of the resigning Agent in respect of as to any actions taken or omitted to be taken by it while it was acting as Agent under this Agreement and the Agentother Financing Agreements.

Successor Agent. The Agent may resign as such at any time upon at least by giving not less than thirty (30) days' prior written notice thereof to Lenders and Borrower Representative. Upon any such resignation, the Requisite Lenders shall have the right to appoint a successor Agent. If no successor Agent shall have been so appointed by the Requisite Lenders and shall have accepted such appointment within thirty (30) days prior after the resigning Agent's giving notice to of resignation, then the Borrower and each resigning Agent may, on behalf of the Lenders. If the Agent at any time shall resign or if the office of the Agent shall become vacant for any other reason, Majority Lenders shall, by written instrument, appoint a successor agent(s) (“Successor Agent”) satisfactory to such Majority Lenders and, so long as no Default or Event of Default has occurred and is continuing, to the Borrower (which approval shall not be unreasonably withheld or delayed); provided, however that any such successor Agent shall be a bank or Lender, if a trust company or other financial institution which maintains an office in the United StatesLender is willing to accept such appointment, or otherwise shall be a commercial bank or 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, or any Affiliate of such bank or trust company or other financial institution which is engaged in the banking business, State thereof and shall have has a combined capital and surplus of at least $500,000,000. Such Successor Agent shall thereupon become the Agent hereunder, as applicable, and the Agent shall deliver or cause to be delivered to any successor agent such documents of transfer and assignment as such Successor Agent may reasonably request300,000,000. If a Successor no successor Agent is not so has been appointed or does not accept pursuant to the foregoing, within thirty (30) days after the date such appointment before notice of resignation was given by the resigning Agent’s , such resignation becomes effective, shall become effective and the resigning Agent may appoint a temporary successor to act until such appointment by the Majority Lenders and, if applicable, the Borrower, is made and accepted, or if no such temporary successor is appointed as provided above by the resigning the Agent, the Majority 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 approval of Borrower Representative, such approval not to be unreasonably withheld or delayed; provided that such approval shall not be required if a Default or 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 all the rights, powers, privileges and duties of the resigning Agent. Upon the earlier of the acceptance of any appointment as Agent hereunder until such appointment by a successor Agent or the Majority Lenders and, if applicable, the Borrower, is made and accepted. Such Successor Agent shall succeed to all of the rights and obligations effective date 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 such succession of any such Successor Agent's resignation, the resigning Agent shall be discharged from its duties and obligations, in its capacity as obligations under this Agreement and the Agent hereunderother Loan Documents, except for its gross negligence that any indemnity rights or willful misconduct arising prior to its other rights in favor of such resigning Agent shall continue. After any resigning Agent's resignation hereunder, and the provisions of this Article 12 Section 9 shall continue in effect for the inure to its benefit of the resigning Agent in respect of as to any actions taken or omitted to be taken by it while it was acting as Agent under this Agreement and the Agentother Loan Documents.

Successor Agent. The Agent may resign as such at any time Agent upon at least thirty (30) days 30 days’ prior notice to the Borrower Lenders and each the Borrowers’ Agent, such resignation to be effective at the end of such 30-day period (or such earlier date on which a successor agent shall have accepted its appointment or as shall be agreed by the Required Lenders). In the event the Bank sells all of its Loans and/or Commitments as part of a sale, transfer or other disposition by the Bank of substantially all of its loan portfolio, the Bank shall resign as Agent and such purchaser or transferee shall become the successor Agent hereunder. Subject to the foregoing, if the Agent resigns under this Agreement, the Required Lenders (with the prior consent of the Lenders. If the Agent at any time shall resign or Borrowers’ Agent, such consent not to be unreasonably withheld and such consent not to be required if the office of the Agent shall become vacant for any other reason, Majority Lenders shall, by written instrument, appoint successor agent(s) (“Successor Agent”) satisfactory to such Majority Lenders and, so long as no Default or an Event of Default pursuant to paragraphs (a), (e), (f), (g) or (h) of Section 10.1 has occurred and is continuing) shall appoint from among the Lenders a successor agent for the Lenders, which successor agent shall be a Lender and a commercial bank, commercial finance company or other asset-based lender having total assets in excess of $5,000,000,000. If no successor agent is appointed prior to the Borrower (effective date of the resignation of the Agent, the Agent may appoint, after consulting with the Lenders and the Borrowers’ Agent, a successor agent from among the Lenders. Notwithstanding the above, no successor Agent may be incorporated, domiciled or established in a Non-Cooperative Jurisdiction without the prior consent of the Borrowers’ Agent, which approval shall not be unreasonably withheld or delayed); providedwithheld. Upon the acceptance of its appointment as successor agent hereunder, however that any such successor Agent shall be a bank or a trust company or other financial institution which maintains an office in the United States, or a commercial bank organized under the laws of the United States or any state thereof, or any Affiliate of such bank or trust company or other financial institution which is engaged in the banking business, and shall have a combined capital and surplus of at least $500,000,000. Such Successor Agent shall thereupon become the Agent hereunder, as applicable, and the 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 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 Borrower, is made and accepted, or if no such temporary successor is appointed as provided above by the resigning the Agent, the Majority Lenders shall thereafter perform all of the duties of the resigning the Agent hereunder until such appointment by the Majority Lenders and, if applicable, the Borrower, is made and accepted. Such Successor Agent shall succeed to all the rights, powers and duties of the rights retiring Agent and obligations of the resigning Agent term “Agent” shall mean such successor agent and the retiring Agent’s appointment, powers and duties 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 such succession of any such Successor Agent, the resigning Agent shall be discharged from its duties and obligationsterminated. After any retiring Agent’s resignation hereunder as Agent, in its capacity as the Agent hereunder, except for its gross negligence or willful misconduct arising prior to its resignation hereunder, and the provisions of this Article 12 XIII and Section 14.10 shall continue in effect for the to inure to its benefit of the resigning Agent in respect of as to any actions taken or omitted to be taken by it while it was acting as the AgentAgent under this Agreement.

Successor Agent. The Agent may resign as such at any time upon at least thirty (30) days by giving not less than 30 days’ prior written notice thereof to Lenders and Borrower Representative. Upon any such resignation, the Borrower and each of Requisite Lenders shall have the Lendersright to appoint a successor Agent. If the Agent at any time shall resign or if the office of the Agent shall become vacant for any other reason, Majority Lenders shall, by written instrument, appoint successor agent(s) (“Successor Agent”) satisfactory to such Majority Lenders and, so long as no Default or Event of Default has occurred and is continuing, to the Borrower (which approval shall not be unreasonably withheld or delayed); provided, however that any such successor Agent shall have been so appointed by the Requisite Lenders and shall have accepted such appointment within 30 days after the resigning Agent’s giving notice of resignation, then the resigning Agent may, on behalf of Lenders, appoint a successor Agent, which shall be a bank or Lender, if a trust company or other financial institution which maintains an office in the United StatesLender is willing to accept such appointment, or otherwise shall be a commercial bank or 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, or any Affiliate of such bank or trust company or other financial institution which is engaged in the banking business, State thereof and shall have has a combined capital and surplus of at least $500,000,000. Such Successor Agent shall thereupon become the Agent hereunder, as applicable, and the Agent shall deliver or cause to be delivered to any successor agent such documents of transfer and assignment as such Successor Agent may reasonably request300,000,000. If a Successor no successor Agent is not so has been appointed or does not accept pursuant to the foregoing, within 30 days after the date such appointment before notice of resignation was given by the resigning Agent’s , such resignation becomes effective, shall become effective and the resigning Agent may appoint a temporary successor to act until such appointment by the Majority Lenders and, if applicable, the Borrower, is made and accepted, or if no such temporary successor is appointed as provided above by the resigning the Agent, the Majority 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 approval of Borrower Representative, such approval not to be unreasonably withheld or delayed; provided that such approval shall not be required if a Default or 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 all the rights, powers, privileges and duties of the resigning Agent. Upon the earlier of the acceptance of any appointment as Agent hereunder until such appointment by a successor Agent or the Majority Lenders and, if applicable, the Borrower, is made and accepted. Such Successor Agent shall succeed to all of the rights and obligations effective date 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 such succession of any such Successor Agent’s resignation, the resigning Agent shall be discharged from its duties and obligations, in its capacity as obligations under this Agreement and the Agent hereunderother Loan Documents, except for its gross negligence that any indemnity rights or willful misconduct arising prior to its other rights in favor of such resigning Agent shall continue. After any resigning Agent’s resignation hereunder, and the provisions of this Article 12 Section 9 shall continue in effect for the inure to its benefit of the resigning Agent in respect of as to any actions taken or omitted to be taken by it while it was acting as Agent under this Agreement and the Agentother Loan Documents.

Successor Agent. The Agent or either Co-Collateral Agent may resign as such at any time upon at least thirty (30) days 10 days’ prior notice to the Lenders, the Issuing Bank and the Administrative Borrower and each of without notice to the LendersBank Product Providers. If Upon any such resignation, the Agent at any time Required Lenders shall resign or if have the office of right, in consultation with the Agent shall become vacant for any other reason, Majority Lenders shall, by written instrument, appoint successor agent(s) (“Successor Agent”) satisfactory to such Majority Lenders andAdministrative Borrower, so long as no Default or Event of Default has shall have then occurred and is be continuing, to the Borrower (which approval shall not be unreasonably withheld or delayed); provided, however that any such appoint a successor Agent or Co-Collateral Agent, as applicable, from among the Lenders. If no successor shall have been so appointed by the Required Lenders and shall have accepted such appointment within 10 days after the retiring Agent or Co-Collateral Agent gives notice of its resignation, then the retiring Agent or Co-Collateral Agent may, on behalf of the Lenders and the Issuing Bank, appoint a successor Agent or Co-Collateral Agent, as applicable, which successor shall be a bank or a trust company commercial banking institution or other financial institution which maintains an office in the United States, or a commercial bank finance company organized under the laws of the United States (or any state State thereof) or a United States branch or agency of a commercial banking institution, or any Affiliate of such bank or trust company or other financial institution which is engaged in the banking businesseach case, and shall have a having combined capital and surplus of at least $500,000,000. Such Successor ; provided, that if such retiring Agent or Co-Collateral Agent is unable to find a commercial banking institution or other finance company that is willing to accept such appointment and which meets the qualifications set forth above, the retiring Agent’s or Co-Collateral Agent’s resignation shall nevertheless thereupon become effective and the retiring (or retired) Agent or Co-Collateral Agent shall thereupon become be discharged from its respective duties and obligations under the Agent hereunder, as applicableLoan Documents, and the 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 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 Borrower, is made and accepted, or if no such temporary successor is appointed as provided above by the resigning the Agent, the Majority Lenders shall thereafter assume and perform all of the duties of the resigning Agent or the Co-Collateral Agent, as applicable, under the Loan Documents until such time, if any, as the Required Lenders appoint a successor Agent or Co-Collateral Agent. Upon the acceptance of its appointment as Agent or Co-Collateral Agent hereunder until by a successor, such appointment by the Majority Lenders and, if applicable, the Borrower, is made and accepted. Such Successor Agent successor shall succeed to and become vested with all the rights, powers, privileges and duties of the rights and obligations of the resigning retiring 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 such succession of any such Successor or Co-Collateral Agent, and the resigning retiring (or retired) Agent or Co-Collateral Agent shall be discharged from its respective duties and obligations, in its capacity obligations under the Loan Documents. The fees payable by the Borrowers to a successor Agent or Co-Collateral Agent shall be the same as the Agent hereunder, except for its gross negligence or willful misconduct arising prior those payable to its predecessor unless otherwise agreed between the Borrowers and such successor. After an Agent’s or Co-Collateral Agent’s resignation hereunder, and the provisions of this Article 12 X, Section 11.03 and Sections 11.09 and 11.10 shall continue in effect for the benefit of the resigning such retiring Agent or Co-Collateral Agent, its respective sub-agents and its respective Affiliates in respect of any actions taken or omitted to be taken by it any of them while it was acting as the Agent or Co-Collateral Agent.

Successor Agent. The Agent may resign as such at any time upon at least thirty (30) days prior as Agent under the Loan Documents by giving written notice thereof to the Borrower Lenders and each 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. 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 Requisite Lenders (other than the Lender then acting as Agent, in the case of the Lenders. If the Agent at any time shall resign or if the office removal of the Agent under the immediately preceding sentence) shall become vacant for have the right to appoint a successor Agent and Swingline Lender, which shall be a Lender, if any other reasonLender shall be willing to serve, Majority Lenders and otherwise shall be a commercial bank having total combined assets of at least $5,000,000,000, which appointment shall, by written instrument, appoint successor agent(s) (“Successor Agent”) satisfactory to such Majority Lenders and, so long as provided no Default or Event of Default has shall have occurred and is be continuing, be subject to the Borrower (Borrower’s approval, which approval shall not be unreasonably withheld or delayeddelayed (except that the Borrower shall, in all events, be deemed to have approved each Lender (and its affiliates) holding at least ten percent (10%) of the Total Commitments (calculated at the time Agent gives notice of its resignation) as a successor Agent and Swingline Lender); provided, however that any such . If no successor Agent shall be a bank or a trust company or other financial institution which maintains an office have been so appointed in accordance with the United States, or a commercial bank organized under the laws of the United States or any state thereof, or any Affiliate of such bank or trust company or other financial institution which is engaged in the banking businessimmediately preceding sentence, and shall have accepted such appointment, within thirty (30) days after the resigning Agent’s giving of notice of resignation or the Lenders’ removal of the resigning Agent, then the resigning or removed Agent may, on behalf of the Lenders, appoint a successor Agent, which shall be a Lender, if any Lender shall be willing to serve, and otherwise shall be a commercial bank having total combined capital and surplus assets of at least $500,000,0005,000,000,000. Such Successor 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 all the Agent hereunderrights, as applicablepowers, privileges and duties of the retiring Agent, and the 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 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 Borrower, is made and accepted, or if no such temporary successor is appointed as provided above by the resigning the Agent, the Majority Lenders shall thereafter perform all of the duties of the resigning the Agent hereunder until such appointment by the Majority Lenders and, if applicable, the Borrower, is made and accepted. Such Successor Agent shall succeed to all of the rights and obligations of the resigning Agent as if originally named. The resigning Agent shall duly assign, transfer and deliver to such Successor Agent all moneys at the time held by the resigning Agent hereunder after deducting therefrom its expenses for which it is entitled to be reimbursed hereunder. Upon such succession of any such Successor Agent, the resigning retiring Agent shall be discharged from its duties and obligationsobligations under the Loan Documents as Agent and Swingline Lender. After any Agent’s resignation or removal hereunder as Agent, in its capacity as the Agent hereunder, except for its gross negligence or willful misconduct arising prior to its resignation hereunder, and the provisions of this Article 12 XI and all provisions of this Agreement relating to Swingline Loans shall continue in effect for the to inure to its benefit of the resigning Agent in respect of as to any actions taken or omitted to be taken by it while it was acting as Agent or Swingline Lender under the AgentLoan Documents.

Successor Agent. The Agent may resign as such at any time upon by giving not less than 30 days’ prior written notice thereof to Lenders and Borrower. Upon any such resignation, Requisite Lenders shall have the right to appoint a successor Agent. If no successor Agent shall have been so appointed by the Requisite Lenders and shall have accepted such appointment within 30 days after the resigning Agent’s provision of notice of resignation, then the resigning Agent may, on behalf of Lenders, appoint a successor Agent, which shall be a Lender, if a Lender is willing to accept such appointment, or otherwise shall be a commercial bank or 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 or of any state thereof and has a combined capital and surplus of at least thirty (30) days prior notice $300,000,000. If no successor Agent has been appointed pursuant to the Borrower and each foregoing within 30 days following the date such notice of resignation was given by the resigning Agent, then such resignation shall become effective as of the Lendersend of such period and the Requisite Lenders shall thereafter perform all the duties of Agent hereunder until such time, if any, as the Requisite Lenders shall appoint a successor Agent as provided above. If the Any successor Agent at any time appointed by Requisite Lenders hereunder shall resign or if the office of the Agent shall become vacant for any other reason, Majority Lenders shall, by written instrument, appoint successor agent(s) (“Successor Agent”) satisfactory to such Majority Lenders and, so long as no Default or Event of Default has occurred and is continuing, be subject to the Borrower (approval of Borrower, which approval shall not be unreasonably withheld or delayed); provided, however that such approval shall not be required if a Default or an Event of Default shall have occurred and be continuing. Upon the acceptance of any appointment as Agent hereunder by a successor Agent, such successor Agent shall be a bank or a trust company or other financial institution which maintains an office in succeed to and become vested with all the United Statesrights, or a commercial bank organized under the laws powers, privileges, and duties of the United States resigning Agent. Upon the earlier of the acceptance of any appointment as Agent hereunder by a successor Agent or any state thereof, or any Affiliate the effective date of such bank or trust company or other financial institution which is engaged in the banking business, and shall have a combined capital and surplus of at least $500,000,000. Such Successor Agent shall thereupon become the Agent hereunder, as applicable, and the 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 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 Borrower, is made and accepted, or if no such temporary successor is appointed as provided above by the resigning the Agent, the Majority Lenders shall thereafter perform all of the duties of the resigning the Agent hereunder until such appointment by the Majority Lenders and, if applicable, the Borrower, is made and accepted. Such Successor Agent shall succeed to all of the rights and obligations of the resigning Agent as if originally named. The resigning Agent shall duly assign, transfer and deliver to such Successor Agent all moneys at the time held by the resigning Agent hereunder after deducting therefrom its expenses for which it is entitled to be reimbursed hereunder. Upon such succession of any such Successor Agentresignation, the resigning Agent shall be discharged from its duties and obligations, in its capacity as obligations under this Agreement and the Agent hereunderother Loan Documents, except for its gross negligence that any indemnity rights or willful misconduct arising prior to its other rights in favor of such resigning Agent shall continue. After any resigning Agent’s resignation hereunder, and the provisions of this Article 12 Section 8 shall continue in effect for the inure to its benefit of the resigning Agent in respect of as to any actions taken or omitted to be taken by it while it was acting as Agent under this Agreement and the Agentother Loan Documents.

Successor Agent. The Agent may resign as such at any time upon at least by giving not less than thirty (30) days prior written notice thereof to the Borrower Lenders and each of the LendersBorrower. Upon any such resignation, the Requisite Lenders shall have the right to appoint a successor Agent. If the Agent at any time shall resign or if the office of the Agent shall become vacant for any other reason, Majority Lenders shall, by written instrument, appoint successor agent(s) (“Successor Agent”) satisfactory to such Majority Lenders and, so long as no Default or Event of Default has occurred and is continuing, to the Borrower (which approval shall not be unreasonably withheld or delayed); provided, however that any such successor Agent shall have been so appointed by the Requisite Lenders and shall have accepted such appointment within 30 days after the resigning Agent’s giving notice of resignation, then the resigning Agent may, on behalf of the Holders, appoint a successor Agent, which shall be a bank or Lender, if a trust company or other financial institution which maintains an office in the United StatesLender is willing to accept such appointment, or otherwise shall be a commercial bank or 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, or any Affiliate of such bank or trust company or other financial institution which is engaged in the banking business, State thereof and shall have has a combined capital and surplus of at least $500,000,000. Such Successor Agent shall thereupon become the Agent hereunder, as applicable, and the Agent shall deliver or cause to be delivered to any successor agent such documents of transfer and assignment as such Successor Agent may reasonably request300,000,000. If a Successor no successor Agent is not so has been appointed or does not accept pursuant to the foregoing, by the 30th day after the date such appointment before notice of resignation was given by the resigning Agent’s , such resignation becomes effective, shall become effective and the resigning Agent may appoint a temporary successor to act until such appointment by the Majority Lenders and, if applicable, the Borrower, is made and accepted, or if no such temporary successor is appointed as provided above by the resigning the Agent, the Majority Requisite Lenders shall thereafter perform all of the duties of the resigning the Agent hereunder until such appointment by the Majority Lenders andtime, if applicableany, as the Requisite Lenders appoint a successor Agent as provided above. Any successor Agent appointed by Requisite Lenders hereunder shall be subject to the approval of the Borrower, is made such approval not to be unreasonably withheld or delayed; provided that such approval shall not be required if a Default or an Event of Default shall have occurred and acceptedbe continuing. Such Successor Upon the acceptance of any appointment as Agent hereunder by a successor Agent, such successor Agent shall succeed to and become vested with all of the rights rights, powers, privileges and obligations duties of the resigning Agent. Upon the earlier of the acceptance of any appointment as Agent as if originally named. The resigning hereunder by a successor Agent shall duly assign, transfer and deliver to such Successor Agent all moneys at or the time held by effective date of the resigning Agent hereunder after deducting therefrom its expenses for which it is entitled to be reimbursed hereunder. Upon such succession of any such Successor Agent’s resignation, the resigning Agent shall be discharged from its duties and obligations, in its capacity as obligations under this Agreement and the Agent hereunderother Loan Documents, except for its gross negligence that any indemnity rights or willful misconduct arising prior to its other rights in favor of such resigning Agent shall continue. After any resigning Agent’s resignation hereunder, and the provisions of this Article 12 Section 9 shall continue in effect for the inure to its benefit of the resigning Agent in respect of as to any actions taken or omitted to be taken by it while it was acting as the Agent under this Agreement and the other Loan Documents. The Agent may be removed at the written direction of the holders (other than the Agent) of two-thirds or more of the Revolving Credit Commitments (excluding the Agent’s Revolving Credit Commitment); provided that in so doing, such Lenders shall be deemed to have waived and released any and all claims they may have against the Agent.

Successor Agent. The Agent may resign as such at any time upon at least thirty (30) days by giving not less than 30 days’ prior written notice thereof to Lenders and Borrower Representative. Upon any such resignation, the Borrower and each of Requisite Lenders shall have the Lendersright to appoint a successor Agent. If the Agent at any time shall resign or if the office of the Agent shall become vacant for any other reason, Majority Lenders shall, by written instrument, appoint successor agent(s) (“Successor Agent”) satisfactory to such Majority Lenders and, so long as no Default or Event of Default has occurred and is continuing, to the Borrower (which approval shall not be unreasonably withheld or delayed); provided, however that any such successor Agent shall have been so appointed by the Requisite Lenders and shall have accepted such appointment within 30 days after the resigning Agent’s giving notice of resignation, then the resigning Agent may, on behalf of Lenders, appoint a successor Agent, which shall be a bank or Lender, if a trust company or other financial institution which maintains an office in the United StatesLender is willing to accept such appointment, or otherwise shall be a commercial bank or 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, or any Affiliate of such bank or trust company or other financial institution which is engaged in the banking business, State thereof and shall have has a combined capital and surplus of at least $500,000,000. Such Successor Agent shall thereupon become the Agent hereunder, as applicable, and the Agent shall deliver or cause to be delivered to any successor agent such documents of transfer and assignment as such Successor Agent may reasonably request300,000,000. If a Successor no successor Agent is not so has been appointed or does not accept pursuant to the foregoing, within 30 days after the date such appointment before notice of resignation was given by the resigning Agent’s , such resignation becomes effective, shall become effective and the resigning Agent may appoint a temporary successor to act until such appointment by the Majority Lenders and, if applicable, the Borrower, is made and accepted, or if no such temporary successor is appointed as provided above by the resigning the Agent, the Majority 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 approval of Borrower Representative, such approval not to be unreasonably withheld or delayed; provided, that such approval shall not be required if a Default or 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 all the rights, powers, privileges and duties of the resigning Agent. Upon the earlier of the acceptance of any appointment as Agent hereunder until such appointment by a successor Agent or the Majority Lenders and, if applicable, the Borrower, is made and accepted. Such Successor Agent shall succeed to all of the rights and obligations effective date 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 such succession of any such Successor Agent’s resignation, the resigning Agent shall be discharged from its duties and obligations, in its capacity as obligations under this Agreement and the Agent hereunderother Loan Documents, except for its gross negligence that any indemnity rights or willful misconduct arising prior to its other rights in favor of such resigning Agent shall continue. After any resigning Agent’s resignation hereunder, and the provisions of this Article 12 Section 9 shall continue in effect for the inure to its benefit of the resigning Agent in respect of as to any actions taken or omitted to be taken by it while it was acting as Agent under this Agreement and the Agentother Loan Documents.

Successor Agent. The Agent may resign as such at any time upon at least thirty by giving not less than 30 days’ prior written notice thereof to Lenders and Borrower. Upon any such resignation, the Requisite Lenders shall have the right to appoint a successor Agent (30) days prior notice to the Borrower and each of the Lendersin consultation with Borrower). If the Agent at any time shall resign or if the office of the Agent shall become vacant for any other reason, Majority Lenders shall, by written instrument, appoint successor agent(s) (“Successor Agent”) satisfactory to such Majority Lenders and, so long as no Default or Event of Default has occurred and is continuing, to the Borrower (which approval shall not be unreasonably withheld or delayed); provided, however that any such successor Agent shall have been so appointed by the Requisite Lenders and shall have accepted such appointment within 30 days after the resigning Agent’s giving notice of resignation, then the resigning Agent may, on behalf of Lenders, appoint a successor Agent, which shall be a bank or Lender, if a trust company or other financial institution which maintains an office in the United StatesLender is willing to accept such appointment, or otherwise shall be a commercial bank or 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, or any Affiliate of such bank or trust company or other financial institution which is engaged in the banking business, State thereof and shall have has a combined capital and surplus of at least $500,000,000. Such Successor Agent shall thereupon become the Agent hereunder, as applicable, and the Agent shall deliver or cause to be delivered to any successor agent such documents of transfer and assignment as such Successor Agent may reasonably request300,000,000. If a Successor no successor Agent is not so has been appointed or does not accept pursuant to the foregoing, within 30 days after the date such appointment before notice of resignation was given by the resigning Agent’s , such resignation becomes effective, shall become effective and the resigning Agent may appoint a temporary successor to act until such appointment by the Majority Lenders and, if applicable, the Borrower, is made and accepted, or if no such temporary successor is appointed as provided above by the resigning the Agent, the Majority 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. Upon the acceptance of any appointment as Agent hereunder by a successor Agent, such successor Agent shall succeed to and become vested with all the rights, powers, privileges and duties of the resigning Agent. Upon the earlier of the acceptance of any appointment as Agent hereunder until such appointment by a successor Agent or the Majority Lenders and, if applicable, the Borrower, is made and accepted. Such Successor Agent shall succeed to all of the rights and obligations effective date 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 such succession of any such Successor Agent’s resignation, the resigning Agent shall be discharged from its duties and obligations, in its capacity as obligations under this Agreement and the Agent hereunderother Debt Documents, except for its gross negligence that any indemnity rights or willful misconduct arising prior to its other rights in favor of such resigning Agent shall continue. After any resigning Agent’s resignation hereunder, and the provisions of this Article 12 Section 9 shall continue in effect for the inure to its benefit of the resigning Agent in respect of as to any actions taken or omitted to be taken by it while it was acting as Agent under this Agreement and the Agentother Debt Documents.

Successor Agent. The Agent may resign as such at any time upon by giving not less than thirty (30) days’ prior written notice thereof to Lenders and Borrower Representative and, at least any time that GE Capital is no longer a holder of any Loans or Commitments, Requisite Lenders may remove Agent at any time by giving not less than 30 days’ prior written notice thereof to Agent, Lenders and Borrower Representative. Upon any such resignation or removal, Requisite Lenders shall have the right to appoint a successor Agent. If no successor Agent shall have been so appointed by the Requisite Lenders and shall have accepted such appointment within thirty (30) days prior after the resigning Agent’s giving notice to of resignation or Requisite Lenders’ giving notice of removal, then the Borrower and each resigning or removed Agent may, on behalf of the Lenders. If the Agent at any time shall resign or if the office of the Agent shall become vacant for any other reason, Majority Lenders shall, by written instrument, appoint a successor agent(s) (“Successor Agent”) satisfactory to such Majority Lenders and, so long as no Default or Event of Default has occurred and is continuing, to the Borrower (which approval shall not be unreasonably withheld or delayed); provided, however that any such successor Agent shall be a bank or Lender, if a trust company or other financial institution which maintains an office in the United StatesLender is willing to accept such appointment, or otherwise shall be a commercial bank or 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, or any Affiliate of such bank or trust company or other financial institution which is engaged in the banking business, State thereof and shall have has a combined capital and surplus of at least $500,000,000300,000,000. Such Successor 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 or Requisite Lenders’ giving notice of removal, such 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 approval of Borrower Representative, such approval not to be unreasonably withheld or delayed; provided that such approval shall not be required if a Default or 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 thereupon succeed to and become vested with all the rights, powers, privileges and duties of the resigning or removed Agent. Upon the earlier of the acceptance of any appointment as Agent hereunder, as applicable, and hereunder by a successor Agent or the Agent shall deliver or cause to be delivered to any successor agent such documents effective date 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 resigning Agent’s resignation becomes effectiveor the removed Agent’s removal, the resigning Agent may appoint a temporary successor to act until such appointment by the Majority Lenders and, if applicable, the Borrower, is made and accepted, or if no such temporary successor is appointed as provided above by the resigning the Agent, the Majority Lenders shall thereafter perform all of the duties of the resigning the Agent hereunder until such appointment by the Majority Lenders and, if applicable, the Borrower, is made and accepted. Such Successor Agent shall succeed to all of the rights and obligations of the resigning Agent as if originally named. The resigning Agent shall duly assign, transfer and deliver to such Successor Agent all moneys at the time held by the resigning Agent hereunder after deducting therefrom its expenses for which it is entitled to be reimbursed hereunder. Upon such succession of any such Successor Agent, the resigning removed Agent shall be discharged from its duties and obligations, in its capacity as obligations under this Agreement and the Agent hereunderother Loan Documents, except for its gross negligence that any indemnity rights or willful misconduct arising prior to its other rights in favor of such Agent shall continue. After any Agent’s resignation hereunder, and the provisions of this Article 12 Section 9 shall continue in effect for the inure to its benefit of the resigning Agent in respect of as to any actions taken or omitted to be taken by it while it was acting as Agent under this Agreement and the Agentother Loan Documents.

Successor Agent. The Agent may resign as such at any time upon by giving not less than thirty (30) days’ prior written notice thereof to Lenders and the Borrower. In addition, Agent may be removed at least the written direction of the holders (other than Agent) of two-thirds or more of the Commitments (excluding Agent’s Commitment, if any). Upon any such resignation or removal, the Requisite Lenders shall have the right to appoint a successor Agent. If no successor Agent shall have been so appointed by the Requisite Lenders and shall have accepted such appointment within thirty (30) days prior after the predecessor Agent’s giving notice to of resignation or the Borrower and each notice of removal, then the predecessor Agent may, on behalf of Lenders. If the Agent at any time shall resign or if the office of the Agent shall become vacant for any other reason, Majority Lenders shall, by written instrument, appoint a successor agent(s) (“Successor Agent”) satisfactory to such Majority Lenders and, so long as no Default or Event of Default has occurred and is continuing, to the Borrower (which approval shall not be unreasonably withheld or delayed); provided, however that any such successor Agent shall be a bank or Lender, if a trust company or other financial institution which maintains an office in the United StatesLender is willing to accept such appointment, or otherwise shall be a commercial bank or 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, or any Affiliate of such bank or trust company or other financial institution which is engaged in the banking business, State thereof and shall have has a combined capital and surplus of at least $500,000,000. Such Successor Agent shall thereupon become the Agent hereunder, as applicable, and the Agent shall deliver or cause to be delivered to any successor agent such documents of transfer and assignment as such Successor Agent may reasonably request300,000,000. If a Successor no successor Agent is not so has been appointed or does not accept pursuant to the foregoing within thirty (30) days after the date such appointment before the resigning Agent’s notice of resignation becomes effective, was given by the resigning Agent may appoint a temporary successor to act until or the date of the notice of such appointment by removal, such resignation or removal shall become effective and the Majority Lenders and, if applicable, the Borrower, is made and accepted, or if no such temporary successor is appointed as provided above by the resigning the Agent, the Majority 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 approval of the Borrower, such approval not to be unreasonably withheld or delayed; provided that such approval shall not be required if a Default or 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 all the rights, powers, privileges and duties of the resigning Agent. Upon the earlier of the acceptance of any appointment as Agent hereunder until such appointment by a successor Agent or the Majority Lenders and, if applicableeffective date of Agent’s resignation or removal, the Borrower, is made and accepted. Such Successor Agent shall succeed to all of the rights and obligations of the resigning Agent as if originally named. The resigning Agent shall duly assign, transfer and deliver to such Successor Agent all moneys at the time held by the resigning Agent hereunder after deducting therefrom its expenses for which it is entitled to be reimbursed hereunder. Upon such succession of any such Successor Agent, the resigning predecessor Agent shall be discharged from its duties and obligationsobligations under this Agreement and the other Loan Documents, except that any indemnity rights or other rights in its capacity as the favor of such predecessor Agent shall continue. After any Agent’s resignation or removal hereunder, except for its gross negligence or willful misconduct arising prior to its resignation hereunder, and the provisions of this Article 12 Section 9 shall continue in effect for the inure to its benefit of the resigning Agent in respect of as to any actions taken or omitted to be taken by it while it was acting as Agent under this Agreement and the Agentother Loan Documents.

Successor Agent. The Any Agent may resign as such may, at any time time, resign upon at least thirty twenty (3020) days prior written notice to the Lenders, the Letter of Credit Issuer and the Borrower and each Parties, provided, however, that except (a) in the case of a merger by the Administrative 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 continuance of an Event of Default, any resignation by the Administrative Agent shall require the prior written consent of the Lenders. If Credit Parties, which consent may be granted or withheld in the Credit Parties’ sole discretion, and the appointment of any successor Administrative Agent at any time shall resign or if require the office prior written approval of the Agent shall become vacant for any other reason, Majority Lenders shall, by written instrument, appoint successor agent(s) Credit Parties (“Successor Agent”) satisfactory such approval not to such Majority Lenders and, so long as no Default or Event of Default has occurred and is continuing, to the Borrower (which approval shall not be unreasonably withheld or delayed); provided) and the Required Lenders. If no successor agent is appointed prior to the effective date of the resignation of the applicable Agent, however that then the retiring Agent may appoint, after consulting with the Lenders and the Credit Parties, a successor Agent from any of the Lenders. Upon the acceptance of its appointment as successor agent xxxxxxxxx, such successor Agent agent shall be a bank or a trust company or other financial institution which maintains an office in thereupon succeed to and become vested with all the United Statesrights, or a commercial bank organized under the laws powers, privileges and duties of the United States or any state thereof, or any Affiliate of such bank or trust company or other financial institution which is engaged in the banking businessretiring Agent, and shall have a combined capital assume the duties and surplus obligations of at least $500,000,000. Such Successor Agent shall thereupon become the Agent hereunder, as applicablesuch retiring Agent, and the 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 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 Borrower, is made and accepted, or if no such temporary successor is appointed as provided above by the resigning the Agent, the Majority Lenders shall thereafter perform all of the duties of the resigning the Agent hereunder until such appointment by the Majority Lenders and, if applicable, the Borrower, is made and accepted. Such Successor Agent shall succeed to all of the rights and obligations of the resigning Agent as if originally named. The resigning Agent shall duly assign, transfer and deliver to such Successor Agent all moneys at the time held by the resigning Agent hereunder after deducting therefrom its expenses for which it is entitled to be reimbursed hereunder. Upon such succession of any such Successor Agent, the resigning retiring Agent shall be discharged from its duties and obligationsobligations as Agent under this Credit Agreement and the other Loan Documents. After any retiring Agent’s resignation hereunder as Agent, in its capacity as the Agent hereunder, except for its gross negligence or willful misconduct arising prior to its resignation hereunder, and the provisions of this Article 12 Section 11.9 shall continue in effect for the inure to its benefit of the resigning Agent in respect of as to any actions taken or omitted to be taken by it while it was acting 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 hereunder until such time, if any, as the Agentapplicable 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 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 Documents 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. The Agent may resign as such at any time upon at least by giving not less than thirty (30) days’ prior written notice thereof to Lenders and Borrower Representative. Upon giving such notice of resignation, the Requisite Lenders shall have the right to appoint a successor Agent. If no successor Agent shall have been so appointed by the Requisite Lenders and shall have accepted such appointment within thirty (30) days prior after the resigning Agent’s giving notice to of resignation, then the Borrower and each resigning Agent may, on behalf of the Lenders. If the Agent at any time shall resign or if the office of the Agent shall become vacant for any other reason, Majority Lenders shall, by written instrument, appoint a successor agent(s) (“Successor Agent”) satisfactory to such Majority Lenders and, so long as no Default or Event of Default has occurred and is continuing, to the Borrower (which approval shall not be unreasonably withheld or delayed); provided, however that any such successor Agent shall be a bank or Lender, if a trust company or other financial institution which maintains an office in the United StatesLender is willing to accept such appointment, or otherwise shall be a commercial bank or 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, or any Affiliate of such bank or trust company or other financial institution which is engaged in the banking business, State thereof and shall have has a combined capital and surplus of at least $500,000,000. Such Successor Agent shall thereupon become the Agent hereunder, as applicable, and the Agent shall deliver or cause to be delivered to any successor agent such documents of transfer and assignment as such Successor Agent may reasonably request300,000,000. If a Successor no successor Agent is not so has been appointed or does not accept pursuant to the foregoing, within one hundred twenty (120) days after the date such appointment before notice of resignation was given by the resigning Agent’s , such resignation becomes effective, shall become effective and the resigning Agent may appoint a temporary successor to act until such appointment by the Majority Lenders and, if applicable, the Borrower, is made and accepted, or if no such temporary successor is appointed as provided above by the resigning the Agent, the Majority 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 or the resigning Agent hereunder shall be subject to the approval of Borrower Representative, such approval not to be unreasonably withheld or delayed; provided that such approval shall not be required 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 all the rights, powers, privileges and duties of the resigning Agent. Upon the earlier of the acceptance of any appointment as Agent hereunder until such appointment by a successor Agent or the Majority Lenders and, if applicable, the Borrower, is made and accepted. Such Successor Agent shall succeed to all of the rights and obligations effective date 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 such succession of any such Successor Agent’s resignation, the resigning Agent shall be discharged from its duties and obligations, in its capacity as obligations under this Agreement and the Agent hereunderother Loan Documents, except for its gross negligence that any indemnity rights or willful misconduct arising prior to its other rights in favor of such resigning Agent shall continue. After any resigning Agent’s resignation hereunder, and the provisions of this Article 12 Section 9 shall continue in effect for the inure to its benefit of the resigning Agent in respect of as to any actions taken or omitted to be taken by it while it was acting as Agent under this Agreement and the Agentother Loan Documents.

Successor Agent. The Agent may resign as such at any time upon at least thirty by giving written notice thereof to the Lenders and the Borrower. Upon any such resignation, the Majority Lenders shall have the right to appoint a successor Agent, which shall be a Lender or shall be another commercial bank or trust company (30) days prior notice and reasonably acceptable to the Borrower and each of the Lenders. If the Agent at any time shall resign or if the office of the Agent shall become vacant for any other reason, Majority Lenders shall, by written instrument, appoint successor agent(s) (“Successor Agent”) satisfactory to such Majority Lenders and, so long as no Unmatured Default or Event of Default has occurred and is continuing, to the Borrower (which approval shall not be unreasonably withheld or delayed); provided, however that any such successor Agent shall be a bank or a trust company or other financial institution which maintains an office in the United States, or a commercial bank exists) organized under the laws of the United States or of any state State thereof. If no successor Agent shall have been so appointed by the Majority Lenders, and shall have accepted such appointment, within thirty days after the retiring Agent’s giving of notice of resignation (the “Resignation Effective Date”), then the retiring Agent shall, on behalf of the Lenders, appoint a successor Agent, which shall be a Lender or any Affiliate of such shall be another commercial bank or trust company organized under the laws of the United States of any State thereof reasonably acceptable to the Borrower. Regardless of whether a successor has been appointed or other financial institution which is engaged in has accepted such appointment, such resignation of the banking business, and shall have a combined capital and surplus of at least $500,000,000. Such Successor retiring Agent shall thereupon become effective in accordance with such notice on the Agent hereunderResignation Effective Date. Notwithstanding the foregoing, as applicable, and the 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 resigning Agent’s resignation becomes effective, the resigning Agent may appoint a temporary successor to act until such appointment by if either the Majority Lenders andor the Borrower have not accepted the appointment of a successor Agent or no successor Agent has accepted appointment to act as the Agent hereunder as of the Resignation Effective Date, if applicable, the Borrower, is made and accepted, or if no such temporary successor is appointed as provided above by the resigning the Agent, then the Majority Lenders shall thereafter perform be deemed to have succeeded to and become vested with all of the rights, powers, privileges and duties of the resigning the retiring Agent hereunder until such appointment by the Majority Lenders and, if applicable, the Borrower, is made and accepted. Such Successor Agent shall succeed to all as of the rights and obligations of Resignation Effective Date. With effect from the resigning Agent as if originally named. The resigning Agent shall duly assignResignation Effective Date, transfer and deliver to such Successor Agent all moneys at (i) the time held by the resigning Agent hereunder after deducting therefrom its expenses for which it is entitled to be reimbursed hereunder. Upon such succession of any such Successor Agent, the resigning retiring Agent shall be discharged from its duties and obligations, in its capacity as obligations hereunder and under the Agent hereunder, other Loan Documents and (ii) except for its gross negligence or willful misconduct arising prior to its resignation hereunder, and the 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 be taken by it while it was acting as the Agent.indemnity payments

Successor Agent. The Agent may resign as such at any time upon at least thirty (30) days by giving not less than --------------- 30 days' prior written notice thereof to Lenders and Borrower. Upon any such resignation, the Borrower and each of Requisite Lenders shall have the Lendersright to appoint a successor Agent. If the Agent at any time shall resign or if the office of the Agent shall become vacant for any other reason, Majority Lenders shall, by written instrument, appoint successor agent(s) (“Successor Agent”) satisfactory to such Majority Lenders and, so long as no Default or Event of Default has occurred and is continuing, to the Borrower (which approval shall not be unreasonably withheld or delayed); provided, however that any such successor Agent shall have been so appointed by the Requisite Lenders and shall have accepted such appointment within 30 days after the resigning Agent's giving notice of resignation, then the resigning Agent may, on behalf of Lenders, appoint a successor Agent, which shall be a bank or Lender, if a trust company or other financial institution which maintains an office in the United StatesLender is willing to accept such appointment, or otherwise shall be a commercial bank or 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, or any Affiliate of such bank or trust company or other financial institution which is engaged in the banking business, State thereof and shall have has a combined capital and surplus of at least $500,000,000. Such Successor Agent shall thereupon become the Agent hereunder, as applicable, and the Agent shall deliver or cause to be delivered to any successor agent such documents of transfer and assignment as such Successor Agent may reasonably request300,000,000. If a Successor no successor Agent is not so has been appointed or does not accept pursuant to the foregoing, within thirty (30) days after the date such appointment before notice of resignation was given by the resigning Agent’s , such resignation becomes effective, shall become effective and the resigning Agent may appoint a temporary successor to act until such appointment by the Majority Lenders and, if applicable, the Borrower, is made and accepted, or if no such temporary successor is appointed as provided above by the resigning the Agent, the Majority 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 approval of Borrower, such approval not to be unreasonably withheld or delayed; provided that such approval -------- shall not be required if a Default or 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 all the rights, powers, privileges and duties of the resigning Agent. Upon the earlier of the acceptance of any appointment as Agent hereunder until such appointment by a successor Agent or the Majority Lenders and, if applicable, the Borrower, is made and accepted. Such Successor Agent shall succeed to all of the rights and obligations effective date 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 such succession of any such Successor Agent's resignation, the resigning Agent shall be discharged from its duties and obligations, in its capacity as obligations under this Agreement and the Agent hereunderother Loan Documents, except for its gross negligence that any indemnity rights or willful misconduct arising prior to its other rights in favor of such resigning Agent shall continue. After any resigning Agent's resignation hereunder, and the provisions of this Article 12 Section 9 shall continue in effect for the inure to its --------- benefit of the resigning Agent in respect of as to any actions taken or omitted to be taken by it while it was acting as Agent under this Agreement and the Agentother Loan Documents.

Successor Agent. The Agent may resign as such at any time by delivering notice of such resignation to the Lenders and the Borrowers, effective on the date set forth in such notice or, if no such date is set forth therein, upon at least the date such notice shall be effective in accordance with the terms of this Section 9.7. Upon any such resignation, Requisite Lenders shall have the right to appoint a successor Agent. If no successor Agent shall have been so appointed by Requisite Lenders and shall have accepted such appointment within thirty (30) days prior after the resigning Agent's giving notice to of resignation, then the Borrower and each resigning Agent may, on behalf of the Lenders. If the Agent at any time shall resign or if the office of the Agent shall become vacant for any other reason, Majority Lenders shall, by written instrument, appoint successor agent(s) (“Successor Agent”) satisfactory to such Majority Lenders and, so long as no Default or Event of Default has occurred and is continuing, to the Borrower (which approval shall not be unreasonably withheld or delayed); provided, however that any such a successor Agent which shall be a bank or Lender, if a trust company or other financial institution which maintains an office in the United StatesLender is willing to accept such appointment, or otherwise shall be a commercial bank or financial institution or other entity whose business includes making commercial loans, in each case, organized under the laws of the United States or of any state thereofthereof or of Canada or of any province thereof or named in Schedule III to the Bank Act (Canada), or any Affiliate of such bank or trust company or other financial institution which is engaged in as the banking businesscase may be, and shall have has a combined capital and surplus of at least $500,000,000. Such Successor Agent shall thereupon become the Agent hereunder, as applicable, and the Agent shall deliver or cause to be delivered to any successor agent such documents of transfer and assignment as such Successor Agent may reasonably requestUS$100,000,000. If a Successor no successor Agent is not so has been appointed or does not accept pursuant to the foregoing, within thirty (30) days after the date such appointment before notice of resignation was given by the resigning Agent’s , such resignation becomes effective, the resigning Agent may appoint a temporary successor to act until such appointment by the Majority Lenders and, if applicable, the Borrower, is made shall become effective and accepted, or if no such temporary successor is appointed as provided above by the resigning the Agent, the Majority Requisite Lenders shall thereafter perform all the duties of Agent hereunder until such time, if any, as Requisite Lenders appoint a successor Agent as provided above. Any successor Agent appointed by Requisite Lenders hereunder shall be subject to the approval of Borrowers, such approval not to be unreasonably withheld or delayed; provided, that such approval shall not be required during such time that a Default or 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 all the rights, powers, privileges and duties of the resigning Agent. Effective immediately upon its resignation, (i) the Agent hereunder until such appointment by the Majority Lenders and, if applicable, the Borrower, is made and accepted. Such Successor Agent shall succeed to all of the rights and obligations of the resigning Agent as if originally named. The resigning Agent shall duly assign, transfer and deliver to such Successor Agent all moneys at the time held by the resigning Agent hereunder after deducting therefrom its expenses for which it is entitled to be reimbursed hereunder. Upon such succession of any such Successor Agent, the resigning retiring Agent shall be discharged from its duties and obligationsobligations under the Loan Documents, except that any indemnity rights or other rights in its capacity as favor of such resigning Agent shall continue, (ii) the Lenders shall assume and perform all of the duties of Agent until a successor Agent shall have accepted a valid appointment hereunder, except for (iii) the retiring Agent and its gross negligence Related Persons shall no longer have the benefit of any provision of any Loan Document other than with respect to any actions taken or willful misconduct arising prior omitted to be taken while such retiring Agent was, or because such Agent had been, validly acting as Agent under the Loan Documents and (iv) the retiring Agent shall take such actions as may be reasonably necessary to assign to the successor Agent its rights as Agent under the Loan Documents. After any resigning Agent's resignation hereunder, and the provisions of this Article 12 Section 9 shall continue in effect for the inure to its benefit of the resigning Agent in respect of as to any actions taken or omitted to be taken by it while it was acting as Agent under this Agreement and the Agentother Loan Documents.

Successor Agent. The Agent may resign as such at any time upon at least thirty (30) days by giving not less than 30 days’ prior written notice thereof to Lenders and Borrower. Upon any such resignation, the Borrower and each of Required Lenders shall have the Lendersright to appoint a successor Agent. If the Agent at any time shall resign or if the office of the Agent shall become vacant for any other reason, Majority Lenders shall, by written instrument, appoint successor agent(s) (“Successor Agent”) satisfactory to such Majority Lenders and, so long as no Default or Event of Default has occurred and is continuing, to the Borrower (which approval shall not be unreasonably withheld or delayed); provided, however that any such successor Agent shall have been so appointed by the Required Lenders and shall have accepted such appointment within 30 days after the resigning Agent’s giving notice of resignation, then the resigning Agent may, on behalf of Lenders, appoint a successor Agent, which shall be a bank or Lender, if a trust company or other financial institution which maintains an office in the United StatesLender is willing to accept such appointment, or otherwise shall be a commercial bank or 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, or any Affiliate of such bank or trust company or other financial institution which is engaged in the banking business, State thereof and shall have has a combined capital and surplus of at least Three Hundred Million Dollars ($500,000,000. Such Successor Agent shall thereupon become the Agent hereunder, as applicable, and the Agent shall deliver or cause to be delivered to any successor agent such documents of transfer and assignment as such Successor Agent may reasonably request300,000,000). If a Successor no successor Agent is not so has been appointed or does not accept pursuant to the foregoing, within 30 days after the date such appointment before notice of resignation was given by the resigning Agent’s , such resignation becomes effective, shall become effective and the resigning Agent may appoint a temporary successor to act until such appointment by the Majority Lenders and, if applicable, the Borrower, is made and accepted, or if no such temporary successor is appointed as provided above by the resigning the Agent, the Majority Required Lenders shall thereafter perform all the duties of Agent hereunder until such time, if any, as the Required Lenders appoint a successor Agent as provided above. Any successor Agent appointed by Required Lenders hereunder shall be subject to the prior written approval of Borrower, such approval not to be unreasonably withheld or delayed; provided that such approval after the first 30 days after the notice of resignation by the Agent shall not be required if a Consent Rights Triggering Event 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 all the rights, powers, privileges and duties of the resigning Agent. Upon the earlier of the acceptance of any appointment as Agent hereunder until such appointment by a successor Agent or the Majority Lenders and, if applicable, the Borrower, is made and accepted. Such Successor Agent shall succeed to all of the rights and obligations effective date 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 such succession of any such Successor Agent’s resignation, the resigning Agent shall be discharged from its duties and obligations, in its capacity as obligations under this Agreement and the Agent hereunderother Loan Documents, except for its gross negligence that any indemnity rights or willful misconduct arising prior to its other rights in favor of such resigning Agent shall continue. After any resigning Agent’s resignation hereunder, and the provisions of this Article Section 12 shall continue in effect for the inure to its benefit of the resigning Agent in respect of as to any actions taken or omitted to be taken by it while it was acting as Agent under this Agreement and the Agentother Loan Documents.

Successor Agent. The Agent may resign as such at any time upon at least thirty (30) days by giving not less than 30 days’ prior written notice thereof to Lenders and Borrowers. Upon any such resignation, the Borrower and each of Requisite Lenders shall have the Lendersright to appoint a successor Agent. If the Agent at any time shall resign or if the office of the Agent shall become vacant for any other reason, Majority Lenders shall, by written instrument, appoint successor agent(s) (“Successor Agent”) satisfactory to such Majority Lenders and, so long as no Default or Event of Default has occurred and is continuing, to the Borrower (which approval shall not be unreasonably withheld or delayed); provided, however that any such successor Agent shall have been so appointed by the Requisite Lenders and shall have accepted such appointment within 30 days after the resigning Agent’s giving notice of resignation, then the resigning Agent may, on behalf of Lenders, appoint a successor Agent, which shall be a bank or Lender, if a trust company or other financial institution which maintains an office in the United StatesLender is willing to accept such appointment, or otherwise shall be a commercial bank or 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, or any Affiliate of such bank or trust company or other financial institution which is engaged in the banking business, State thereof and shall have has a combined capital and surplus of at least $500,000,000. Such Successor Agent shall thereupon become the Agent hereunder, as applicable, and the Agent shall deliver or cause to be delivered to any successor agent such documents of transfer and assignment as such Successor Agent may reasonably request300,000,000. If a Successor no successor Agent is not so has been appointed or does not accept pursuant to the foregoing, within 30 days after the date such appointment before notice of resignation was given by the resigning Agent’s , such resignation becomes effective, shall become effective and the resigning Agent may appoint a temporary successor to act until such appointment by the Majority Lenders and, if applicable, the Borrower, is made and accepted, or if no such temporary successor is appointed as provided above by the resigning the Agent, the Majority 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. Upon the acceptance of any appointment as Agent hereunder by a successor Agent, such successor Agent shall succeed to and become vested with all the rights, powers, privileges and duties of the resigning Agent. Upon the earlier of the acceptance of any appointment as Agent hereunder until such appointment by a successor Agent or the Majority Lenders and, if applicable, the Borrower, is made and accepted. Such Successor Agent shall succeed to all of the rights and obligations effective date 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 such succession of any such Successor Agent’s resignation, the resigning Agent shall be discharged from its duties and obligations, in its capacity as obligations under this Agreement and the Agent hereunderother Debt Documents, except for its gross negligence that any indemnity rights or willful misconduct arising prior to its other rights in favor of such resigning Agent shall continue. After any resigning Agent’s resignation hereunder, and the provisions of this Article 12 Section 9 shall continue in effect for the inure to its benefit of the resigning Agent in respect of as to any actions taken or omitted to be taken by it while it was acting as Agent under this Agreement and the Agentother Debt Documents.

Successor Agent. The Agent may resign as such at any time upon at least thirty (30) days by giving not less than 30 days’ prior written notice thereof to Lenders and Borrower Representative. Upon any such resignation, the Borrower and each of Requisite Lenders shall have the Lendersright to appoint a successor Agent. If the Agent at any time shall resign or if the office of the Agent shall become vacant for any other reason, Majority Lenders shall, by written instrument, appoint successor agent(s) (“Successor Agent”) satisfactory to such Majority Lenders and, so long as no Default or Event of Default has occurred and is continuing, to the Borrower (which approval shall not be unreasonably withheld or delayed); provided, however that any such successor Agent shall have been so appointed by the Requisite Lenders and shall have accepted such appointment within 30 days after the resigning Agent’s giving notice of resignation, then the resigning Agent may, on behalf of Lenders, appoint a successor Agent, which shall be a bank or Lender, if a trust company or other financial institution which maintains an office in the United StatesLender is willing to accept such appointment, or otherwise shall be a commercial bank or 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, or any Affiliate of such bank or trust company or other financial institution which is engaged in the banking business, State thereof and shall have has a combined capital and surplus of at least $500,000,000. Such Successor Agent shall thereupon become the Agent hereunder, as applicable, and the Agent shall deliver or cause to be delivered to any successor agent such documents of transfer and assignment as such Successor Agent may reasonably request300,000,000. If a Successor no successor Agent is not so has been appointed or does not accept pursuant to the foregoing, within 30 days after the date such appointment before notice of resignation was given by the resigning Agent’s , such resignation becomes effective, shall become effective and the resigning Agent may appoint a temporary successor to act until such appointment by the Majority Lenders and, if applicable, the Borrower, is made and accepted, or if no such temporary successor is appointed as provided above by the resigning the Agent, the Majority 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 approval of Borrower Representative, such approval not to be unreasonably withheld or delayed; provided that such approval shall not be required 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 all the rights, powers, privileges and duties of the resigning Agent. Upon the earlier of the acceptance of any appointment as Agent hereunder until such appointment by a successor Agent or the Majority Lenders and, if applicable, the Borrower, is made and accepted. Such Successor Agent shall succeed to all of the rights and obligations effective date 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 such succession of any such Successor Agent’s resignation, the resigning Agent shall be discharged from its duties and obligations, in its capacity as obligations under this Agreement and the Agent hereunderother Loan Documents, except for its gross negligence that any indemnity rights or willful misconduct arising prior to its other rights in favor of such resigning Agent shall continue. After any resigning Agent’s resignation hereunder, and the provisions of this Article 12 Section 9 shall continue in effect for the inure to its benefit of the resigning Agent in respect of as to any actions taken or omitted to be taken by it while it was acting as Agent under this Agreement and the Agentother Loan Documents.

Successor Agent. The Agent may resign as such at any time upon at least thirty (30) by giving not less than 30 days’ prior written notice thereof to Lenders and Borrower. Upon any such resignation, Required Lenders shall have the right to appoint a successor Agent. If no successor Agent shall have been so appointed by Required Lenders and shall have accepted such appointment within 30 days prior after the resigning Agent’s giving notice of resignation, then the resigning Agent may, on behalf of Lenders, appoint a successor Agent, which shall be a Lender, if a Lender is willing to accept such appointment, or otherwise shall be a commercial bank or financial institution or a subsidiary of a commercial bank or financial institution if such commercial bank or financial institution or other entity whose business includes making commercial loans, in each case, is organized under the laws of Canada or of any province thereof. If no successor Agent has been appointed pursuant to the Borrower and each foregoing, within 30 days after the date such notice of resignation was given by the Lenders. If the Agent at any time shall resign or if the office of the Agent resigning Agent, such resignation shall become vacant for any other reasoneffective and Required Lenders shall thereafter perform all the duties of Agent hereunder until such time, Majority if any, as Required Lenders shallappoint a successor Agent as provided above. Any successor Agent appointed by Required Lenders hereunder shall be subject to the approval of Borrower, by written instrumentsuch approval not to be unreasonably withheld or delayed; provided, appoint successor agent(s) (“Successor Agent”) satisfactory to that such Majority Lenders and, so long as no Default or approval shall not be required if an Event of Default has occurred and is continuing. Upon the acceptance of any appointment as Agent hereunder by a successor Agent, to the Borrower (which approval shall not be unreasonably withheld or delayed); provided, however that any such successor Agent shall be a bank or a trust company or other financial institution which maintains an office in succeed to and become vested with all the United Statesrights, or a commercial bank organized under the laws powers, privileges and duties of the United States resigning Agent. Upon the earlier of the acceptance of any appointment as Agent hereunder by a successor Agent or any state thereof, or any Affiliate the effective date of such bank or trust company or other financial institution which is engaged in the banking business, and shall have a combined capital and surplus of at least $500,000,000. Such Successor Agent shall thereupon become the Agent hereunder, as applicable, and the 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 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 Borrower, is made and accepted, or if no such temporary successor is appointed as provided above by the resigning the Agent, the Majority Lenders shall thereafter perform all of the duties of the resigning the Agent hereunder until such appointment by the Majority Lenders and, if applicable, the Borrower, is made and accepted. Such Successor Agent shall succeed to all of the rights and obligations of the resigning Agent as if originally named. The resigning Agent shall duly assign, transfer and deliver to such Successor Agent all moneys at the time held by the resigning Agent hereunder after deducting therefrom its expenses for which it is entitled to be reimbursed hereunder. Upon such succession of any such Successor Agentresignation, the resigning Agent shall be discharged from its duties and obligations, in its capacity as obligations under this Agreement and the Agent hereunderother Financing Agreements, except for its gross negligence that any indemnity rights or willful misconduct arising prior to its other rights in favour of such resigning Agent shall continue. After any resigning Agent’s resignation hereunder, and the provisions of this Article 12 11 shall continue in effect for the inure to its benefit of the resigning Agent in respect of as to any actions taken or omitted to be taken by it while it was acting as Agent under this Agreement and the Agentother Financing Agreements.

Successor Agent. The Agent may resign as such at any time upon at least thirty (30) days prior as Agent under the Loan Documents by giving written notice thereof to the Borrower Lenders and each of the LendersBorrower. If The Agent may be removed as Agent under the Loan Documents for gross negligence or willful misconduct upon 30-day’s prior written notice by all Lenders (other than the Lender then acting as Agent). Upon any such resignation or removal, the Requisite Lenders shall have the right to appoint a successor Agent at any time shall resign or if the office of the Agent shall become vacant for any other reason, Majority Lenders which appointment shall, by written instrument, appoint successor agent(s) (“Successor Agent”) satisfactory to such Majority Lenders and, so long as provided no Default or Event of Default has occurred and is continuingexists, be subject to the Borrower (Borrower’s approval, which approval shall not be unreasonably withheld or delayeddelayed (except that the Borrower shall, in all events, be deemed to have approved each Lender and its affiliates as a successor Agent). If no successor Agent shall have been so appointed in accordance with the immediately preceding sentence, and shall have accepted such appointment, within thirty (30) days after the resigning Agent’s giving of notice of resignation or the giving of notice of the removal of the Agent, then the resigning or removed Agent may, on behalf of the Lenders, appoint a successor Agent, which shall be a Lender, if any Lender shall be willing to serve, and otherwise shall be a commercial bank having total combined assets of at least $50,000,000,000; provided, however that the resigning or removed Agent shall continue to serve as Agent until such time as a successor Agent shall have accepted such appointment. Upon the acceptance of any appointment as Agent hereunder by a successor Agent, such successor Agent shall be a bank or a trust company or other financial institution which maintains an office in thereupon succeed to and become vested with all the United Statesrights, or a commercial bank organized under the laws powers, privileges and duties of the United States or any state thereof, or any Affiliate of such bank or trust company or other financial institution which is engaged in the banking business, and shall have a combined capital and surplus of at least $500,000,000. Such Successor Agent shall thereupon become the Agent hereunder, as applicableretiring Agent, and the 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 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 Borrower, is made and accepted, or if no such temporary successor is appointed as provided above by the resigning the Agent, the Majority Lenders shall thereafter perform all of the duties of the resigning the Agent hereunder until such appointment by the Majority Lenders and, if applicable, the Borrower, is made and accepted. Such Successor Agent shall succeed to all of the rights and obligations of the resigning Agent as if originally named. The resigning Agent shall duly assign, transfer and deliver to such Successor Agent all moneys at the time held by the resigning Agent hereunder after deducting therefrom its expenses for which it is entitled to be reimbursed hereunder. Upon such succession of any such Successor Agent, the resigning retiring Agent shall be discharged from its duties and obligationsobligations under the Loan Documents; provided, in however, such retiring Agent shall not be relieved from any obligations arising prior to its capacity as discharge the Agent hereunder, except for its extent resulting from the Agent’s gross negligence or willful misconduct arising prior as determined by a court of competent jurisdiction in a final, non-appealable judgment or from the failure by the Agent to its follow the written direction of the Requisite Lenders (or all of the Lenders if expressly required hereunder) unless such failure results from the Agent following the advice of counsel to the Agent of which advice the Lenders have received notice. After any Agent’s resignation hereunderor removal hereunder as Agent, and the provisions of this Article 12 XI. shall continue in effect for the to inure to its benefit of the resigning Agent in respect of as to any actions taken or omitted to be taken by it while it was acting as Agent under the AgentLoan Documents.

Successor Agent. The Agent may resign as such at any time upon at least by giving not less than thirty (30) days’ prior written notice thereof to Lenders and the Borrowers. Upon any such resignation, the Requisite Lenders shall have the right to appoint a successor Agent. If no successor Agent shall have been so appointed by the Requisite Lenders and shall have accepted such appointment within thirty (30) days prior after the resigning Agent’s giving notice of resignation, then the resigning Agent may, on behalf of Lenders, appoint a successor Agent, which shall be a Lender, if a Lender is willing to accept such appointment, or otherwise shall be a commercial bank or 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 Borrower foregoing, within thirty (30) days after the date such notice of resignation was given by the resigning Agent, such resignation shall become effective and each 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 written approval of the Lenders. If the Agent at Borrowers, such approval not to be unreasonably withheld or delayed; provided that such approval shall not be required if any time shall resign or if the office of the Agent shall become vacant for any other reason, Majority Lenders shall, by written instrument, appoint successor agent(s) (“Successor Agent”) satisfactory to such Majority Lenders and, so long as no Default or Event of Default has occurred and is continuing. Upon the acceptance of any appointment as Agent hereunder by a successor Agent, to the Borrower (which approval shall not be unreasonably withheld or delayed); provided, however that any such successor Agent shall be a bank or a trust company or other financial institution which maintains an office in succeed to and become vested with all the United Statesrights, or a commercial bank organized under the laws powers, privileges and duties of the United States resigning Agent. Upon the earlier of the acceptance of any appointment as Agent hereunder by a successor Agent or any state thereof, or any Affiliate the effective date of such bank or trust company or other financial institution which is engaged in the banking business, and shall have a combined capital and surplus of at least $500,000,000. Such Successor Agent shall thereupon become the Agent hereunder, as applicable, and the 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 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 Borrower, is made and accepted, or if no such temporary successor is appointed as provided above by the resigning the Agent, the Majority Lenders shall thereafter perform all of the duties of the resigning the Agent hereunder until such appointment by the Majority Lenders and, if applicable, the Borrower, is made and accepted. Such Successor Agent shall succeed to all of the rights and obligations of the resigning Agent as if originally named. The resigning Agent shall duly assign, transfer and deliver to such Successor Agent all moneys at the time held by the resigning Agent hereunder after deducting therefrom its expenses for which it is entitled to be reimbursed hereunder. Upon such succession of any such Successor Agentresignation, the resigning Agent shall be discharged from its duties and obligations, in its capacity as obligations under this Agreement and the Agent hereunderother Loan Documents, except for its gross negligence that any indemnity rights or willful misconduct arising prior to its other rights in favor of such resigning Agent shall continue. After any resigning Agent’s resignation hereunder, and the provisions of this Article 12 Section 11 shall continue in effect for the inure to its benefit of the resigning Agent in respect of as to any actions taken or omitted to be taken by it while it was acting as Agent under this Agreement and the Agentother Loan Documents.

Successor Agent. The Agent may resign as such at any time upon at least thirty (30) days prior notice to the Borrower and each of the all Lenders. If the Agent at any time shall resign or if the office of the Agent shall become vacant for any other reason, Majority Lenders shall, by written instrument, appoint successor agent(s) (“Successor Agent”) satisfactory to such Majority Lenders Lenders, and, so long as no Default or Event of Default has occurred and is continuing, to Borrower. Such successor agent shall thereupon become the Borrower (which approval Agent hereunder, as applicable, and shall not be unreasonably withheld or delayed); provided, however that any entitled to receive from the prior Agent such documents of transfer and assignment as such successor Agent may reasonably request. Any such successor Agent shall be a bank or a trust company or other financial institution which maintains an office in the United States, or a commercial bank organized under the laws of the United States or any state thereof, or any Affiliate of such bank or trust company or other financial institution which is engaged in the banking business, thereof and shall have a combined capital and surplus of at least $500,000,000. Such Successor Agent shall thereupon become the Agent hereunder, as applicable, and the 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 successor is not so appointed or does not accept such appointment before the resigning Agent’s resignation becomes effective, the resigning Agent may appoint a temporary successor to act until such appointment by the Majority Lenders and, if applicable, the Borrower, is made and accepted, accepted or if no such temporary successor is appointed as provided above by the resigning the Agent, the Majority Lenders shall thereafter perform all of the duties of the resigning the Agent hereunder until such appointment by the Majority Lenders and, if applicable, the Borrower, is made and accepted. Such Successor successor Agent shall succeed to all of the rights and obligations of the resigning Agent as if originally named. The resigning Agent shall duly assign, transfer and deliver to such Successor 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 hereunderreimbursed. Upon such succession of any such Successor successor Agent, the resigning Agent agent shall be discharged from its duties and obligations, in its capacity as the Agent obligations hereunder, except for its gross negligence or willful misconduct arising prior to its resignation hereunder, and the 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 be taken by it while it was acting as the Agent.

Successor Agent. The Agent may resign as such at any time upon at least thirty (30) days by giving not less than 30 days' prior written notice thereof to Lenders and Borrowers. Upon any such resignation, the Borrower and each of Requisite Lenders shall have the Lendersright to appoint a successor Agent. If the Agent at any time shall resign or if the office of the Agent shall become vacant for any other reason, Majority Lenders shall, by written instrument, appoint successor agent(s) (“Successor Agent”) satisfactory to such Majority Lenders and, so long as no Default or Event of Default has occurred and is continuing, to the Borrower (which approval shall not be unreasonably withheld or delayed); provided, however that any such successor Agent shall have been so appointed by the Requisite Lenders and shall have accepted such appointment within 30 days after the resigning Agent's giving notice of resignation, then the resigning Agent may, on behalf of Lenders, appoint a successor Agent, which shall be a bank or Lender, if a trust company or other financial institution which maintains an office in the United StatesLender is willing to accept such appointment, or otherwise shall be a commercial bank or 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, or any Affiliate of such bank or trust company or other financial institution which is engaged in the banking business, State thereof and shall have has a combined capital and surplus of at least $500,000,000. Such Successor Agent shall thereupon become the Agent hereunder, as applicable, and the Agent shall deliver or cause to be delivered to any successor agent such documents of transfer and assignment as such Successor Agent may reasonably request300,000,000. If a Successor no successor Agent is not so has been appointed or does not accept pursuant to the foregoing, within 30 days after the date such appointment before notice of resignation was given by the resigning Agent’s , such resignation becomes effective, shall become effective and the resigning Agent may appoint a temporary successor to act until such appointment by the Majority Lenders and, if applicable, the Borrower, is made and accepted, or if no such temporary successor is appointed as provided above by the resigning the Agent, the Majority 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 Agent or Requisite Lenders hereunder shall be subject to the prior approval of Borrowers, such approval not to be unreasonably withheld or delayed; provided, that such approval shall not be required 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 all the rights, powers, privileges and duties of the resigning Agent. Upon the earlier of the acceptance of any appointment as Agent hereunder until such appointment by a successor Agent or the Majority Lenders and, if applicable, the Borrower, is made and accepted. Such Successor Agent shall succeed to all of the rights and obligations effective date 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 such succession of any such Successor Agent's resignation, the resigning Agent shall be discharged from its duties and obligations, in its capacity as obligations under this Agreement and the Agent hereunderother Loan Documents, except for its gross negligence that any indemnity rights or willful misconduct arising prior to its other rights in favor of such resigning Agent shall continue. After any resigning Agent's resignation hereunder, and the provisions of this Article 12 Section 9 shall continue in effect for the inure to its benefit of the resigning Agent in respect of as to any actions taken or omitted to be taken by it while it was acting as Agent under this Agreement and the Agentother Loan Documents.

Successor Agent. The Agent may resign as such at any time upon at least thirty (30) days prior by giving written notice thereof to the Borrower Lenders and each of the Lenders. If the Agent Borrowers and may be removed at any time with or without cause by the Required Lenders. Upon any such resignation or removal, the Required Lenders shall resign or if have the office right to appoint a successor Agent with the consent of the Agent Borrowers, which consent shall become vacant for not be unreasonably withheld and shall not be required if any other reason, Majority Lenders shall, by written instrument, appoint successor agent(s) (“Successor Agent”) satisfactory to such Majority Lenders and, so long as no Default or Event of Default has occurred and is continuing, to the Borrower (which approval shall not be unreasonably withheld or delayed); provided, however that any such . If no successor Agent shall have been so appointed by the Required Lenders, and shall have accepted such appointment, within 30 days after the retiring Agent’s giving of notice of resignation or the Required Lenders’ removal of the retiring Agent, then the retiring Agent may, on behalf of the Lenders, appoint a successor Agent, which shall be a bank or a trust company or other financial institution which maintains an office in the United States, or a commercial bank organized under the laws of the United States of America or of any state thereof, or any Affiliate of such bank or trust company or other financial institution which is engaged in the banking business, State thereof and shall have having a combined capital and surplus of at least $500,000,000. Such Successor Agent shall thereupon become the Agent hereunder, as applicable, and provided that if the Agent shall deliver or cause to be delivered to any successor agent notify the Borrower and the Lenders that no qualifying Person has accepted such documents of transfer appointment, then such resignation shall nonetheless become effective in accordance with such notice and assignment as such Successor Agent may reasonably request. If a Successor Agent is not so appointed or does not accept such appointment before (a) 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 Borrower, is made and accepted, or if no such temporary successor is appointed as provided above by the resigning the Agent, the Majority Lenders shall thereafter perform all of the duties of the resigning the Agent hereunder until such appointment by the Majority Lenders and, if applicable, the Borrower, is made and accepted. Such Successor Agent shall succeed to all of the rights and obligations of the resigning Agent as if originally named. The resigning Agent shall duly assign, transfer and deliver to such Successor Agent all moneys at the time held by the resigning Agent hereunder after deducting therefrom its expenses for which it is entitled to be reimbursed hereunder. Upon such succession of any such Successor Agent, the resigning retiring Agent shall be discharged from its duties and obligationsobligations hereunder and under the other Loan Documents and (b) all payments, in its capacity 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 Required Lenders appoint a successor Agent hereunderas provided above. Upon the acceptance of any appointment as Agent hereunder by a successor Agent, except for its gross negligence or willful misconduct arising prior such successor Agent shall thereupon succeed to its resignation hereunderand become vested with all the rights, powers, discretion, privileges and duties of the retiring Agent, and the retiring Agent shall be discharged from its duties and obligations under this Agreement. After any retiring Agent’s resignation or removal hereunder as Agent, the provisions of this Article 12 VIII shall continue in effect for the inure to its benefit of the resigning Agent in respect of as to any actions taken or omitted to be taken by it while it was acting as the AgentAgent under this Agreement.

Successor Agent. The (a) Agent may resign as such at any time upon at least thirty (30) days by giving not less than 30 days’ prior written notice thereof to Lenders and Borrower Representative. Upon any such resignation, the Borrower and each of Requisite Lenders shall have the Lendersright to appoint a successor Agent. If the Agent at any time shall resign or if the office of the Agent shall become vacant for any other reason, Majority Lenders shall, by written instrument, appoint successor agent(s) (“Successor Agent”) satisfactory to such Majority Lenders and, so long as no Default or Event of Default has occurred and is continuing, to the Borrower (which approval shall not be unreasonably withheld or delayed); provided, however that any such successor Agent shall have been so appointed by the Requisite Lenders and shall have accepted such appointment within 30 days after the resigning Agent’s giving notice of resignation, then the resigning Agent may, on behalf of Lenders, appoint a successor Agent, which shall be a bank or US Lender, if a trust company or other financial institution which maintains an office in the United StatesUS Lender is willing to accept such appointment, or otherwise shall be a commercial bank or 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, or any Affiliate of such bank or trust company or other financial institution which is engaged in the banking business, State thereof and shall have has a combined capital and surplus of at least $500,000,000. Such Successor Agent shall thereupon become the Agent hereunder, as applicable, and the Agent shall deliver or cause to be delivered to any successor agent such documents of transfer and assignment as such Successor Agent may reasonably request300,000,000. If a Successor no successor Agent is not so has been appointed or does not accept pursuant to the foregoing, within 30 days after the date such appointment before notice of resignation was given by the resigning Agent’s , such resignation becomes effective, shall become effective and the resigning Agent may appoint a temporary successor to act until such appointment by the Majority Lenders and, if applicable, the Borrower, is made and accepted, or if no such temporary successor is appointed as provided above by the resigning the Agent, the Majority 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 approval of Borrower Representative, such approval not to be unreasonably withheld or delayed; provided that such approval shall not be required if a Default or 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 all the rights, powers, privileges and duties of the resigning Agent. Upon the earlier of the acceptance of any appointment as Agent hereunder until such appointment by a successor Agent or the Majority Lenders and, if applicable, the Borrower, is made and accepted. Such Successor Agent shall succeed to all of the rights and obligations effective date 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 such succession of any such Successor Agent’s resignation, the resigning Agent shall be discharged from its duties and obligations, in its capacity as obligations under this Agreement and the Agent hereunderother Loan Documents, except for its gross negligence that any indemnity rights or willful misconduct arising prior to its other rights in favor of such resigning Agent shall continue. After any resigning Agent’s resignation hereunder, and the provisions of this Article 12 Section 9 shall continue in effect for the inure to its benefit of the resigning Agent in respect of as to any actions taken or omitted to be taken by it while it was acting as Agent under this Agreement and the Agentother Loan Documents.

Successor Agent. The Agent may resign as such at any time upon at least by giving not less than thirty (30) days days' prior written notice thereof to Lenders and Borrower Representative. Upon any such resignation, the Borrower and each of Requisite Lenders shall have the Lendersright to appoint a successor Agent. If the Agent at any time shall resign or if the office of the Agent shall become vacant for any other reason, Majority Lenders shall, by written instrument, appoint successor agent(s) (“Successor Agent”) satisfactory to such Majority Lenders and, so long as no Default or Event of Default has occurred and is continuing, to the Borrower (which approval shall not be unreasonably withheld or delayed); provided, however that any such successor Agent shall have been so appointed by the Requisite Lenders and shall have accepted such appointment within 30 days after the resigning Agent's giving notice of resignation, then the resigning Agent may, on behalf of Lenders, appoint a successor Agent, which shall be a bank or Lender, if a trust company or other financial institution which maintains an office in the United StatesLender is willing to accept such appointment, or otherwise shall be a commercial bank or 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, or any Affiliate of such bank or trust company or other financial institution which is engaged in the banking business, State thereof and shall have has a combined capital and surplus of at least $500,000,000. Such Successor Agent shall thereupon become the Agent hereunder, as applicable, and the Agent shall deliver or cause to be delivered to any successor agent such documents of transfer and assignment as such Successor Agent may reasonably request300,000,000. If a Successor no successor Agent is not so has been appointed or does not accept pursuant to the foregoing, by the 30th day after the date such appointment before notice of resignation was given by the resigning Agent’s , such resignation becomes effective, shall become effective and the resigning Agent may appoint a temporary successor to act until such appointment by the Majority Lenders and, if applicable, the Borrower, is made and accepted, or if no such temporary successor is appointed as provided above by the resigning the Agent, the Majority 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 approval of Borrower Representative, such approval not to be unreasonably withheld or delayed; PROVIDED that such approval shall not be required if a Default or an Event of Default shall have occurred and 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 all the rights, powers, privileges and duties of the resigning Agent. Upon the earlier of the acceptance of any appointment as Agent hereunder until such appointment by a successor Agent or the Majority Lenders and, if applicable, the Borrower, is made and accepted. Such Successor Agent shall succeed to all of the rights and obligations effective date 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 such succession of any such Successor Agent's resignation, the resigning Agent shall be discharged from its duties and obligations, in its capacity as obligations under this Agreement and the Agent hereunderother Loan Documents, except for its gross negligence that any indemnity rights or willful misconduct arising prior to its other rights in favor of such resigning Agent shall continue. After any resigning Agent's resignation hereunder, and the provisions of this Article 12 SECTION 9 shall continue in effect for the inure to its benefit of the resigning Agent in respect of as to any actions taken or omitted to be taken by it while it was acting as Agent under this Agreement and the Agentother Loan Documents.

Successor Agent. The Subject to the appointment and acceptance of a successor Agent as provided below, either Agent may resign as such at any time upon at least thirty (30) days prior notice to by notifying the Borrower Lenders and each of the LendersBorrower. If Upon any such resignation, the Agent at any time shall resign or if the office of the Agent shall become vacant for any other reason, Majority Lenders shallshall have the right, by written instrument, appoint successor agent(s) with the consent of Borrower (“Successor Agent”) satisfactory to such Majority Lenders and, so long as provided that no Default or Event of Default has occurred and is continuing, continuing and such consent not to the Borrower (which approval shall not be unreasonably withheld or delayed); provided, however that any to appoint a successor. If no successor shall have been so appointed by the Majority Lenders and shall have accepted such appointment within thirty (30) days after the retiring Agent gives notice of its resignation, then the retiring Agent may, on behalf of the Lenders, appoint a successor Agent which shall be a bank or a trust company or other financial institution which maintains with an office in the United StatesNew York, New York, or a commercial bank organized under the laws of the United States or any state thereof, or any an Affiliate of any such bank or trust company or other financial institution which is engaged in the banking business, and shall have a combined capital and surplus of at least $500,000,000. Such Successor Agent shall thereupon become the Agent hereunder, as applicable, and the Agent shall deliver or cause to be delivered to any successor agent such documents of transfer and assignment as such Successor Agent may reasonably requestbank. If a Successor no successor Agent is not so has been appointed or does not accept pursuant to the immediately preceding sentence by the thirtieth (30th) day after the date such appointment before the resigning notice of resignation was given by such Agent, such 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 Borrower, is made shall become effective and accepted, or if no such temporary successor is appointed as provided above by the resigning the Agent, the Majority Lenders shall thereafter perform all of the duties of the resigning the such Agent hereunder and/or under any other Financing Document until such appointment by time, if any, as the Majority Lenders andappoint, if applicablewith the consent of Borrower (provided that no Default or Event of Default has occurred and is continuing and such consent not to be unreasonably withheld or delayed), a successor Administrative Agent and/or Collateral Agent, as the Borrowercase may be. Upon the acceptance of its appointment as Agent hereunder by a successor, is made and accepted. Such Successor Agent such successor shall succeed to and become vested with all the rights, powers, privileges and duties of the rights and obligations of the resigning Agent as if originally named. The resigning Agent shall duly assign, transfer and deliver to such Successor Agent all moneys at the time held by the resigning Agent hereunder after deducting therefrom its expenses for which it is entitled to be reimbursed hereunder. Upon such succession of any such Successor retiring Agent, and the resigning retiring Agent shall be discharged from its duties and obligations, in its capacity obligations hereunder. The fees payable by Borrower to a successor Agent shall be the same as the Agent hereunder, except for its gross negligence or willful misconduct arising prior those payable to its predecessor unless otherwise agreed between Borrower and such successor. After an Agent’s resignation hereunder, and the provisions of this Article 12 9 and Section 10.7 shall continue in effect for the benefit of the resigning Agent such retiring Agent, its sub-agents and their respective Related Parties in respect of any actions taken or omitted to be taken by it any of them while it was acting as the Agent.

Successor Agent. The Agent may resign as such at any time upon at least by giving not less than thirty (30) days' prior written notice thereof to Lenders and Borrower. Upon any such resignation, the Requisite Lenders shall have the right to appoint a successor Agent. If no successor Agent shall have been so appointed by the Requisite Lenders and shall have accepted such appointment within thirty (30) days prior after the resigning Agent's giving notice to of resignation, then the Borrower and each resigning Agent may, on behalf of the Lenders. If the Agent at any time shall resign or if the office of the Agent shall become vacant for any other reason, Majority Lenders shall, by written instrument, appoint a successor agent(s) (“Successor Agent”) satisfactory to such Majority Lenders and, so long as no Default or Event of Default has occurred and is continuing, to the Borrower (which approval shall not be unreasonably withheld or delayed); provided, however that any such successor Agent shall be a bank or Lender, if a trust company or other financial institution which maintains an office in the United StatesLender is willing to accept such appointment, or otherwise shall be a commercial bank or 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, or any Affiliate of such bank or trust company or other financial institution which is engaged in the banking business, State thereof and shall have has a combined capital and surplus of at least $500,000,000. Such Successor Agent shall thereupon become the Agent hereunder, as applicable, and the Agent shall deliver or cause to be delivered to any successor agent such documents of transfer and assignment as such Successor Agent may reasonably request300,000,000. If a Successor no successor Agent is not so has been appointed or does not accept pursuant to the foregoing, within thirty (30) days after the date such appointment before notice of resignation was given by the resigning Agent’s , such resignation becomes effective, shall become effective and the resigning Agent may appoint a temporary successor to act until such appointment by the Majority Lenders and, if applicable, the Borrower, is made and accepted, or if no such temporary successor is appointed as provided above by the resigning the Agent, the Majority 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 Agent or Requisite Lenders hereunder shall be subject to the approval of Borrower, such approval not to be unreasonably withheld or delayed; provided that such approval shall not be required if a Default or 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 all the rights, powers, privileges and duties of the resigning Agent. Upon the earlier of the acceptance of any appointment as Agent hereunder until such appointment by a successor Agent or the Majority Lenders and, if applicable, the Borrower, is made and accepted. Such Successor Agent shall succeed to all of the rights and obligations effective date 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 such succession of any such Successor Agent's resignation, the resigning Agent shall be discharged from its duties and obligations, in its capacity as obligations under this Agreement and the Agent hereunderother Loan Documents, except for its gross negligence that any indemnity rights or willful misconduct arising prior to its other rights in favor of such resigning Agent shall continue. After any resigning Agent's resignation hereunder, and the provisions of this Article 12 Section 9 shall continue in effect for the inure to its benefit of the resigning Agent in respect of as to any actions taken or omitted to be taken by it while it was acting as Agent under this Agreement and the Agentother Loan Documents.

Successor Agent. The Agent may resign as such at any time upon at least by giving not less than thirty (30) days days' prior written notice thereof to Lenders and Borrower. Upon any such resignation, the Borrower and each of Requisite Lenders shall have the Lendersright to appoint a successor Agent. If the Agent at any time shall resign or if the office of the Agent shall become vacant for any other reason, Majority Lenders shall, by written instrument, appoint successor agent(s) (“Successor Agent”) satisfactory to such Majority Lenders and, so long as no Default or Event of Default has occurred and is continuing, to the Borrower (which approval shall not be unreasonably withheld or delayed); provided, however that any such successor Agent shall have been so appointed by the Requisite Lenders and shall have accepted such appointment within 30 days after the resigning Agent's giving notice of resignation, then the resigning Agent may, on behalf of Lenders, appoint a successor Agent, which shall be a bank or Lender, if a trust company or other financial institution which maintains an office in the United StatesLender is willing to accept such appointment, or otherwise shall be a commercial bank or 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, or any Affiliate of such bank or trust company or other financial institution which is engaged in the banking business, State thereof and shall have has a combined capital and surplus of at least $500,000,000. Such Successor Agent shall thereupon become the Agent hereunder, as applicable, and the Agent shall deliver or cause to be delivered to any successor agent such documents of transfer and assignment as such Successor Agent may reasonably request300,000,000. If a Successor no successor Agent is not so has been appointed or does not accept pursuant to the foregoing, by the 30th day after the date such appointment before notice of resignation was given by the resigning Agent’s , such resignation becomes effective, shall become effective and the resigning Agent may appoint a temporary successor to act until such appointment by the Majority Lenders and, if applicable, the Borrower, is made and accepted, or if no such temporary successor is appointed as provided above by the resigning the Agent, the Majority 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 approval of Borrower, such approval not to be unreasonably withheld or delayed; provided that such approval shall not be required if a Default or an Event of Default shall have occurred and 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 all the rights, powers, privileges and duties of the resigning Agent. Upon the earlier of the acceptance of any appointment as Agent hereunder until such appointment by a successor Agent or the Majority Lenders and, if applicable, the Borrower, is made and accepted. Such Successor Agent shall succeed to all of the rights and obligations effective date 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 such succession of any such Successor Agent's resignation, the resigning Agent shall be discharged from its duties and obligations, in its capacity as obligations under this Agreement and the Agent hereunderother Loan Documents, except for its gross negligence that any indemnity rights or willful misconduct arising prior to its other rights in favor of such resigning Agent shall continue. After any resigning Agent's resignation hereunder, and the provisions of this Article 12 Section 9 shall continue in effect for the inure to its benefit of the resigning Agent in respect of as to any actions taken or omitted to be taken by it while it was acting as Agent under this Agreement and the other Loan Documents. Agent may be 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 have waived and released any and all claims they may have against Agent.

Successor Agent. The Agent may resign as such at any time upon at least by giving not less than thirty (30) days' prior written notice thereof to Lenders and Borrower. Upon any such resignation, the Requisite Lenders shall have the right to appoint a successor Agent. If no successor Agent shall have been so appointed by the Requisite Lenders and shall have accepted such appointment within thirty (30) days prior after the resigning Agent's giving notice to of resignation, then the Borrower and each resigning Agent may, on behalf of the Lenders. If the Agent at any time shall resign or if the office of the Agent shall become vacant for any other reason, Majority Lenders shall, by written instrument, appoint a successor agent(s) (“Successor Agent”) satisfactory to such Majority Lenders and, so long as no Default or Event of Default has occurred and is continuing, to the Borrower (which approval shall not be unreasonably withheld or delayed); provided, however that any such successor Agent shall be a bank or Lender, if a trust company or other financial institution which maintains an office in the United StatesLender is willing to accept such appointment, or otherwise shall be a commercial bank or 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, or any Affiliate of such bank or trust company or other financial institution which is engaged in the banking business, State thereof and shall have has a combined capital and surplus of at least $500,000,000. Such Successor Agent shall thereupon become the Agent hereunder, as applicable, and the Agent shall deliver or cause to be delivered to any successor agent such documents of transfer and assignment as such Successor Agent may reasonably request300,000,000. If a Successor no successor Agent is not so has been appointed or does not accept pursuant to the foregoing, by the 30th day after the date such appointment before notice of resignation was given by the resigning Agent’s , such resignation becomes effective, shall become effective and the resigning Agent may appoint a temporary successor to act until such appointment by the Majority Lenders and, if applicable, the Borrower, is made and accepted, or if no such temporary successor is appointed as provided above by the resigning the Agent, the Majority 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 approval of Borrower, such approval not to be unreasonably withheld or delayed; provided that such approval shall not be required if a Default or an Event of Default shall have occurred and 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 all the rights, powers, privileges and duties of the resigning Agent. Upon the earlier of the acceptance of any appointment as Agent hereunder until such appointment by a successor Agent or the Majority Lenders and, if applicable, the Borrower, is made and accepted. Such Successor Agent shall succeed to all of the rights and obligations effective date 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 such succession of any such Successor Agent's resignation, the resigning Agent shall be discharged from its duties and obligations, in its capacity as obligations under this Agreement and the Agent hereunderother Loan Documents, except for its gross negligence that any indemnity rights or willful misconduct arising prior to its other rights in favor of such resigning Agent shall continue. After any resigning Agent's resignation hereunder, and the provisions of this Article 12 Section 9 shall continue in effect for the inure to its benefit of the resigning Agent in respect of as to any actions taken or omitted to be taken by it while it was acting as Agent under this Agreement and the Agentother Loan Documents.

Successor Agent. The Agent may resign as such at any time upon at least by giving not less than thirty (30) days days' prior written notice thereof to Lenders and Borrower. Upon any such resignation, the Borrower and each of Requisite Lenders shall have the Lendersright to appoint a successor Agent. If the Agent at any time shall resign or if the office of the Agent shall become vacant for any other reason, Majority Lenders shall, by written instrument, appoint successor agent(s) (“Successor Agent”) satisfactory to such Majority Lenders and, so long as no Default or Event of Default has occurred and is continuing, to the Borrower (which approval shall not be unreasonably withheld or delayed); provided, however that any such successor Agent shall have been so appointed by the Requisite Lenders and shall have accepted such appointment within 30 days after the resigning Agent's giving notice of resignation, then the resigning Agent may, on behalf of Lenders, appoint a successor Agent, which shall be a bank or Lender, if a trust company or other financial institution which maintains an office in the United StatesLender is willing to accept such appointment, or otherwise shall be a commercial bank or 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, or any Affiliate of such bank or trust company or other financial institution which is engaged in the banking business, State thereof and shall have has a combined capital and surplus of at least $500,000,000. Such Successor Agent shall thereupon become the Agent hereunder, as applicable, and the Agent shall deliver or cause to be delivered to any successor agent such documents of transfer and assignment as such Successor Agent may reasonably request300,000,000. If a Successor no successor Agent is not so has been appointed or does not accept pursuant to the foregoing, by the 30th day after the date such appointment before notice of resignation was given by the resigning Agent’s , such resignation becomes effective, shall become effective and the resigning Agent may appoint a temporary successor to act until such appointment by the Majority Lenders and, if applicable, the Borrower, is made and accepted, or if no such temporary successor is appointed as provided above by the resigning the Agent, the Majority 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 approval of Borrower, such approval not to be unreasonably withheld or delayed; PROVIDED that such approval shall not be required if a Default or an Event of Default shall have occurred and 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 all the rights, powers, privileges and duties of the resigning Agent. Upon the earlier of the acceptance of any appointment as Agent hereunder until such appointment by a successor Agent or the Majority Lenders and, if applicable, the Borrower, is made and accepted. Such Successor Agent shall succeed to all of the rights and obligations effective date 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 such succession of any such Successor Agent's resignation, the resigning Agent shall be discharged from its duties and obligations, in its capacity as obligations under this Agreement and the Agent hereunderother Loan Documents, except for its gross negligence that any indemnity rights or willful misconduct arising prior to its other rights in favor of such resigning Agent shall continue. After any resigning Agent's resignation hereunder, and the provisions of this Article 12 SECTION 9 shall continue in effect for the inure to its benefit of the resigning Agent in respect of as to any actions taken or omitted to be taken by it while it was acting as Agent under this Agreement and the Agentother Loan Documents.

Successor Agent. The Agent may resign as such at any time upon at least thirty by giving written notice thereof to the Lenders and the Borrower. Upon any such resignation, the Majority Lenders shall have the right to appoint a successor Agent, which shall be a Lender or shall be another commercial bank or trust company (30) days prior notice and reasonably acceptable to the Borrower and each of the Lenders. If the Agent at any time shall resign or if the office of the Agent shall become vacant for any other reason, Majority Lenders shall, by written instrument, appoint successor agent(s) (“Successor Agent”) satisfactory to such Majority Lenders and, so long as no Unmatured Default or Event of Default has occurred and is continuing, to the Borrower (which approval shall not be unreasonably withheld or delayed); provided, however that any such successor Agent shall be a bank or a trust company or other financial institution which maintains an office in the United States, or a commercial bank exists) organized under the laws of the United States or of any state thereof. If no successor Agent shall have been so appointed by the Majority Lenders, and shall have accepted such appointment, within thirty days after the retiring Agent’s giving of notice of resignation (the “Resignation Effective Date”), then the retiring Agent shall, on behalf of the Lenders, appoint a successor Agent, which shall be a Lender or any Affiliate of such shall be another commercial bank or trust company organized under the laws of the United States of any state thereof reasonably acceptable to the Borrower; provided that in no event shall any such successor Agent be a Defaulting Lender. Regardless of whether a successor has been appointed or other financial institution which is engaged in has accepted such appointment, such resignation of the banking business, and shall have a combined capital and surplus of at least $500,000,000. Such Successor retiring Agent shall thereupon become effective in accordance with such notice on the Agent hereunderResignation Effective Date. Notwithstanding the foregoing, as applicable, and the 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 resigning Agent’s resignation becomes effective, the resigning Agent may appoint a temporary successor to act until such appointment by if either the Majority Lenders andor the Borrower have not accepted the appointment of a successor Agent or no successor Agent has accepted appointment to act as the Agent hereunder as of the Resignation Effective Date, if applicable, the Borrower, is made and accepted, or if no such temporary successor is appointed as provided above by the resigning the Agent, then the Majority Lenders shall thereafter perform be deemed to have succeeded to and become vested with all of the rights, powers, privileges and duties of the resigning the retiring Agent hereunder until such appointment by the Majority Lenders and, if applicable, the Borrower, is made and accepted. Such Successor Agent shall succeed to all as of the rights and obligations of Resignation Effective Date. With effect from the resigning Agent as if originally named. The resigning Agent shall duly assignResignation Effective Date, transfer and deliver to such Successor Agent all moneys at (i) the time held by the resigning Agent hereunder after deducting therefrom its expenses for which it is entitled to be reimbursed hereunder. Upon such succession of any such Successor Agent, the resigning retiring Agent shall be discharged from its duties and obligationsobligations hereunder and under the other Loan Documents and (ii) except for any indemnity payments owed to the retiring Agent, in its capacity 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 Majority Lenders appoint a successor administrative agent as provided for in this Section 7.7. Upon the acceptance of any appointment as Agent hereunderhereunder by a successor Agent, except for its gross negligence or willful misconduct arising prior such successor Agent shall thereupon succeed to its resignation hereunderand become vested with all the rights, powers, privileges and duties of the retiring Agent, and the retiring Agent shall be discharged from its duties and obligations under this Agreement. After any retiring Agent’s resignation hereunder as Agent, the provisions of this Article 12 VII and Section 9.4 shall continue in effect for the inure to its benefit of the resigning Agent in respect of as to any actions taken or omitted to be taken by it while it was acting as the AgentAgent under this Agreement.

Successor Agent. The Agent may resign as such at any time upon at least thirty (30) days by giving not less than 30 days' prior written notice thereof to Lenders and Borrower. Upon any such resignation, the Borrower and each of Requisite Lenders shall have the Lendersright to appoint a successor Agent. If the Agent at any time shall resign or if the office of the Agent shall become vacant for any other reason, Majority Lenders shall, by written instrument, appoint successor agent(s) (“Successor Agent”) satisfactory to such Majority Lenders and, so long as no Default or Event of Default has occurred and is continuing, to the Borrower (which approval shall not be unreasonably withheld or delayed); provided, however that any such successor Agent shall have been so appointed by the Requisite Lenders and shall have accepted such appointment within 30 days after the resigning Agent's giving notice of resignation, then the resigning Agent may, on behalf of Lenders, appoint a successor Agent, which shall be a bank or Lender, if a trust company or other financial institution which maintains an office in the United StatesLender is willing to accept such appointment, or otherwise shall be a commercial bank or 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, or any Affiliate of such bank or trust company or other financial institution which is engaged in the banking business, State thereof and shall have has a combined capital and surplus of at least $500,000,000. Such Successor Agent shall thereupon become the Agent hereunder, as applicable, and the Agent shall deliver or cause to be delivered to any successor agent such documents of transfer and assignment as such Successor Agent may reasonably request300,000,000. If a Successor no successor Agent is not so has been appointed or does not accept pursuant to the foregoing, within 30 days after the date such appointment before notice of resignation was given by the resigning Agent’s , such resignation becomes effective, shall become effective and the resigning Agent may appoint a temporary successor to act until such appointment by the Majority Lenders and, if applicable, the Borrower, is made and accepted, or if no such temporary successor is appointed as provided above by the resigning the Agent, the Majority 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 approval of Borrower, such approval not to be unreasonably withheld or delayed; PROVIDED that such approval shall not be required if a Default or 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 all the rights, powers, privileges and duties of the resigning Agent. Upon the earlier of the acceptance of any appointment as Agent hereunder until such appointment by a successor Agent or the Majority Lenders and, if applicable, the Borrower, is made and accepted. Such Successor Agent shall succeed to all of the rights and obligations effective date 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 such succession of any such Successor Agent's resignation, the resigning Agent shall be discharged from its duties and obligations, in its capacity as obligations under this Agreement and the Agent hereunderother Loan Documents, except for its gross negligence that any indemnity rights or willful misconduct arising prior to its other rights in favor of such resigning Agent shall continue. After any resigning Agent's resignation hereunder, and the provisions of this Article 12 SECTION 9 shall continue in effect for the inure to its benefit of the resigning Agent in respect of as to any actions taken or omitted to be taken by it while it was acting as Agent under this Agreement and the Agentother Loan Documents.

Successor Agent. The Agent may resign as such at any time upon at least thirty (30) days prior notice to the Borrower and each of the Lenders. If the Agent at any time shall resign or if the office of the Agent shall become vacant for any other reason, Majority Lenders shall, by written instrument, appoint successor agent(s) (“Successor Agent”) satisfactory to such Majority Lenders and, so long as no Default or Event of Default has occurred and is continuing, to the Borrower (which approval shall not be unreasonably withheld or delayed); provided, however that any such successor Agent shall be a bank or a trust company or other financial institution which maintains an office in the United StatesStates or Canada, or a commercial bank organized under the laws of the United States States, Canada or any state or province thereof, or any Affiliate of such bank or trust company or other financial institution which is engaged in the banking business, and shall have a combined capital and surplus of at least $500,000,000. Such Successor Agent shall thereupon become the Agent hereunder, as applicable, and the 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 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 Borrower, is made and accepted, or if no such temporary successor is appointed as provided above by the resigning the Agent, the Majority Lenders shall thereafter perform all of the duties of the resigning the Agent hereunder until such appointment by the Majority Lenders and, if applicable, the Borrower, is made and accepted. Such Successor Agent shall succeed to all of the rights and obligations of the resigning Agent as if originally named. The resigning Agent shall duly assign, transfer and deliver to such Successor Agent all moneys at the time held by the resigning Agent hereunder after deducting therefrom its expenses for which it is entitled to be reimbursed hereunder. Upon such succession of any such Successor Agent, the resigning Agent shall be discharged from its duties and obligations, in its capacity as the Agent hereunder, except for its gross negligence or willful misconduct arising prior to its resignation hereunder, and the provisions of this Article 12 11 shall continue in effect for the benefit of the resigning Agent in respect of any actions taken or omitted to be taken by it while it was acting as the Agent.

Successor Agent. The Agent may resign as such at any time upon at least by delivering notice of such resignation to the Lenders and the Borrower, effective on the date set forth in such notice. Upon any such resignation, the Requisite Lenders shall have the right to appoint a successor Agent. If no successor Agent shall have been so appointed by the Requisite Lenders and shall have accepted such appointment within thirty (30) days prior after the resigning Agent’s giving notice to of resignation, then the Borrower and each resigning Agent may, on behalf of the Lenders. If the Agent at any time shall resign or if the office of the Agent shall become vacant for any other reason, Majority Lenders shall, by written instrument, appoint a successor agent(s) (“Successor Agent”) satisfactory to such Majority Lenders and, so long as no Default or Event of Default has occurred and is continuing, to the Borrower (which approval shall not be unreasonably withheld or delayed); provided, however that any such successor Agent shall be a bank or Lender, if a trust company or other financial institution which maintains an office in the United StatesLender is willing to accept such appointment, or otherwise shall be a commercial bank or 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, or any Affiliate of such bank or trust company or other financial institution which is engaged in the banking business, State thereof and shall have has a combined capital and surplus of at least $500,000,000. Such Successor Agent shall thereupon become the Agent hereunder, as applicable, and the Agent shall deliver or cause to be delivered to any successor agent such documents of transfer and assignment as such Successor Agent may reasonably request300,000,000. If a Successor no successor Agent is not so has been appointed or does not accept pursuant to the foregoing, within thirty (30) days after the date such appointment before notice of resignation was given by 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 Borrower, is made and accepted, or if no such temporary successor is appointed as provided above by the resigning the Agent, the Majority 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. Upon the acceptance of any appointment as Agent hereunder by a successor Agent, such successor Agent shall succeed to and become vested with all the rights, powers, privileges and duties of the resigning Agent. Upon the earlier of the acceptance of any appointment as Agent hereunder until such appointment by a successor Agent or the Majority Lenders and, if applicable, the Borrower, is made and accepted. Such Successor Agent shall succeed to all of the rights and obligations effective date 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 such succession of any such Successor Agent’s resignation, the resigning Agent shall be discharged from its duties and obligations, in its capacity as obligations under this Agreement and the Agent hereunderother Debt Documents, except for its gross negligence that any indemnity rights or willful misconduct arising prior to its other rights in favor of such resigning Agent shall continue. After any resigning Agent’s resignation hereunder, and the provisions of this Article 12 Section 9 shall continue in effect for the inure to its benefit of the resigning Agent in respect of as to any actions taken or omitted to be taken by it while it was acting as Agent under this Agreement and the Agentother Debt Documents.

Successor Agent. The Agent may resign as such at any time upon at least by giving not less than thirty (30) days’ prior written notice thereof to Lenders and Borrower Representative. Upon any such resignation, the Requisite Lenders shall have the right to appoint a successor Agent. If no successor Agent shall have been so appointed by the Requisite Lenders and shall have accepted such appointment within thirty (30) days prior after the resigning Agent’s giving notice to of resignation, then the Borrower and each resigning Agent may, on behalf of the Lenders. If the Agent at any time shall resign or if the office of the Agent shall become vacant for any other reason, Majority Lenders shall, by written instrument, appoint a successor agent(s) (“Successor Agent”) satisfactory to such Majority Lenders and, so long as no Default or Event of Default has occurred and is continuing, to the Borrower (which approval shall not be unreasonably withheld or delayed); provided, however that any such successor Agent shall be a bank or Lender, if a trust company or other financial institution which maintains an office in the United StatesLender is willing to accept such appointment, or otherwise shall be a commercial bank or 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, or any Affiliate of such bank or trust company or other financial institution which is engaged in the banking business, State thereof and shall have has a combined capital and surplus of at least $500,000,000. Such Successor Agent shall thereupon become the Agent hereunder, as applicable, and the Agent shall deliver or cause to be delivered to any successor agent such documents of transfer and assignment as such Successor Agent may reasonably request300,000,000. If a Successor no successor Agent is not so has been appointed or does not accept pursuant to the foregoing, within thirty (30) days after the date such appointment before notice of resignation was given by the resigning Agent’s , such resignation becomes effective, shall become effective and the resigning Agent may appoint a temporary successor to act until such appointment by the Majority Lenders and, if applicable, the Borrower, is made and accepted, or if no such temporary successor is appointed as provided above by the resigning the Agent, the Majority 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 approval of Borrower Representative, such approval not to be unreasonably withheld or delayed; provided, that such approval shall not be required if a Default or 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 all the rights, powers, privileges and duties of the resigning Agent. Upon the earlier of the acceptance of any appointment as Agent hereunder until such appointment by a successor Agent or the Majority Lenders and, if applicable, the Borrower, is made and accepted. Such Successor Agent shall succeed to all of the rights and obligations effective date 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 such succession of any such Successor Agent’s resignation, the resigning Agent shall be discharged from its duties and obligations, in its capacity as obligations under this Agreement and the Agent hereunderother Loan Documents, except for its gross negligence that any indemnity rights or willful misconduct arising prior to its other rights in favor of such resigning Agent shall continue. After any resigning Agent’s resignation hereunder, and the provisions of this Article 12 Section 9 shall continue in effect for the inure to its benefit of the resigning Agent in respect of as to any actions taken or omitted to be taken by it while it was acting as Agent under this Agreement and the other Loan Documents. Agent may be 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 have waived and released any and all claims they may have against Agent.

Successor Agent. The Agent may resign as such at any time upon at least by giving not less than thirty (30) days' prior written notice thereof to Lenders and Borrower Representative. Upon any such resignation, the Requisite Lenders shall have the right to appoint a successor Agent. If no successor Agent shall have been so appointed by the Requisite Lenders and shall have accepted such appointment within thirty (30) days prior after the resigning Agent's giving notice to of resignation, then the Borrower and each resigning Agent may, on behalf of the Lenders. If the Agent at any time shall resign or if the office of the Agent shall become vacant for any other reason, Majority Lenders shall, by written instrument, appoint a successor agent(s) (“Successor Agent”) satisfactory to such Majority Lenders and, so long as no Default or Event of Default has occurred and is continuing, to the Borrower (which approval shall not be unreasonably withheld or delayed); provided, however that any such successor Agent shall be a bank or Lender, if a trust company or other financial institution which maintains an office in the United StatesLender is willing to accept such appointment, or otherwise shall be a commercial bank or 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, or any Affiliate of such bank or trust company or other financial institution which is engaged in the banking business, State thereof and shall have has a combined capital and surplus of at least $500,000,000. Such Successor Agent shall thereupon become the Agent hereunder, as applicable, and the Agent shall deliver or cause to be delivered to any successor agent such documents of transfer and assignment as such Successor Agent may reasonably request300,000,000. If a Successor no successor Agent is not so has been appointed or does not accept pursuant to the foregoing, within thirty (30) days after the date such appointment before notice of resignation was given by the resigning Agent’s , such resignation becomes effective, shall become effective and the resigning Agent may appoint a temporary successor to act until such appointment by the Majority Lenders and, if applicable, the Borrower, is made and accepted, or if no such temporary successor is appointed as provided above by the resigning the Agent, the Majority 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 or the resigning Agent hereunder shall be subject to the approval of Borrower Representative, such approval not to be unreasonably withheld or delayed; provided that such approval shall not be required if a Default or 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 all the rights, powers, privileges and duties of the resigning Agent. Upon the earlier of the acceptance of any appointment as Agent hereunder until such appointment by a successor Agent or the Majority Lenders and, if applicable, the Borrower, is made and accepted. Such Successor Agent shall succeed to all of the rights and obligations effective date 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 such succession of any such Successor Agent's resignation, the resigning Agent shall be discharged from its duties and obligations, in its capacity as obligations under this Agreement and the Agent hereunderother Loan Documents, except for its gross negligence that any indemnity rights or willful misconduct arising prior to its other rights in favor of such resigning Agent shall continue. After any resigning Agent's resignation hereunder, and the provisions of this Article 12 Section 9 shall continue in effect for the inure to its benefit of the resigning Agent in respect of as to any actions taken or omitted to be taken by it while it was acting as Agent under this Agreement and the Agentother Loan Documents.

Successor Agent. The Agent may resign as such at any time upon at least by giving not less than thirty (30) days days' prior written notice thereof to Lenders and Borrower. Upon any such resignation, the Borrower and each of Requisite Lenders shall have the Lendersright to appoint a successor Agent. If the Agent at any time shall resign or if the office of the Agent shall become vacant for any other reason, Majority Lenders shall, by written instrument, appoint successor agent(s) (“Successor Agent”) satisfactory to such Majority Lenders and, so long as no Default or Event of Default has occurred and is continuing, to the Borrower (which approval shall not be unreasonably withheld or delayed); provided, however that any such successor Agent shall have been so appointed by the Requisite Lenders and shall have accepted such appointment within 30 days after the resigning Agent's giving notice of resignation, then the resigning Agent may, on behalf of Lenders, appoint a successor Agent, which shall be a bank or Lender, if a trust company or other financial institution which maintains an office in the United StatesLender is willing to accept such appointment, or otherwise shall be a commercial bank or 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, or any Affiliate of such bank or trust company or other financial institution which is engaged in the banking business, State thereof and shall have has a combined capital and surplus of at least $500,000,000. Such Successor Agent shall thereupon become the Agent hereunder, as applicable, and the Agent shall deliver or cause to be delivered to any successor agent such documents of transfer and assignment as such Successor Agent may reasonably request300,000,000. If a Successor no successor Agent is not so has been appointed or does not accept pursuant to the foregoing, by the 30th day after the date such appointment before notice of resignation was given by the resigning Agent’s , such resignation becomes effective, shall become effective and the resigning Agent may appoint a temporary successor to act until such appointment by the Majority Lenders and, if applicable, the Borrower, is made and accepted, or if no such temporary successor is appointed as provided above by the resigning the Agent, the Majority 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 approval of Borrower, such approval not to be unreasonably withheld or delayed; provided that such approval shall not be required if a Default or an Event of Default shall have occurred and 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 all the rights, powers, privileges and duties of the resigning Agent. Upon the earlier of the acceptance of any appointment as Agent hereunder until such appointment by a successor Agent or the Majority Lenders and, if applicable, the Borrower, is made and accepted. Such Successor Agent shall succeed to all of the rights and obligations effective date 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 such succession of any such Successor Agent's resignation, the resigning Agent shall be discharged from its duties and obligations, in its capacity as obligations under this Agreement and the Agent hereunderother Loan Documents, except for its gross negligence that any indemnity rights or willful misconduct arising prior to its other rights in favor of such resigning Agent shall continue. After any resigning Agent's resignation hereunder, and the provisions of this Article 12 SECTION 9 shall continue in effect for the inure to its benefit of the resigning Agent in respect of as to any actions taken or omitted to be taken by it while it was acting as Agent under this Agreement and the Agentother Loan Documents.

Successor Agent. The Agent may resign as such at any time upon at least by giving not less than thirty (30) days’ prior written notice thereof to Lenders and Borrower Representative. Upon any such resignation, the Requisite Lenders shall have the right to appoint a successor Agent. If no successor Agent shall have been so appointed by the Requisite Lenders and shall have accepted such appointment within thirty (30) days prior after the resigning Agent’s giving notice to of resignation, then the Borrower and each resigning Agent may, on behalf of the Lenders. If the Agent at any time shall resign or if the office of the Agent shall become vacant for any other reason, Majority Lenders shall, by written instrument, appoint a successor agent(s) (“Successor Agent”) satisfactory to such Majority Lenders and, so long as no Default or Event of Default has occurred and is continuing, to the Borrower (which approval shall not be unreasonably withheld or delayed); provided, however that any such successor Agent shall be a bank or Lender, if a trust company or other financial institution which maintains an office in the United StatesLender is willing to accept such appointment, or otherwise shall be a commercial bank or 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, or any Affiliate of such bank or trust company or other financial institution which is engaged in the banking business, State thereof and shall have has a combined capital and surplus of at least $500,000,000. Such Successor Agent shall thereupon become the Agent hereunder, as applicable, and the Agent shall deliver or cause to be delivered to any successor agent such documents of transfer and assignment as such Successor Agent may reasonably request300,000,000. If a Successor no successor Agent is not so has been appointed or does not accept pursuant to the foregoing, within thirty (30) days after the date such appointment before notice of resignation was given by the resigning Agent’s , such resignation becomes effective, shall become effective and the resigning Agent may appoint a temporary successor to act until such appointment by the Majority Lenders and, if applicable, the Borrower, is made and accepted, or if no such temporary successor is appointed as provided above by the resigning the Agent, the Majority 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 or the resigning Agent hereunder shall be subject to the approval of Borrower Representative, such approval not to be unreasonably withheld or delayed; provided that such approval shall not be required if a Default or 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 all the rights, powers, privileges and duties of the resigning Agent. Upon the earlier of the acceptance of any appointment as Agent hereunder until such appointment by a successor Agent or the Majority Lenders and, if applicable, the Borrower, is made and accepted. Such Successor Agent shall succeed to all of the rights and obligations effective date 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 such succession of any such Successor Agent’s resignation, the resigning Agent shall be discharged from its duties and obligations, in its capacity as obligations under this Agreement and the Agent hereunderother Loan Documents, except for its gross negligence that any indemnity rights or willful misconduct arising prior to its other rights in favor of such resigning Agent shall continue. After any resigning Agent’s resignation hereunder, and the provisions of this Article 12 Section 9 shall continue in effect for the inure to its benefit of the resigning Agent in respect of as to any actions taken or omitted to be taken by it while it was acting as Agent under this Agreement and the Agentother Loan Documents.

Successor Agent. The Any Agent may resign as such at any time upon at least thirty (30) days prior by giving written notice thereof to the Lenders and the Borrower and each may be removed at any time with or without cause by the Required Lenders; provided, however, that any removal of the Administrative Agent will not be effective until it has also been replaced as Collateral Agent and released from all of its obligations in respect thereof. Upon any such resignation or removal, the Required Lenders shall have the right to appoint a successor Agent. If no successor Agent shall have been so appointed by the Required Lenders, and shall have accepted such appointment, within 30 days after the retiring Agent’s giving of notice of resignation or the Required Lenders’ removal of the retiring Agent, then the retiring Agent may, on behalf of the Lenders. If , appoint a successor Agent, which in the Agent at any time shall resign or if the office case of the Agent shall become vacant for any other reason, Majority Lenders shall, by written instrument, appoint successor agent(s) (“Successor Agent”) satisfactory to such Majority Lenders and, so long as no Default or Event of Default has occurred and is continuing, to the Borrower (which approval shall not be unreasonably withheld or delayed); provided, however that any such successor Administrative Agent shall be a bank or a trust company or other financial institution which maintains an office in the United States, or a commercial bank organized under the laws of the United States of America or of any state thereof, or any Affiliate of such bank or trust company or other financial institution which is engaged in the banking business, State thereof and shall have having a combined capital and surplus of at least $500,000,000U.S.$250,000,000. Such Successor Upon the acceptance of any appointment as Agent hereunder by a successor Agent and, in the case of a successor Collateral Agent, upon the execution and filing or recording of such financing statements, mortgages, agreements, or amendments thereto, or other instruments or notices, as may be necessary or desirable, or as the Required Lenders may request, in order to continue the perfection of the Liens granted or purported to be granted by the Collateral Documents, such successor Agent shall thereupon succeed to and become vested with all the Agent hereunderrights, as applicablepowers, discretion, privileges and duties of the retiring Agent, and the 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 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 Borrower, is made and accepted, or if no such temporary successor is appointed as provided above by the resigning the Agent, the Majority Lenders shall thereafter perform all of the duties of the resigning the Agent hereunder until such appointment by the Majority Lenders and, if applicable, the Borrower, is made and accepted. Such Successor Agent shall succeed to all of the rights and obligations of the resigning Agent as if originally named. The resigning Agent shall duly assign, transfer and deliver to such Successor Agent all moneys at the time held by the resigning Agent hereunder after deducting therefrom its expenses for which it is entitled to be reimbursed hereunder. Upon such succession of any such Successor Agent, the resigning retiring Agent shall be discharged from its duties and obligationsobligations under the Loan Documents. If within 45 days after written notice is given of the retiring Agent’s resignation or removal under this Section no successor Agent shall have been appointed and shall have accepted such appointment, in then on such 45th day (a) the retiring Agent’s resignation or removal shall become effective, (b) the retiring Agent shall thereupon be discharged from its capacity duties and obligations under the Loan Documents and (c) the Required Lenders shall thereafter perform all duties of the retiring Agent under the Loan Documents until such time, if any, as the Required Lenders appoint a successor Agent hereunderas provided above. After any retiring Agent’s resignation or removal hereunder as Agent, except for its gross negligence or willful misconduct arising prior to its resignation hereunder, and the provisions of this Article 12 VII shall continue in effect for the inure to its benefit of the resigning Agent in respect of as to any actions taken or omitted to be taken by it while it was acting as Agent under the Agent.Loan Documents. ARTICLE VIII

Successor Agent. The Subject to the appointment of a successor as set forth herein, the Administrative Agent and the ABL Collateral Agent may resign as such at any time Administrative Agent or ABL Collateral Agent, respectively, upon at least thirty (30) days prior 10 days’ notice to the Lenders and the Borrower and each of the LendersRepresentative. If the Administrative Agent at any time or ABL Collateral Agent shall resign as Administrative Agent or if ABL Collateral Agent, as applicable, under this Agreement and the office of other Loan Documents, then the Agent Required Lenders shall become vacant appoint from among the Lenders a successor agent for any other reasonthe Lenders, Majority Lenders shall, which successor agent shall be subject to approval by written instrument, appoint successor agent(s) (“Successor Agent”) satisfactory to such Majority Lenders and, so long as no Default or Event of Default has occurred and is continuing, to the Borrower Representative (which approval shall not be unreasonably withheld or delayed); provided, however that any whereupon such successor Agent agent shall be a bank or a trust company or other financial institution which maintains an office in succeed to the United Statesrights, or a commercial bank organized under the laws powers and duties of the United States Administrative Agent or any state thereof, or any Affiliate of such bank or trust company or other financial institution which is engaged in the banking business, and shall have a combined capital and surplus of at least $500,000,000. Such Successor Agent shall thereupon become the Agent hereunderABL Collateral Agent, as applicable, and the Agent term “Administrative Agent” or “ABL Collateral Agent,” as applicable, shall deliver or cause to be delivered to any mean such 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 effective upon such appointment before and approval, and the resigning former Agent’s rights, powers and duties as Administrative Agent or ABL Collateral Agent, as applicable, shall be terminated, without any other or further act or deed on the part of such former Agent or any of the parties to this Agreement or any holders of the Revolving Loans. After any retiring 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 Borrower, is made and accepted, or if no such temporary successor is appointed removal as provided above by the resigning the Agent, the Majority Lenders shall thereafter perform all of the duties of the resigning the Agent hereunder until such appointment by the Majority Lenders and, if applicable, the Borrower, is made and accepted. Such Successor Agent shall succeed to all of the rights and obligations of the resigning Agent as if originally named. The resigning Agent shall duly assign, transfer and deliver to such Successor Agent all moneys at the time held by the resigning Agent hereunder after deducting therefrom its expenses for which it is entitled to be reimbursed hereunder. Upon such succession of any such Successor Agent, the resigning Agent shall be discharged from its duties and obligations, in its capacity as the Agent hereunder, except for its gross negligence or willful misconduct arising prior to its resignation hereunder, and the provisions of this Article 12 Section 10 shall continue in effect for the inure to its benefit of the resigning Agent in respect of as to any actions taken or omitted to be taken by it while it was acting Agent under this Agreement and the other Loan Documents. Additionally, after any retiring Agent’s resignation as such Agent, the Agentprovisions of this subsection 10.10 shall inure to its benefit as to any actions taken or omitted to be taken by it while it was such Agent under this Agreement and the other Loan Documents. After the resignation of the Administrative Agent pursuant to the preceding provisions of this subsection 10.10, the resigning Administrative Agent shall not be required to act as Issuing Lender for any Letters of Credit to be issued after the date of such resignation and (y) shall not be required to act as Swing Line Lender with respect to Swing Line Loans to be made after the date of such resignation (and all outstanding Swing Line Loans of such resigning Administrative Agent shall be required to be repaid in full upon its resignation), although the resigning Administrative Agent shall retain all rights hereunder as Issuing Lender and Swing Line Lender with respect to all Letters of Credit issued by it, and all Swing Line Loans made by it, prior to the effectiveness of its resignation as Administrative Agent hereunder.

Successor Agent. The Agent may resign as such at any time upon at least by giving not less than thirty (30) days’ prior written notice thereof to Lenders and Borrower. Upon any such resignation, the Requisite Lenders shall have the right to appoint a successor Agent. If no successor Agent shall have been so appointed by the Requisite Lenders and shall have accepted such appointment within thirty (30) days prior after the resigning Agent’s giving notice to of resignation, then the Borrower and each resigning Agent may, on behalf of the Lenders. If the Agent at any time shall resign or if the office of the Agent shall become vacant for any other reason, Majority Lenders shall, by written instrument, appoint a successor agent(s) (“Successor Agent”) satisfactory to such Majority Lenders and, so long as no Default or Event of Default has occurred and is continuing, to the Borrower (which approval shall not be unreasonably withheld or delayed); provided, however that any such successor Agent shall be a bank or Lender, if a trust company or other financial institution which maintains an office in the United StatesLender is willing to accept such appointment, or otherwise shall be a commercial bank or 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, or any Affiliate of such bank or trust company or other financial institution which is engaged in the banking business, State thereof and shall have has a combined capital and surplus of at least $500,000,000. Such Successor Agent shall thereupon become the Agent hereunder, as applicable, and the Agent shall deliver or cause to be delivered to any successor agent such documents of transfer and assignment as such Successor Agent may reasonably request300,000,000. If a Successor no successor Agent is not so has been appointed or does not accept pursuant to the foregoing, within thirty (30) days after the date such appointment before notice of resignation was given by the resigning Agent’s , such resignation becomes effective, shall become effective and the resigning Agent may appoint a temporary successor to act until such appointment by the Majority Lenders and, if applicable, the Borrower, is made and accepted, or if no such temporary successor is appointed as provided above by the resigning the Agent, the Majority 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 Agent or Requisite Lenders hereunder shall be subject to the approval of Borrower, such approval not to be unreasonably withheld or delayed; provided that such approval shall not be required if a Default or 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 all the rights, powers, privileges and duties of the resigning Agent. Upon the earlier of the acceptance of any appointment as Agent hereunder until such appointment by a successor Agent or the Majority Lenders and, if applicable, the Borrower, is made and accepted. Such Successor Agent shall succeed to all of the rights and obligations effective date 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 such succession of any such Successor Agent’s resignation, the resigning Agent shall be discharged from its duties and obligations, in its capacity as obligations under this Agreement and the Agent hereunderother Loan Documents, except for its gross negligence that any indemnity rights or willful misconduct arising prior to its other rights in favor of such resigning Agent shall continue. After any resigning Agent’s resignation hereunder, and the provisions of this Article 12 Section 9 shall continue in effect for the inure to its benefit of the resigning Agent in respect of as to any actions taken or omitted to be taken by it while it was acting as Agent under this Agreement and the Agentother Loan Documents.

Successor Agent. The Administrative Agent may resign as such at any time upon at least thirty (30) days prior by giving written notice thereof to the Lenders and the Borrower and each of the Lenders. If the Agent may be removed at any time with or without cause by the Required Lenders, with any such resignation or removal to become effective only upon the appointment of a successor Administrative Agent pursuant to this Section 8.09. Upon any such resignation or removal, the Required Lenders shall resign or if have the office right to appoint a successor Administrative Agent. Such successor shall be subject to the approval of the Agent shall become vacant for any other reasonBorrower, Majority Lenders shall, by written instrument, appoint successor agent(s) (“Successor Agent”) satisfactory such approval not to such Majority Lenders and, so long as no Default or Event of Default has occurred and is continuing, to the Borrower (which approval shall not be unreasonably withheld or delayed); provided, however provided that any such approval shall not be necessary if at the time such successor is appointed there shall have occurred and be continuing an Event of Default described in Section 6.01 (a), (g) or (h). If no successor Administrative Agent shall have been so appointed by the Required Lenders, and shall have accepted such appointment, within 30 days after the retiring Administrative Agent’s giving of notice of resignation or the Required Lenders’ removal of the retiring Administrative Agent, then the retiring Administrative Agent may, on behalf of the Lenders, appoint a successor Administrative Agent, which shall be a Lender or shall be another commercial bank or a trust company or other financial institution which maintains an office in the United States, or a commercial bank organized under the laws of the United States of America or of any state thereof, or any Affiliate of such bank or trust company or other financial institution which is engaged in the banking business, State thereof and shall have having a combined capital and surplus of at least $500,000,000400,000,000. Such Successor successor shall be subject to the approval of the Borrower, such approval not to be unreasonably withheld or delayed; provided that such approval shall not be necessary if at the time such successor is appointed there shall have occurred and be continuing an Event of Default described in Section 6.01(a), (g) or (h). 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 all the Agent hereunderrights, as applicablepowers, privileges and duties of the retiring Administrative Agent, and the 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 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 Borrower, is made and accepted, or if no such temporary successor is appointed as provided above by the resigning the retiring Administrative Agent, the Majority Lenders shall thereafter perform all of the duties of the resigning the Agent hereunder until such appointment by the Majority Lenders and, if applicable, the Borrower, is made and accepted. Such Successor Agent shall succeed to all of the rights and obligations of the resigning Agent as if originally named. The resigning Agent shall duly assign, transfer and deliver to such Successor Agent all moneys at the time held by the resigning Agent hereunder after deducting therefrom its expenses for which it is entitled to be reimbursed hereunder. Upon such succession of any such Successor Agent, the resigning Agent shall be discharged from its duties and obligationsobligations under this Agreement. After any retiring Administrative Agent’s resignation or removal hereunder as Administrative Agent, in its capacity as the Agent hereunder, except for its gross negligence or willful misconduct arising prior to its resignation hereunder, and the provisions of this Article 12 VIII shall continue in effect for the inure to its benefit of the resigning Agent in respect of as to any actions taken or omitted to be taken by it while it was acting as the AgentAdministrative Agent under this Agreement.

Successor Agent. The An Agent may resign as such at any time upon at least by giving not less than thirty (30) days' prior written notice thereof to Lenders and Borrower. Upon any such resignation, Requisite Lenders shall have the right to appoint a successor Agent. If no successor Agent shall have been so appointed by Requisite Lenders and shall have accepted such appointment within thirty (30) days prior after the resigning Agent's giving notice to of resignation, then the Borrower and each resigning Agent may, on behalf of the Lenders. If the Agent at any time shall resign or if the office of the Agent shall become vacant for any other reason, Majority Lenders shall, by written instrument, appoint a successor agent(s) (“Successor Agent”) satisfactory to such Majority Lenders and, so long as no Default or Event of Default has occurred and is continuing, to the Borrower (which approval shall not be unreasonably withheld or delayed); provided, however that any such successor Agent shall be a bank or Lender, if a trust company or other financial institution which maintains an office in the United StatesLender is willing to accept such appointment, or otherwise shall be a commercial bank or 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 Canada or any state thereof, or any Affiliate of such bank or trust company or other financial institution which is engaged in the banking business, province thereof and shall have has a combined capital and surplus of at least $500,000,000. Such Successor Agent shall thereupon become the Agent hereunder, as applicable, and the Agent shall deliver or cause to be delivered to any successor agent such documents of transfer and assignment as such Successor Agent may reasonably requestCdn$300,000,000. If a Successor no successor Agent is not so has been appointed or does not accept pursuant to the foregoing within thirty (30) days after the date such appointment before notice of resignation was given by the resigning Agent’s , such resignation becomes effective, the resigning Agent may appoint a temporary successor to act until such appointment by the Majority Lenders and, if applicable, the Borrower, is made shall become effective and accepted, or if no such temporary successor is appointed as provided above by the resigning the Agent, the Majority Requisite Lenders shall thereafter perform all the duties of such Agent hereunder until such time, if any, as Requisite Lenders appoint a successor Agent as provided above. Upon the acceptance of any appointment as Agent hereunder by a successor Agent, such successor Agent shall succeed to and become vested with all the rights, powers, privileges and duties of the resigning Agent. Upon the earlier of the acceptance of any appointment as Agent hereunder until such appointment by a successor Agent or the Majority Lenders and, if applicable, the Borrower, is made and accepted. Such Successor Agent shall succeed to all of the rights and obligations effective date 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 such succession of any such Successor Agent's resignation, the resigning Agent shall be discharged from its duties and obligations, in its capacity as obligations under this Agreement and the Agent hereunderother Loan Documents, except for its gross negligence that any indemnity rights or willful misconduct arising prior to its other rights in favour of such resigning Agent shall continue. After any resigning Agent's resignation hereunder, and the provisions of this Article 12 Section 9 shall continue in effect for the inure to its benefit of the resigning Agent in respect of as to any actions taken or omitted to be taken by it while it was acting as Agent under this Agreement and the Agentother Loan Documents.

Successor Agent. The Agent may resign as such at any time by delivering notice of such resignation to the Lenders and the Borrowers, effective on the date set forth in such notice or, if no such date is set forth therein, upon at least the date such notice shall be effective in accordance with the terms of this Section 9.7. Upon any such resignation, the Requisite Lenders shall have the right to appoint a successor Agent. If no successor Agent shall have been so appointed by the Requisite Lenders and shall have accepted such appointment within thirty (30) days prior after the resigning Agent's giving notice to of resignation, then the Borrower and each resigning Agent may, on behalf of the Lenders. If the Agent at any time shall resign or if the office of the Agent shall become vacant for any other reason, Majority Lenders shall, by written instrument, appoint successor agent(s) (“Successor Agent”) satisfactory to such Majority Lenders and, so long as no Default or Event of Default has occurred and is continuing, to the Borrower (which approval shall not be unreasonably withheld or delayed); provided, however that any such a successor Agent which shall be a bank or Lender, if a trust company or other financial institution which maintains an office in the United StatesLender is willing to accept such appointment, or otherwise shall be a commercial bank or financial institution or other entity whose business includes making commercial loans, in each case, organized under the laws of the United States or of any state thereofthereof or of Canada or of any province thereof or named in Schedule III to the Bank Act (Canada), or any Affiliate of such bank or trust company or other financial institution which is engaged in as the banking businesscase may be, and shall have has a combined capital and surplus of at least $500,000,000. Such Successor Agent shall thereupon become the Agent hereunder, as applicable, and the Agent shall deliver or cause to be delivered to any successor agent such documents of transfer and assignment as such Successor Agent may reasonably requestUS$100,000,000. If a Successor no successor Agent is not so has been appointed or does not accept pursuant to the foregoing, within thirty (30) days after the date such appointment before notice of resignation was given by the resigning Agent’s , such resignation becomes effective, shall become effective and the resigning Agent may appoint a temporary successor to act until such appointment by the Majority Lenders and, if applicable, the Borrower, is made and accepted, or if no such temporary successor is appointed as provided above by the resigning the Agent, the Majority 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 approval of Borrowers, such approval not to be unreasonably withheld or delayed; provided, that such approval shall not be required during such time that a Default or 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 all the rights, powers, privileges and duties of the resigning Agent. Effective immediately upon its resignation, (i) the Agent hereunder until such appointment by the Majority Lenders and, if applicable, the Borrower, is made and accepted. Such Successor Agent shall succeed to all of the rights and obligations of the resigning Agent as if originally named. The resigning Agent shall duly assign, transfer and deliver to such Successor Agent all moneys at the time held by the resigning Agent hereunder after deducting therefrom its expenses for which it is entitled to be reimbursed hereunder. Upon such succession of any such Successor Agent, the resigning retiring Agent shall be discharged from its duties and obligationsobligations under the Loan Documents, except that any indemnity rights or other rights in its capacity as favor of such resigning Agent shall continue, (ii) the Lenders shall assume and perform all of the duties of Agent until a successor Agent shall have accepted a valid appointment hereunder, except for (iii) the retiring Agent and its gross negligence Related Persons shall no longer have the benefit of any provision of any Loan Document other than with respect to any actions taken or willful misconduct arising prior omitted to be taken while such retiring Agent was, or because such Agent had been, validly acting as Agent under the Loan Documents and (iv) the retiring Agent shall take such actions as may be reasonably necessary to assign to the successor Agent its rights as Agent under the Loan Documents. After any resigning Agent's resignation hereunder, and the provisions of this Article 12 Section 9 shall continue in effect for the inure to its benefit of the resigning Agent in respect of as to any actions taken or omitted to be taken by it while it was acting as Agent under this Agreement and the Agentother Loan Documents.

Successor Agent. The Subject to the appointment and acceptance of a successor to the applicable Agent as provided in this paragraph, each Agent may resign as such at any time upon at least thirty (30) days prior notice by notifying the Lenders, the Issuing Banks and the Borrowers. Upon any such resignation, the Required Lenders shall have the right to appoint a successor Administrative Agent and the Administrative Agent shall have the right to appoint a successor Collateral Agent, subject to the Borrower and each consent of the Lenders. If the Agent at any time shall resign or if the office of the Agent shall become vacant for any other reason, Majority Lenders shall, by written instrument, appoint successor agent(s) (“Successor Agent”) satisfactory to such Majority Lenders and, so long as no Default or Event of Default has occurred and is continuing, to the Parent Borrower (which approval consent shall not be unreasonably withheld or delayed); provided, however provided that any such the Parent Xxxxxxxx’s consent shall not be required if an Event of Default has occurred and is continuing. If no successor Agent shall be a bank or a trust company or other financial institution which maintains an office in the United States, or a commercial bank organized under the laws of the United States or any state thereof, or any Affiliate of such bank or trust company or other financial institution which is engaged in the banking business, and shall have a combined capital and surplus of at least $500,000,000. Such Successor Agent shall thereupon become been so appointed by the Agent hereunderRequired Lenders or Administrative Agent, as applicable, and shall have accepted such appointment within thirty (30) days after the retiring Agent gives notice of its resignation, then the retiring Agent may, on behalf of the Lenders and the Issuing Banks, appoint (i) a successor Administrative Agent which shall be a bank with an office in New York, New York, or an Affiliate of any such bank, or (ii) or a successor Collateral Agent on terms to be agreed, in each case, subject to the consent of the Parent Borrower (which consent shall not be unreasonably withheld); provided that the Parent Borrower’s consent shall not be required if an Event of Default has occurred and is continuing. Notwithstanding the foregoing, in the event no successor Administrative Agent shall deliver or cause have been so appointed and shall have accepted such appointment within 30 days after the retiring Administrative Agent gives notice of its intent to be delivered to any successor agent such documents of transfer and assignment as such Successor resign, the retiring Administrative Agent may reasonably request. If a Successor Agent is not so appointed or does not accept such appointment before give notice of the resigning Agent’s effectiveness of its resignation becomes effective, to the resigning Agent may appoint a temporary successor to act until such appointment by the Majority Lenders and, if applicable, and the Borrower, is made and acceptedwhereupon, or if no on the date of effectiveness of such temporary successor is appointed as provided above by resignation stated in such notice, (a) the resigning the Agent, the Majority Lenders shall thereafter perform all of the duties of the resigning the Agent hereunder until such appointment by the Majority Lenders and, if applicable, the Borrower, is made and accepted. Such Successor Agent shall succeed to all of the rights and obligations of the resigning Agent as if originally named. The resigning Agent shall duly assign, transfer and deliver to such Successor Agent all moneys at the time held by the resigning Agent hereunder after deducting therefrom its expenses for which it is entitled to be reimbursed hereunder. Upon such succession of any such Successor Agent, the resigning retiring Administrative Agent shall be discharged from its duties and obligationsobligations hereunder and under the other Loan Documents, provided that, solely for purposes of maintaining any security interest granted to the Administrative Agent under any Collateral 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 Collateral in the possession of the Administrative Agent, shall continue to hold such Collateral, in each case until such time as a successor Administrative 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 Collateral Document, including any action required to maintain the perfection of any such security interest), and (b) the Required Lenders shall succeed to and become vested with 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 capacity 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, and the Agent hereunder, except for shall be discharged from its gross negligence or willful misconduct arising prior duties and obligations hereunder (other than with respect to its obligations under 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 such successor. After any Agent’s resignation hereunder, and the provisions of this Article 12 IX and Section 10.03 shall continue in effect for the benefit of the resigning Agent such retiring Agent, its sub-agents and their respective Related Parties in respect of any actions taken or omitted to be taken by it any of them while it was acting as the Agent.. 176

Successor Agent. The Agent may resign as such at any time upon at least thirty (30) days prior give notice of its resignation to Lenders and Borrower. Upon receipt of any such notice of resignation, Required Lenders shall have the Borrower and each of the Lenders. If the Agent at any time shall resign or if the office of the Agent shall become vacant for any other reasonright, Majority Lenders shall, by written instrument, appoint successor agent(s) (“Successor Agent”) satisfactory to such Majority Lenders and, so long as no Default or Event of Default has occurred and is continuingin consultation with Borrower, to the Borrower (appoint a successor, which approval shall not be unreasonably withheld or delayed); provided, however that any such successor Agent shall be a bank or a trust company or other financial institution which maintains with an office in the United StatesState of New York, or a commercial bank organized under the laws of the United States or any state thereof, or any an Affiliate of any such bank or trust company or other financial institution which is engaged with an office in the banking business, State of New York. If no such successor shall have been so appointed by Required Lenders and shall have accepted such appointment within 30 days after the retiring Agent gives notice of its resignation, then the retiring Agent may on behalf of Lenders, appoint a combined capital and surplus of at least $500,000,000. Such Successor successor Agent meeting the qualifications set forth above provided that if the retiring Agent shall thereupon 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 Agent hereunder, as applicable, and the 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 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 Borrower, is made and accepted, or if no such temporary successor is appointed as provided above by the resigning the Agent, the Majority Lenders shall thereafter perform all of the duties of the resigning the Agent hereunder until such appointment by the Majority Lenders and, if applicable, the Borrower, is made and accepted. Such Successor Agent shall succeed to all of the rights and obligations of the resigning Agent as if originally named. The resigning Agent shall duly assign, transfer and deliver to such Successor Agent all moneys at the time held by the resigning Agent hereunder after deducting therefrom its expenses for which it is entitled to be reimbursed hereunder. Upon such succession of any such Successor Agent, the resigning retiring Agent shall be discharged from its duties and obligationsobligations hereunder and under the other Loan Documents (except that in the case of any collateral security held by Agent on behalf of the Secured Parties under any of the Loan Documents, the 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 Required Lenders appoint a successor Agent as provided for above in its capacity this Section 10.9. Upon the acceptance of a successor’s appointment as the Agent hereunder, except for such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring (or retired) Agent, and the retiring Agent shall be discharged from all of its gross negligence duties and obligations hereunder or willful misconduct arising prior under the other Loan Documents (if not already discharged therefrom as provided above in this Section 10.9). The fees payable by Borrower to 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 hereunderhereunder and under the other Loan Documents, and the provisions of this Article 12 Section 10 and Section 13.12 shall continue in effect for the benefit of the resigning Agent such retiring Agent, its sub-agents and their respective Related Parties in respect of any actions taken or omitted to be taken by it any of them while it the retiring Agent was acting as the Agent.

Successor Agent. The Agent may resign as such at any time upon at least thirty (30) days by giving not less than 30 days’ prior written notice thereof to Purchasers and Grantors. Upon any such resignation, the Borrower and each of Requisite Purchasers shall have the Lendersright to appoint a successor Agent. If the Agent at any time shall resign or if the office of the Agent shall become vacant for any other reason, Majority Lenders shall, by written instrument, appoint successor agent(s) (“Successor Agent”) satisfactory to such Majority Lenders and, so long as no Default or Event of Default has occurred and is continuing, to the Borrower (which approval shall not be unreasonably withheld or delayed); provided, however that any such successor Agent shall have been so appointed by the Requisite Purchasers and shall have accepted such appointment within 30 days after the resigning Agent’s giving notice of resignation, then the resigning Agent may, on behalf of Purchasers, appoint a successor Agent, which shall be a bank or Purchaser, if a trust company or other financial institution which maintains an office in the United StatesPurchaser is willing to accept such appointment, or otherwise shall be a commercial bank or 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, or any Affiliate of such bank or trust company or other financial institution which is engaged in the banking business, State thereof and shall have has a combined capital and surplus of at least $500,000,000300,000,000. Such Successor If no successor Agent has been appointed pursuant to the foregoing, within 30 days after the date such notice of resignation was given by the resigning Agent, such resignation shall become effective and the Requisite Purchasers shall thereafter perform all the duties of Agent hereunder until such time, if any, as the Requisite Purchasers appoint a successor Agent as provided above. Upon the acceptance of any appointment as Agent hereunder by a successor Agent, such successor Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the resigning Agent. Upon the earlier of the acceptance of any appointment as Agent hereunder, as applicable, and hereunder by a successor Agent or the Agent shall deliver or cause to be delivered to any successor agent such documents effective date 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 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 Borrower, is made and accepted, or if no such temporary successor is appointed as provided above by the resigning the Agent, the Majority Lenders shall thereafter perform all of the duties of the resigning the Agent hereunder until such appointment by the Majority Lenders and, if applicable, the Borrower, is made and accepted. Such Successor Agent shall succeed to all of the rights and obligations of the resigning Agent as if originally named. The resigning Agent shall duly assign, transfer and deliver to such Successor Agent all moneys at the time held by the resigning Agent hereunder after deducting therefrom its expenses for which it is entitled to be reimbursed hereunder. Upon such succession of any such Successor Agentresignation, the resigning Agent shall be discharged from its duties and obligations, in its capacity as obligations under this Agreement and the Agent hereunderother Security Documents, except for its gross negligence that any indemnity rights or willful misconduct arising prior to its other rights in favor of such resigning Agent shall continue. After any resigning Agent’s resignation hereunder, and the provisions of this Article 12 Section 9 shall continue in effect for the inure to its benefit of the resigning Agent in respect of as to any actions taken or omitted to be taken by it while it was acting as Agent under this Agreement and the Agentother Security Documents.

Successor Agent. The Agent may resign as such at any time upon at least by giving thirty (30) days days’ prior written notice thereof to Lenders and the Borrower and Security Guarantor, and Agent may be removed at any time with or without cause by an instrument or concurrent instruments in writing delivered to the Borrower and each Agent and signed by Required Lenders. Upon any such notice of resignation or any such removal, Required Lenders shall have the right, upon five Business Days’ notice to the Borrower, to appoint a successor Agent. Upon the acceptance of any appointment as Agent hereunder by a successor Agent, that successor Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the Lenders. If retiring or removed Agent and the Agent at any time shall resign retiring or if the office of the removed Agent shall become vacant for any other reason, Majority Lenders shall, by written instrument, appoint successor agent(spromptly (a) (“Successor Agent”) satisfactory transfer to such Majority Lenders and, so long as no Default or Event of Default has occurred and is continuing, to the Borrower (which approval shall not be unreasonably withheld or delayed); provided, however that any such successor Agent shall be a bank or a trust company or all sums and other financial institution which maintains an office in the United States, or a commercial bank organized items of collateral held under the laws of Loan Documents, together with all records and other documents necessary or appropriate in connection with the United States or any state thereof, or any Affiliate of such bank or trust company or other financial institution which is engaged in the banking business, and shall have a combined capital and surplus of at least $500,000,000. Such Successor Agent shall thereupon become the Agent hereunder, as applicable, and the 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 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 Borrower, is made and accepted, or if no such temporary successor is appointed as provided above by the resigning the Agent, the Majority Lenders shall thereafter perform all performance of the duties of the resigning successor Agent under the Agent hereunder until such appointment by the Majority Lenders andLoan Documents, if applicable, the Borrower, is made and accepted. Such Successor Agent shall succeed to all of the rights and obligations of the resigning Agent as if originally named. The resigning Agent shall duly assign, transfer (b) execute and deliver to such Successor successor Agent all moneys such amendments to financing statements, and take such other actions, as may be necessary or appropriate in connection with the assignment to such successor Agent of the security interests created under the Loan Documents (in the case of clauses (a) and (b), at the time held by sole cost and expense of the resigning Agent hereunder after deducting therefrom its expenses for which it is entitled to be reimbursed hereunder. Upon Borrower), whereupon such succession of any such Successor Agent, the resigning retiring or removed Agent shall be discharged from its duties and obligationsobligations hereunder. After any retiring or removed Agent’s resignation or removal hereunder as Agent, in its capacity as the Agent hereunder, except for its gross negligence or willful misconduct arising prior to its resignation hereunder, and the provisions of this Article 12 Section 11.32 shall continue in effect for the inure to its benefit of the resigning Agent in respect of as to any actions taken or omitted to be taken by it while it was acting Agent hereunder. If no successor Agent has been appointed pursuant to the preceding sentences by the thirtieth (30th) day after the date of such retiring Agent’s notice of resignation, Agent’s resignation shall become effective and the Required Lenders shall thereafter perform all the duties of Agent hereunder or under any other Loan Document until such time, if any, as either (i) the Required Lenders appoint a successor Agent (which appointment shall be subject to the prior written approval of the Borrower (such approval not to be unreasonably withheld, delayed or conditioned) unless an Event of Default has occurred and is continuing) or (ii) the Borrower appoints a successor Agent so long (x) as the Lenders receive at least ten (10) Business Days’ notice of such appointment (which notice may be given at any time following the thirtieth (30th) day after the retiring Agent’s notice of resignation) and (y) the Borrower has not received a written notice from the Required Lenders stating that the Required Lenders object to such appointment.

Successor Agent. The Agent may resign as such at any time upon by giving not less than 30 days' prior written notice thereof to Lenders and Borrower. Upon any such resignation, the Requisite Lenders shall have the right to appoint a successor Agent. If no successor Agent shall have been so appointed by the Requisite Lenders and shall have accepted such appointment within 30 days after the resigning Agent's giving notice of resignation, then the resigning Agent may, on behalf of Lenders, appoint a successor Agent, which shall be a Lender, if a Lender is willing to accept such appointment, or otherwise shall be a commercial bank or 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 thirty (30) days prior notice $300,000,000. If no successor Agent has been appointed pursuant to the Borrower and each foregoing, within 30 days after the date such notice of resignation was given by the Lenders. If the Agent at any time shall resign or if the office of the Agent resigning Agent, such resignation shall become vacant for any other reasoneffective and the Requisite Lenders shall thereafter perform all the duties of Agent hereunder until such time, Majority if any, as the Requisite Lenders shallappoint a successor Agent as provided above. Any successor Agent appointed by Agent or Requisite Lenders hereunder shall be subject to the approval of Borrower, by written instrument, appoint successor agent(s) (“Successor Agent”) satisfactory such approval not to be unreasonably withheld or delayed; PROVIDED that such Majority Lenders and, so long as no approval shall not be required if a Default or an Event of Default has occurred and is continuing. Upon the acceptance of any appointment as Agent hereunder by a successor Agent, to the Borrower (which approval shall not be unreasonably withheld or delayed); provided, however that any such successor Agent shall be a bank or a trust company or other financial institution which maintains an office in succeed to and become vested with all the United Statesrights, or a commercial bank organized under the laws of the United States or any state thereofpowers, or any Affiliate of such bank or trust company or other financial institution which is engaged in the banking business, privileges and shall have a combined capital and surplus of at least $500,000,000. Such Successor Agent shall thereupon become the Agent hereunder, as applicable, and the 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 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 Borrower, is made and accepted, or if no such temporary successor is appointed as provided above by the resigning the Agent, the Majority Lenders shall thereafter perform all of the duties of the resigning Agent. Upon the earlier of the acceptance of any appointment as Agent hereunder until such appointment by a successor Agent or the Majority Lenders and, if applicable, the Borrower, is made and accepted. Such Successor Agent shall succeed to all of the rights and obligations effective date 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 such succession of any such Successor Agent's resignation, the resigning Agent shall be discharged from its duties and obligations, in its capacity as obligations under this Agreement and the Agent hereunderother Loan Documents, except for its gross negligence that any indemnity rights or willful misconduct arising prior to its other rights in favor of such resigning Agent shall continue. After any resigning Agent's resignation hereunder, and the provisions of this Article 12 SECTION 9 shall continue in effect for the inure to its benefit of the resigning Agent in respect of as to any actions taken or omitted to be taken by it while it was acting as Agent under this Agreement and the Agentother Loan Documents.

Successor Agent. The Agent may resign as such at any time upon at least thirty (30) days by giving not less than 30 days' prior written notice thereof to Lenders and Borrower. Upon any such resignation, the Borrower Requisite Lenders shall have the right to appoint a successor Agent, which successor, absent the occurrence and each continuance of the Lenders. If the Agent at any time shall resign or if the office of the Agent shall become vacant for any other reason, Majority Lenders shall, by written instrument, appoint successor agent(s) (“Successor Agent”) satisfactory to such Majority Lenders and, so long as no Default or Event of Default has occurred and is continuingDefault, shall be consented to by the Borrower (which approval shall such consent not to be unreasonably withheld or delayed); provided, however that any such . If no successor Agent shall have been so appointed by the Requisite Lenders and shall have accepted such appointment within 30 days after the resigning Agent's giving notice of resignation, then the resigning Agent may, on behalf of Lenders, appoint a successor Agent, which shall be a bank or Lender, if a trust company or other financial institution which maintains an office in the United StatesLender is willing to accept such appointment, or otherwise shall be a commercial bank or 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, or any Affiliate of such bank or trust company or other financial institution which is engaged in the banking business, State thereof and shall have has a combined capital and surplus of at least $500,000,000. Such Successor Agent shall thereupon become the Agent hereunder, as applicable, and the Agent shall deliver or cause to be delivered to any successor agent such documents of transfer and assignment as such Successor Agent may reasonably request300,000,000. If a Successor no successor Agent is not so has been appointed or does not accept pursuant to the foregoing, by the 30th day after the date such appointment before notice of resignation was given by the resigning Agent’s , such resignation becomes effective, shall become effective and the resigning Agent may appoint a temporary successor to act until such appointment by the Majority Lenders and, if applicable, the Borrower, is made and accepted, or if no such temporary successor is appointed as provided above by the resigning the Agent, the Majority 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 approval of Borrower, such approval not to be unreasonably withheld or delayed; provided that such approval shall not be required if a Default or an Event of Default shall have occurred and 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 all the rights, powers, privileges and duties of the resigning Agent. Upon the earlier of the acceptance of any appointment as Agent hereunder until such appointment by a successor Agent or the Majority Lenders and, if applicable, the Borrower, is made and accepted. Such Successor Agent shall succeed to all of the rights and obligations effective date 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 such succession of any such Successor Agent's resignation, the resigning Agent shall be discharged from its duties and obligations, in its capacity as obligations under this Agreement and the Agent hereunderother Loan Documents, except for its gross negligence that any indemnity rights or willful misconduct arising prior to its other rights in favor of such resigning Agent shall continue. After any resigning Agent's resignation hereunder, and the provisions of this Article 12 Section 9 shall continue in effect for the inure to its benefit of the resigning Agent in respect of as to any actions taken or omitted to be taken by it while it was acting as Agent under this Agreement and the other Loan Documents. Agent may be 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 have waived and released any and all claims they may have against Agent.

Successor Agent. The Agent may resign as such at any time upon at least by giving not less than thirty (30) days’ prior written notice thereof to Lenders and Borrower. Upon any such resignation, Required Lenders shall have the right to appoint a successor Agent. If no successor Agent shall have been so appointed by Required Lenders and shall have accepted such appointment within thirty (30) days prior after the resigning Agent’s giving notice of resignation, then the resigning Agent may, on behalf of Lenders, appoint a successor Agent, which shall be a Lender, if a Lender is willing to accept such appointment, or otherwise shall be a commercial bank or financial institution or a subsidiary of a commercial bank or financial institution if such commercial bank or financial institution or other entity whose business includes making commercial loans, in each case, is organized under the laws of Canada or of any province thereof. If no successor Agent has been appointed pursuant to the Borrower and each foregoing, within thirty (30) days after the date such notice of resignation was given by the Lenders. If the Agent at any time shall resign or if the office of the Agent resigning Agent, such resignation shall become vacant for any other reasoneffective and Required Lenders shall thereafter perform all the duties of Agent hereunder until such time, Majority if any, as Required Lenders shallappoint a successor Agent as provided above. Any successor Agent appointed by Required Lenders hereunder shall be subject to the approval of Borrower, by written instrumentsuch approval not to be unreasonably withheld or delayed; provided, appoint successor agent(s) (“Successor Agent”) satisfactory to that such Majority Lenders and, so long as no Default or approval shall not be required if an Event of Default has occurred and is continuing. Upon the acceptance of any appointment as Agent hereunder by a successor Agent, to the Borrower (which approval shall not be unreasonably withheld or delayed); provided, however that any such successor Agent shall be a bank or a trust company or other financial institution which maintains an office in succeed to and become vested with all the United Statesrights, or a commercial bank organized under the laws powers, privileges and duties of the United States resigning Agent. Upon the earlier of the acceptance of any appointment as Agent hereunder by a successor Agent or any state thereof, or any Affiliate the effective date of such bank or trust company or other financial institution which is engaged in the banking business, and shall have a combined capital and surplus of at least $500,000,000. Such Successor Agent shall thereupon become the Agent hereunder, as applicable, and the 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 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 Borrower, is made and accepted, or if no such temporary successor is appointed as provided above by the resigning the Agent, the Majority Lenders shall thereafter perform all of the duties of the resigning the Agent hereunder until such appointment by the Majority Lenders and, if applicable, the Borrower, is made and accepted. Such Successor Agent shall succeed to all of the rights and obligations of the resigning Agent as if originally named. The resigning Agent shall duly assign, transfer and deliver to such Successor Agent all moneys at the time held by the resigning Agent hereunder after deducting therefrom its expenses for which it is entitled to be reimbursed hereunder. Upon such succession of any such Successor Agentresignation, the resigning Agent shall be discharged from its duties and obligations, in its capacity as obligations under this Agreement and the Agent hereunderother Financing Agreements, except for its gross negligence that any indemnity rights or willful misconduct arising prior to its other rights in favour of such resigning Agent shall continue. After any resigning Agent’s resignation hereunder, and the provisions of this Article 12 Section 11 shall continue in effect for the inure to its benefit of the resigning Agent in respect of as to any actions taken or omitted to be taken by it while it was acting as Agent under this Agreement and the Agentother Financing Agreements.

Successor Agent. The Agent may resign as such at any time upon at least by giving not less than thirty (30) days’ prior written notice thereof to Lenders and Borrower. Upon any such resignation, Required Lenders shall have the right to appoint a successor Agent. If no successor Agent shall have been so appointed by Required Lenders and shall have accepted such appointment within thirty (30) days prior after the resigning Agent’s giving notice of resignation, then the resigning Agent may, on behalf of Lenders, appoint a successor Agent, which shall be a Lender, if a Lender is willing to accept such appointment, or otherwise shall be a commercial bank or financial institution or a subsidiary of a commercial bank or financial institution if such commercial bank or financial institution or other entity whose business includes making commercial loans, in each case, is organized under the laws of Canada or of any province thereof. If no successor Agent has been appointed pursuant to the Borrower and each foregoing, within thirty (30) days after the date such notice of resignation was given by the Lenders. If the Agent at any time shall resign or if the office of the Agent resigning Agent, such resignation shall become vacant for any other reasoneffective and Required Lenders shall thereafter perform all the duties of Agent hereunder until such time, Majority if any, as Required Lenders shallappoint a successor Agent as provided above. Any successor Agent appointed by Required Lenders hereunder shall be subject to the approval of Borrower, by written instrumentsuch approval not to be unreasonably withheld or delayed; provided, appoint successor agent(s) (“Successor Agent”) satisfactory to that such Majority Lenders and, so long as no Default or approval shall not be required if an Event of Default has occurred and is continuing. Upon the acceptance of any appointment as Agent hereunder by a successor Agent, to the Borrower (which approval shall not be unreasonably withheld or delayed); provided, however that any such successor Agent shall be a bank or a trust company or other financial institution which maintains an office in succeed to and become vested with all the United Statesrights, or a commercial bank organized under the laws powers, privileges and duties of the United States resigning Agent. Upon the earlier of the acceptance of any appointment as Agent hereunder by a successor Agent or any state thereof, or any Affiliate the effective date of such bank or trust company or other financial institution which is engaged in the banking business, and shall have a combined capital and surplus of at least $500,000,000. Such Successor Agent shall thereupon become the Agent hereunder, as applicable, and the 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 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 Borrower, is made and accepted, or if no such temporary successor is appointed as provided above by the resigning the Agent, the Majority Lenders shall thereafter perform all of the duties of the resigning the Agent hereunder until such appointment by the Majority Lenders and, if applicable, the Borrower, is made and accepted. Such Successor Agent shall succeed to all of the rights and obligations of the resigning Agent as if originally named. The resigning Agent shall duly assign, transfer and deliver to such Successor Agent all moneys at the time held by the resigning Agent hereunder after deducting therefrom its expenses for which it is entitled to be reimbursed hereunder. Upon such succession of any such Successor Agentresignation, the resigning Agent shall be discharged from its duties and obligations, in its capacity as obligations under this Agreement and the Agent hereunderother Financing Agreements, except for its gross negligence that any indemnity rights or willful misconduct arising prior to its other rights in favour of such resigning Agent shall continue. After any resigning Agent’s resignation hereunder, and the provisions of this Article 12 11 shall continue in effect for the inure to its benefit of the resigning Agent in respect of as to any actions taken or omitted to be taken by it while it was acting as Agent under this Agreement and the Agentother Financing Agreements.

Successor Agent. The Agent may resign as such at any time upon at least by giving not less than thirty (30) days days' prior written notice thereof to Lenders and Borrower. Upon any such resignation, the Borrower and each of Requisite Lenders shall have the Lenders. If the Agent at any time shall resign or right to appoint a successor Agent; provided, however, that if the office of the Agent shall become vacant for any other reason, Majority Lenders shall, by written instrument, appoint successor agent(s) (“Successor Agent”) satisfactory to such Majority Lenders and, so long as no Default or Event of Default has occurred and is continuingthen exists, to the Borrower shall have the right to approve any successor Agent that is not one of the Lenders (which such approval shall not to be unreasonably withheld or delayedwithheld); provided, however that any such . If no successor Agent shall have been so appointed by the Requisite Lenders and shall have accepted such appointment within 30 days after the resigning Agent's giving notice of resignation, then the resigning Agent may, on behalf of Lenders, appoint a successor Agent, which shall be a bank or Lender, if a trust company or other financial institution which maintains an office in the United StatesLender is willing to accept such appointment, or otherwise shall be a commercial bank or 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, or any Affiliate of such bank or trust company or other financial institution which is engaged in the banking business, State thereof and shall have has a combined capital and surplus of at least $500,000,000. Such Successor Agent shall thereupon become the Agent hereunder, as applicable, and the Agent shall deliver or cause to be delivered to any successor agent such documents of transfer and assignment as such Successor Agent may reasonably request300,000,000. If a Successor no successor Agent is not so has been appointed or does not accept pursuant to the foregoing, by the 30th day after the date such appointment before notice of resignation was given by the resigning Agent’s , such resignation becomes effective, shall become effective and the resigning Agent may appoint a temporary successor to act until such appointment by the Majority Lenders and, if applicable, the Borrower, is made and accepted, or if no such temporary successor is appointed as provided above by the resigning the Agent, the Majority 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 approval of Borrower, such approval not to be unreasonably withheld or delayed; provided that such approval shall not be required if a Default or an Event of Default shall have occurred and 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 all the rights, powers, privileges and duties of the resigning Agent. Upon the earlier of the acceptance of any appointment as Agent hereunder until such appointment by a successor Agent or the Majority Lenders and, if applicable, the Borrower, is made and accepted. Such Successor Agent shall succeed to all of the rights and obligations effective date 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 such succession of any such Successor Agent's resignation, the resigning Agent shall be discharged from its duties and obligations, in its capacity as obligations under this Agreement and the Agent hereunderother Loan Documents, except for its gross negligence that any indemnity rights or willful misconduct arising prior to its other rights in favor of such resigning Agent shall continue. After any resigning Agent's resignation hereunder, and the provisions of this Article 12 Section 9 shall continue in effect for the inure to its benefit of the resigning Agent in respect of as to any actions taken or omitted to be taken by it while it was acting as Agent under this Agreement and the Agentother Loan Documents.

Successor Agent. The Agent may resign as such at any time upon at least thirty (30) days by giving not less than 30 days’ prior written notice thereof to Lenders and Borrower Representative. Upon any such resignation, the Borrower and each of Requisite Lenders shall have the Lendersright to appoint a successor Agent. If the Agent at any time shall resign or if the office of the Agent shall become vacant for any other reason, Majority Lenders shall, by written instrument, appoint successor agent(s) (“Successor Agent”) satisfactory to such Majority Lenders and, so long as no Default or Event of Default has occurred and is continuing, to the Borrower (which approval shall not be unreasonably withheld or delayed); provided, however that any such successor Agent shall have been so appointed by the Requisite Lenders and shall have accepted such appointment within 30 days after the resigning Agent’s giving notice of resignation, then the resigning Agent may, on behalf of Lenders, appoint a successor Agent, which shall be a bank or Lender, if a trust company or other financial institution which maintains an office in the United StatesLender is willing to accept such appointment, or otherwise shall be a commercial bank or 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, or any Affiliate of such bank or trust company or other financial institution which is engaged in the banking business, State thereof and shall have has a combined capital and surplus of at least $500,000,000. Such Successor Agent shall thereupon become the Agent hereunder, as applicable, and the Agent shall deliver or cause to be delivered to any successor agent such documents of transfer and assignment as such Successor Agent may reasonably request300,000,000. If a Successor no successor Agent is not so has been appointed or does not accept pursuant to the foregoing, within 30 days after the date such appointment before notice of resignation was given by the resigning Agent’s , such resignation becomes effective, shall become effective and the resigning Agent may appoint a temporary successor to act until such appointment by the Majority Lenders and, if applicable, the Borrower, is made and accepted, or if no such temporary successor is appointed as provided above by the resigning the Agent, the Majority 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 approval of Borrower Representative, such approval not to be unreasonably withheld or delayed; provided, that such approval shall not be required if a Default or 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 all the rights, powers, privileges and duties of the resigning Agent. Upon the earlier of the acceptance of any appointment as Agent hereunder until such appointment by a successor Agent or the Majority Lenders and, if applicable, the Borrower, is made and accepted. Such Successor Agent shall succeed to all of the rights and obligations effective date 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 such succession of any such Successor Agent’s 50 Senior Credit Agreement (Omni) resignation, the resigning Agent shall be discharged from its duties and obligations, in its capacity as obligations under this Agreement and the Agent hereunderother Loan Documents, except for its gross negligence that any indemnity rights or willful misconduct arising prior to its other rights in favor of such resigning Agent shall continue. After any resigning Agent’s resignation hereunder, and the provisions of this Article 12 Section 9 shall continue in effect for the inure to its benefit of the resigning Agent in respect of as to any actions taken or omitted to be taken by it while it was acting as Agent under this Agreement and the Agentother Loan Documents.

Successor Agent. The Agent may resign as such at any time upon at least by giving not less than thirty (30) days’ prior written notice thereof to Lenders and Borrower Representative. Upon any such resignation, the Requisite Lenders shall have the right to appoint a successor Agent. If no successor Agent shall have been so appointed by the Requisite Lenders and shall have accepted such appointment within thirty (30) days prior after the resigning Agent’s giving notice to of resignation, then the Borrower and each resigning Agent may, on behalf of the Lenders. If the Agent at any time shall resign or if the office of the Agent shall become vacant for any other reason, Majority Lenders shall, by written instrument, appoint a successor agent(s) (“Successor Agent”) satisfactory to such Majority Lenders and, so long as no Default or Event of Default has occurred and is continuing, to the Borrower (which approval shall not be unreasonably withheld or delayed); provided, however that any such successor Agent shall be a bank or Lender, if a trust company or other financial institution which maintains an office in the United StatesLender is willing to accept such appointment, or otherwise shall be a commercial bank or 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, or any Affiliate of such bank or trust company or other financial institution which is engaged in the banking business, State thereof and shall have has a combined capital and surplus of at least $500,000,000. Such Successor Agent shall thereupon become the Agent hereunder, as applicable, and the Agent shall deliver or cause to be delivered to any successor agent such documents of transfer and assignment as such Successor Agent may reasonably request300,000,000. If a Successor no successor Agent is not so has been appointed or does not accept pursuant to the foregoing, within thirty (30) days after the date such appointment before notice of resignation was given by the resigning Agent’s , such resignation becomes effective, shall become effective and the resigning Agent may appoint a temporary successor to act until such appointment by the Majority Lenders and, if applicable, the Borrower, is made and accepted, or if no such temporary successor is appointed as provided above by the resigning the Agent, the Majority 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 approval of Borrower Representative, such approval not to be unreasonably withheld or delayed; provided that such approval shall not be required 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 all the rights, powers, privileges and duties of the resigning Agent. Upon the earlier of the acceptance of any appointment as Agent hereunder until such appointment by a successor Agent or the Majority Lenders and, if applicable, the Borrower, is made and accepted. Such Successor Agent shall succeed to all of the rights and obligations effective date 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 such succession of any such Successor Agent’s resignation, the resigning Agent shall be discharged from its duties and obligations, in its capacity as obligations under this Agreement and the Agent hereunderother Loan Documents, except for its gross negligence that any indemnity rights or willful misconduct arising prior to its other rights in favor of such resigning Agent shall continue. After any resigning Agent’s resignation hereunder, and the provisions of this Article 12 Section 9 shall continue in effect for the inure to its benefit of the resigning Agent in respect of as to any actions taken or omitted to be taken by it while it was acting as Agent under this Agreement and the Agentother Loan Documents.

Successor Agent. The Agent may resign as such at any time upon at least thirty (30) days by giving not less --------------- than 30 days' prior written notice thereof to Lenders and Borrower. Upon any such resignation, the Borrower and each of Requisite Lenders shall have the Lendersright to appoint a successor Agent. If the Agent at any time shall resign or if the office of the Agent shall become vacant for any other reason, Majority Lenders shall, by written instrument, appoint successor agent(s) (“Successor Agent”) satisfactory to such Majority Lenders and, so long as no Default or Event of Default has occurred and is continuing, to the Borrower (which approval shall not be unreasonably withheld or delayed); provided, however that any such successor Agent shall have been so appointed by the Requisite Lenders and shall have accepted such appointment within 30 days after the resigning Agent's giving notice of resignation, then the resigning Agent may, on behalf of Lenders, appoint a successor Agent, which shall be a bank or Lender, if a trust company or other financial institution which maintains an office in the United StatesLender is willing to accept such appointment, or otherwise shall be a commercial bank or 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, or any Affiliate of such bank or trust company or other financial institution which is engaged in the banking business, State thereof and shall have has a combined capital and surplus of at least $500,000,000. Such Successor Agent shall thereupon become the Agent hereunder, as applicable, and the Agent shall deliver or cause to be delivered to any successor agent such documents of transfer and assignment as such Successor Agent may reasonably request300,000,000. If a Successor no successor Agent is not so has been appointed or does not accept pursuant to the foregoing, within 30 days after the date such appointment before notice of resignation was given by the resigning Agent’s , such resignation becomes effective, shall become effective and the resigning Agent may appoint a temporary successor to act until such appointment by the Majority Lenders and, if applicable, the Borrower, is made and accepted, or if no such temporary successor is appointed as provided above by the resigning the Agent, the Majority 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 approval of Borrower, such approval not to be unreasonably withheld or delayed; provided -------- that such approval shall not be required if a Default or 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 all the rights, powers, privileges and duties of the resigning Agent. Upon the earlier of the acceptance of any appointment as Agent hereunder until such appointment by a successor Agent or the Majority Lenders and, if applicable, the Borrower, is made and accepted. Such Successor Agent shall succeed to all of the rights and obligations effective date 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 such succession of any such Successor Agent's resignation, the resigning Agent shall be discharged from its duties and obligations, in its capacity as obligations under this Agreement and the Agent hereunderother Loan Documents, except for its gross negligence that any indemnity rights or willful misconduct arising prior to its other rights in favor of such resigning Agent shall continue. After any resigning Agent's resignation hereunder, and the provisions of this Article 12 Section 9 shall continue in effect for the --------- inure to its benefit of the resigning Agent in respect of as to any actions taken or omitted to be taken by it while it was acting as Agent under this Agreement and the Agentother Loan Documents.

Successor Agent. The Agent may resign as such at any time upon at least thirty (30) days prior 30 days' notice to the Borrower and each of the Lenders. If the Agent at any time shall resign or if the office of the Agent shall become vacant for any other reason, Majority Lenders shall, by written instrument, appoint successor agent(s) (“Successor Agent”) satisfactory to such Majority Lenders Trust Certificate Purchasers and, so long as no Default or Event of Default has occurred and is continuing, to the Borrower (which Lessee. If the Agent resigns under this Agreement, the Majority Certificate Holders shall appoint from among the Trust Certificate Purchasers a successor Agent, subject to the approval, so long as no Default or Event of Default has occurred and is continuing, of the Lessee, such approval shall not to be unreasonably withheld or delayed); provided, however that any such . If no successor Agent shall be a bank or a trust company or other financial institution which maintains an office in is appointed prior to the United States, or a commercial bank organized under the laws effective date of the United States or any state thereof, or any Affiliate resignation of such bank or trust company or other financial institution which is engaged in the banking business, and shall have a combined capital and surplus of at least $500,000,000. Such Successor Agent shall thereupon become the Agent hereunder, as applicable, and the 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 resigning Agent’s resignation becomes effective, the Agent may appoint, after consulting with the Trust Certificate Purchasers and subject to the approval, so long as no Default or Event of Default has occurred and is continuing, of the Lessee, such approval not to be unreasonably withheld or delayed, a successor Agent from among the Trust Certificate Purchasers (or another Person acceptable to the Majority Certificate Holders). If no successor Agent has accepted appointment as the Agent by the date which is 30 days following a resigning Agent's notice of resignation, the resigning Agent may appoint a temporary successor to act until such appointment by Agent's notice of resignation will thereupon become effective and the Majority Lenders and, if applicable, the Borrower, is made and accepted, or if no such temporary successor is appointed as provided above by the resigning the Agent, the Majority Lenders Trust Certificate Purchasers shall thereafter perform all of the duties of the resigning the Agent hereunder until such appointment by time, if any, as the Majority Lenders andCertificate Holders appoint a successor Agent, if applicablein the manner provided for above. Upon the effective date of the Agent's resignation, the Borrower, is made and accepted. Such Successor only a successor Agent shall may succeed to all of the rights rights, powers and obligations duties 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 such succession of any such Successor Agent, the term "Agent" shall mean the successor Agent, and the resigning Agent shall be discharged from its Agent's rights, powers and duties and obligations, in its capacity as Agent will be terminated. After any agent resigns as the Agent hereunderAgent, except for its gross negligence or willful misconduct arising prior to its resignation hereunder, and the provisions of this Article 12 Section 9 shall continue in effect for the inure to its benefit of the resigning Agent in respect of as to any actions taken or omitted permitted to be taken by it while it was acting as the AgentAgent under this Agreement.

Successor Agent. The Agent may resign as such at any time upon at least thirty (30) days by giving not less than 30 days' prior written notice thereof to Lenders and Borrower Representative. Upon any such resignation, the Borrower and each of Requisite Lenders shall have the Lendersright to appoint a successor Agent. If the Agent at any time shall resign or if the office of the Agent shall become vacant for any other reason, Majority Lenders shall, by written instrument, appoint successor agent(s) (“Successor Agent”) satisfactory to such Majority Lenders and, so long as no Default or Event of Default has occurred and is continuing, to the Borrower (which approval shall not be unreasonably withheld or delayed); provided, however that any such successor Agent shall have been so appointed by the Requisite Lenders and shall have accepted such appointment within 30 days after the resigning Agent's giving notice of resignation, then the resigning Agent may, on behalf of Lenders, appoint a successor Agent, which shall be a bank or Lender, if a trust company or other financial institution which maintains an office in the United StatesLender is willing to accept such appointment, or otherwise shall be a commercial bank or 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, or any Affiliate of such bank or trust company or other financial institution which is engaged in the banking business, State thereof and shall have has a combined capital and surplus of at least $500,000,000. Such Successor Agent shall thereupon become the Agent hereunder, as applicable, and the Agent shall deliver or cause to be delivered to any successor agent such documents of transfer and assignment as such Successor Agent may reasonably request300,000,000. If a Successor no successor Agent is not so has been appointed or does not accept pursuant to the foregoing, within 30 days after the date such appointment before notice of resignation was given by the resigning Agent’s , such resignation becomes effective, shall become effective and the resigning Agent may appoint a temporary successor to act until such appointment by the Majority Lenders and, if applicable, the Borrower, is made and accepted, or if no such temporary successor is appointed as provided above by the resigning the Agent, the Majority 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 (other than a successor Agent who is a Lender) hereunder shall be subject to the approval of Borrower Representative, such approval not to be unreasonably withheld or delayed; provided that such approval shall not be required if a Default or an Event of Default has occurred and is continuing. On or after the A Obligations Termination Date, the Requisite B Lenders may remove the Agent and appoint a successor Agent. Upon the acceptance of any appointment as Agent hereunder by a successor Agent, such successor Agent shall succeed to and become vested with all the rights, powers, privileges and duties of the resigning Agent. Upon the earlier of the acceptance of any appointment as Agent hereunder until such appointment by a successor Agent or the Majority Lenders and, if applicable, the Borrower, is made and accepted. Such Successor Agent shall succeed to all of the rights and obligations effective date 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 such succession of any such Successor Agent's resignation, the resigning Agent shall be discharged from its duties and obligations, in its capacity as obligations under this Agreement and the Agent hereunderother Loan Documents, except for its gross negligence that any indemnity rights or willful misconduct arising prior to its other rights in favor of such resigning Agent shall continue. After any resigning Agent's resignation hereunder, and the provisions of this Article 12 Section 9 shall continue in effect for the inure to its benefit of the resigning Agent in respect of as to any actions taken or omitted to be taken by it while it was acting as Agent under this Agreement and the Agentother Loan Documents.

Successor Agent. The Agent may resign as such at any time upon at least by giving not less than thirty (30) days’ prior written notice thereof to Lenders and Borrower Representative. Upon any such resignation, the Requisite Lenders shall have the right to appoint a successor Agent. If no successor Agent shall have been so appointed by the Requisite Lenders and shall have accepted such appointment within thirty (30) days prior after the resigning Agent’s giving notice to of resignation, then the Borrower and each resigning Agent may, on behalf of the Lenders. If the Agent at any time shall resign or if the office of the Agent shall become vacant for any other reason, Majority Lenders shall, by written instrument, appoint a successor agent(s) (“Successor Agent”) satisfactory to such Majority Lenders and, so long as no Default or Event of Default has occurred and is continuing, to the Borrower (which approval shall not be unreasonably withheld or delayed); provided, however that any such successor Agent shall be a bank or Lender, if a trust company or other financial institution which maintains an office in the United StatesLender is willing to accept such appointment, or otherwise shall be a commercial bank or 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, or any Affiliate of such bank or trust company or other financial institution which is engaged in the banking business, State thereof and shall have has a combined capital and surplus of at least $500,000,000. Such Successor Agent shall thereupon become the Agent hereunder, as applicable, and the Agent shall deliver or cause to be delivered to any successor agent such documents of transfer and assignment as such Successor Agent may reasonably request300,000,000. If a Successor no successor Agent is not so has been appointed or does not accept pursuant to the foregoing, within thirty (30) days after the date such appointment before notice of resignation was given by the resigning Agent’s , such resignation becomes effective, shall become effective and the resigning Agent may appoint a temporary successor to act until such appointment by the Majority Lenders and, if applicable, the Borrower, is made and accepted, or if no such temporary successor is appointed as provided above by the resigning the Agent, the Majority 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 approval of Borrower Representative, such approval not to be unreasonably withheld, conditioned or delayed; provided, that such approval shall not be required if a Default or 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 all the rights, powers, privileges and duties of the resigning Agent. Upon the earlier of the acceptance of any appointment as Agent hereunder until such appointment by a successor Agent or the Majority Lenders and, if applicable, the Borrower, is made and accepted. Such Successor Agent shall succeed to all of the rights and obligations effective date 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 such succession of any such Successor Agent’s resignation, the resigning Agent shall be discharged from its duties and obligations, in its capacity as obligations under this Agreement and the Agent hereunderother Loan Documents, except for its gross negligence that any indemnity rights or willful misconduct arising prior to its other rights in favor of such resigning Agent shall continue. After any resigning Agent’s resignation hereunder, and the provisions of this Article 12 Section 9 shall continue in effect for the inure to its benefit of the resigning Agent in respect of as to any actions taken or omitted to be taken by it while it was acting as Agent under this Agreement and the Agentother Loan Documents.

Successor Agent. The Collateral Agent may resign as such acting hereunder at any time upon at least thirty (30) may resign by an instrument in writing addressed and delivered, 30 days prior notice to the Borrower and effectiveness of such resignation, to each of the Lenders. If Liquidity Providers, the Agent Liquidity Agent, the Administrative Agent, the Lender, Royal and the Borrower, and may be removed at any time shall resign with cause by an instrument in writing duly executed by or if the office on behalf of the Liquidity Agent or Royal. Subject to the provisions hereof, the Liquidity Agent and Royal shall also have the right to appoint a successor Collateral Agent upon any such resignation or removal, by an instrument of substitution complying with the requirements of applicable law, or, in the absence of any such requirements, without any formality other than appointment and designation in writing. Upon the making and acceptance of such appointment, the execution and delivery by such successor Collateral Agent of a ratifying instrument 51 Receivables Financing Agreement pursuant to which such successor Collateral Agent agrees to assume the duties and obligations imposed on the Collateral Agent by the terms of this Agreement, and the delivery to such successor Collateral Agent of the Collateral, and documents and instruments then held by the retiring the Collateral Agent, such successor Collateral Agent shall thereupon succeed to and become vacant for any other reasonvested with all the estate, Majority Lenders shallrights, by written instrumentpowers, appoint successor agent(s) (“Successor remedies, privileges, immunities, indemnities, duties and obligations hereby granted to or conferred or imposed upon the retiring the Collateral Agent”) satisfactory to , and one such Majority Lenders and, so long as no Default or Event of Default has occurred appointment and is continuing, to the Borrower (which approval designation shall not be unreasonably withheld exhaust the right to appoint and designate further successor Collateral Agents hereunder. No removal or delayed); provided, however that any such successor resignation of the Collateral Agent shall be effective unless and until a bank or a trust company or other financial institution which maintains an office in the United States, or a commercial bank organized under the laws of the United States or any state thereof, or any Affiliate of such bank or trust company or other financial institution which is engaged in the banking business, and shall have a combined capital and surplus of at least $500,000,000. Such Successor successor Collateral Agent shall thereupon become the Agent hereunder, as applicablehas been duly appointed, and the appointment of such successor Collateral Agent has been accepted by such successor Collateral Agent. If no successor Collateral Agent shall deliver be appointed within 90 days following the resignation 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 removal 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 Borrower, is made and accepted, or if no such temporary successor is appointed as provided above by the resigning the Collateral Agent, the Majority Lenders shall thereafter perform all parties agree to submit to the applicable court for appointment of the duties of the resigning the Agent hereunder until such appointment by the Majority Lenders and, if applicable, the Borrower, is made and acceptedsuccessor Collateral Agent. Such Successor Agent shall succeed to all of the rights and obligations of the resigning Agent as if originally named. The resigning Agent shall duly assign, transfer and deliver to such Successor Agent all moneys at the time held by the resigning Agent hereunder after deducting therefrom its expenses for which it is entitled to be reimbursed hereunder. Upon such succession of any such Successor Agent, the resigning No Collateral Agent shall be discharged from its duties or obligations hereunder until the Collateral and obligations, documents and instruments then held by such retiring the Collateral Agent shall have been transferred or delivered to the successor Collateral Agent in its capacity as bank or trust company, until such retiring the Collateral Agent shall have executed and delivered to the successor Collateral Agent appropriate instruments substituting such successor Collateral Agent for purposes of this Agreement and assigning the retiring the Collateral Agent's interest in the Collateral, to the successor Collateral Agent. If no successor Collateral Agent shall be appointed, as aforesaid, or, if appointed, shall not have accepted its appointment, within 30 days after notice of resignation or removal of the retiring the Collateral Agent, then, subject to the provisions hereof, the retiring Collateral Agent may appoint a successor Collateral Agent with the written consent of the Liquidity Agent and Royal. Each such successor Collateral Agent shall provide the Borrower, the Administrative Agent, the Lender, each Liquidity Provider, the Liquidity Agent and Royal with its address and telephone numbers. Notwithstanding the resignation or removal of the Collateral Agent hereunder, except for its gross negligence or willful misconduct arising prior to its resignation hereunder, and the provisions of this Article 12 XII shall continue in effect for to inure to the benefit of the resigning such retiring Collateral Agent in respect of any actions action taken or omitted to be taken by it such retiring the Collateral Agent in its capacity as such while it was acting as the Collateral Agent under this Agreement. The Borrower shall provide prompt notice to each Rating Agency and the Administrative Agent of the appointment of a successor Collateral Agent. Any corporation into which the Collateral Agent may be merged or converted or with which it may be consolidated, or any corporation resulting from any merger, conversion or consolidation to which the Collateral Agent shall be a party, or any corporation succeeding to substantially all the corporate trust business of the Collateral Agent, shall be the successor of the Collateral Agent hereunder without the execution or filing of any paper or any further act on the part of the parties thereto, anything herein to the contrary notwithstanding.

Successor Agent. The Subject to the appointment and acceptance of a successor to the Administrative Agent as provided in this paragraph, the Administrative Agent may resign as such at any time upon at least thirty (30) days prior notice by notifying the Lenders, the Issuing Bank and the Borrowers. Upon any such resignation, the Required Lenders shall have the right to appoint a successor, subject to the Borrower and each consent of the Lenders. If the Agent at any time shall resign or if the office of the Agent shall become vacant for any other reason, Majority Lenders shall, by written instrument, appoint successor agent(s) (“Successor Agent”) satisfactory to such Majority Lenders and, so long as no Default or Event of Default has occurred and is continuing, to the Parent Borrower (which approval consent shall not be unreasonably withheld or delayedwithheld); providedprovided that the Parent Borrower’s consent shall not be required if a payment or bankruptcy Event of Default exists. If no successor shall have been so appointed by the Required Lenders and shall have accepted such appointment within 30 days after the retiring Administrative Agent gives notice of its resignation, however that any such then the retiring Administrative Agent may, on behalf of the Lenders and the Issuing Bank, appoint a successor Administrative Agent which shall be a bank or a trust company or other financial institution which maintains with an office in the United StatesNew York, New York, or a commercial bank organized under an Affiliate of any such bank, subject to the laws consent of the United States Parent Borrower (which consent shall not be unreasonably withheld); provided that the Parent Borrower’s consent shall not be required if a payment or any state thereofbankruptcy Event of Default exists. Upon the acceptance of its appointment as Administrative Agent hereunder by a successor, or any Affiliate such successor shall succeed to and become vested with all the rights, powers, privileges and duties of such bank or trust company or other financial institution which is engaged in the banking business, and shall have a combined capital and surplus of at least $500,000,000. Such Successor Agent shall thereupon become the Agent hereunder, as applicableretiring Administrative Agent, and the 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 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 Borrower, is made and accepted, or if no such temporary successor is appointed as provided above by the resigning the Agent, the Majority Lenders shall thereafter perform all of the duties of the resigning the Agent hereunder until such appointment by the Majority Lenders and, if applicable, the Borrower, is made and accepted. Such Successor Agent shall succeed to all of the rights and obligations of the resigning Agent as if originally named. The resigning Agent shall duly assign, transfer and deliver to such Successor Agent all moneys at the time held by the resigning Agent hereunder after deducting therefrom its expenses for which it is entitled to be reimbursed hereunder. Upon such succession of any such Successor Agent, the resigning retiring Administrative Agent shall be discharged from its duties and obligations, in its capacity as the Agent hereunder, except for its gross negligence or willful misconduct arising prior obligations hereunder (other than with respect to its obligations under Section 10.12). The fees payable by any Borrower to a successor Administrative Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Borrowers and such successor. After the Administrative Agent’s resignation hereunder, and the provisions of this Article 12 IX and Section 10.03 shall continue in effect for the benefit of the resigning Agent such retiring Administrative Agent, its sub-agents and their respective Related Parties in respect of any actions taken or omitted to be taken by it any of them while it was acting as Administrative Agent. Notwithstanding anything to the Agentcontrary herein, no Disqualified Institution (nor any Affiliate thereof) may be appointed as a successor Administrative Agent or any agent in any other capacity.

Successor Agent. The Agent may resign as such at any time upon at least thirty (30) days prior by delivering notice of such resignation to the Borrower Lenders and each of Borrower, effective on the Lendersdate set forth in such notice. Upon any such resignation, the Requisite Lenders shall have the right to appoint a successor Agent. If the Agent at any time shall resign or if the office of the Agent shall become vacant for any other reason, Majority Lenders shall, by written instrument, appoint successor agent(s) (“Successor Agent”) satisfactory to such Majority Lenders and, so long as no Default or Event of Default has occurred and is continuing, to the Borrower (which approval shall not be unreasonably withheld or delayed); provided, however that any such successor Agent shall have been so appointed by the Requisite Lenders and shall have accepted such appointment within 30 days after the resigning Agent’s giving notice of resignation, then the resigning Agent may, on behalf of Lenders, appoint a successor Agent, which shall be a bank or Lender, if a trust company or other financial institution which maintains an office in the United StatesLender is willing to accept such appointment, or otherwise shall be a commercial bank or 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, or any Affiliate of such bank or trust company or other financial institution which is engaged in the banking business, State thereof and shall have has a combined capital and surplus of at least $500,000,000. Such Successor Agent shall thereupon become the Agent hereunder, as applicable, and the Agent shall deliver or cause to be delivered to any successor agent such documents of transfer and assignment as such Successor Agent may reasonably request300,000,000. If a Successor no successor Agent is not so has been appointed or does not accept pursuant to the foregoing, within 30 days after the date such appointment before notice of resignation was given by 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 Borrower, is made and accepted, or if no such temporary successor is appointed as provided above by the resigning the Agent, the Majority 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. Upon the acceptance of any appointment as Agent hereunder by a successor Agent, such successor Agent shall succeed to and become vested with all the rights, powers, privileges and duties of the resigning Agent. Upon the earlier of the acceptance of any appointment as Agent hereunder until such appointment by a successor Agent or the Majority Lenders and, if applicable, the Borrower, is made and accepted. Such Successor Agent shall succeed to all of the rights and obligations effective date 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 such succession of any such Successor Agent’s resignation, the resigning Agent shall be discharged from its duties and obligations, in its capacity as obligations under this Agreement and the Agent hereunderother Debt Documents, except for its gross negligence that any indemnity rights or willful misconduct arising prior to its other rights in favor of such resigning Agent shall continue. After any resigning Agent’s resignation hereunder, and the provisions of this Article 12 Section 9 shall continue in effect for the inure to its benefit of the resigning Agent in respect of as to any actions taken or omitted to be taken by it while it was acting as Agent under this Agreement and the Agentother Debt Documents.

Successor Agent. The Agent may resign as such at any time upon as Agent under the Loan Documents by giving written notice thereof to the Lenders and the Borrower. Any such 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, the Requisite Lenders shall have the right to appoint a successor Agent, Swingline Lender and Issuing Lender, as applicable, 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 thirty (30) days prior notice to the Borrower and each of the Lenders. If the Agent at any time shall resign or if the office of the Agent shall become vacant for any other reason$5,000,000,000, Majority Lenders which appointment shall, by written instrument, appoint successor agent(s) (“Successor Agent”) satisfactory to such Majority Lenders and, so long as provided no Default or Event of Default has shall have occurred and is be continuing, be subject to the Borrower (Borrower’s approval, which approval shall not be unreasonably withheld or delayeddelayed (except that the Borrower shall, in all events, be deemed to have approved each Lender and its affiliates as a successor Agent, Swingline Lender and Issuing Lender); provided, however that any such . If no successor Agent shall be a bank or a trust company or other financial institution which maintains an office have been so appointed in accordance with the United States, or a commercial bank organized under the laws of the United States or any state thereof, or any Affiliate of such bank or trust company or other financial institution which is engaged in the banking businessimmediately preceding sentence, and shall have accepted such appointment, within thirty (30) days after the resigning Agent’s giving of notice of resignation, then the resigning Agent may, on behalf of the Lenders, appoint a successor Agent, which shall be a Lender, if any Lender shall be willing to serve, and otherwise shall be a commercial bank having total combined capital and surplus assets of at least $500,000,0005,000,000,000. Such Successor Agent shall thereupon become Upon the Agent hereunderacceptance of any appointment as Agent, Swingline Lender and/or Issuing Lender hereunder by a successor Agent, such successor Agent, Swingline Lender and Issuing Lender, as applicable, shall thereupon succeed to and become vested with all the Agent shall deliver or cause to be delivered to any successor agent such documents of transfer rights, powers, privileges 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 Borrower, is made and accepted, or if no such temporary successor is appointed as provided above by the resigning the Agent, the Majority Lenders shall thereafter perform all of the duties of the resigning the Agent hereunder until such appointment by the Majority Lenders and, if applicable, the Borrower, is made and accepted. Such Successor Agent shall succeed to all of the rights and obligations of the resigning Agent as if originally named. The resigning Agent shall duly assign, transfer and deliver to such Successor Agent all moneys at the time held by the resigning Agent hereunder after deducting therefrom its expenses for which it is entitled to be reimbursed hereunder. Upon such succession of any such Successor retiring Agent, and the resigning retiring Agent shall be discharged from its duties and obligationsobligations under the Loan Documents as Agent, in its capacity Swingline Lender and Issuing Lender, as the Agent hereunderapplicable. After any Agent’s resignation hereunder as Agent, except for its gross negligence or willful misconduct arising prior to its resignation hereunder, and the provisions of this Article 12 XI and all provisions of this Agreement relating to Swingline Loans or Letters of Credit shall continue in effect for the to inure to its benefit of the resigning Agent in respect of as to any actions taken or omitted to be taken by it while it was acting Agent, Swingline Lender or Issuing Lender under the Loan Documents. If the resigning Agent shall also resign as the Issuing Lender, 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 Issuing Lender, in either case, to assume effectively the obligations of the current Agent with respect to such Letters of Credit. Upon any change in the Agent under this Agreement, the resigning Agent shall execute such assignments of and amendments to the Loan Documents as may be necessary to substitute the successor Agent for the resigning Agent.

Successor Agent. The An Agent may resign as such at any time upon at least thirty (30) days prior by giving notice thereof to the Borrower Lenders, the Borrower, the Collateral Manager and each Rating Agency then rating any Class of Loans. Upon any such resignation, the Lenders. If the Agent at any time shall resign or if the office of the Agent shall become vacant for any other reason, Majority Lenders shall, by written instrument, shall have the right to appoint a successor agent(s) (“Successor Agent”) satisfactory to such Majority Lenders and, so long as no Default or Event Agent with the consent of Default has occurred and is continuing, to the Borrower (which approval consent shall not be unreasonably withheld or delayed); provided, however provided that any such successor agent is then a Lender hereunder. In addition, upon the affirmative vote of the Majority Lenders exercising good faith that an Agent has acted with gross negligence or committed an act of willful misconduct or failed to act as required due to gross negligence or willful misconduct in its capacity as agent for the Lenders hereunder, the Majority Lenders may immediately remove such Agent; provided further, in the case of the removal of the Administrative Agent, that (i) for the purposes of such vote a Lender who is also the Administrative Agent (or an Affiliate thereof) shall not be included in the determination of Majority Lenders and (ii) prior to such resignation the Majority Lenders shall provide to the Administrative Agent a written statement setting forth the Majority Lenders' basis for claiming that the Administrative Agent has acted with gross negligence or committed an act of willful misconduct or failed to act as required due to gross negligence or willful misconduct. In the case of any Agent, if no successor Agent shall have been so appointed by the Majority Lenders and approved by the Borrower, and shall have accepted such appointment, within 30 days after the notice of resignation or removal thereof, then the retiring Agent may (i) petition a court of competent jurisdiction to appoint a successor Agent or (ii) appoint a successor Agent, in each case, which such successor Agent shall be a bank or a trust company or other financial institution which maintains an office in the United States, or a commercial bank organized or licensed under the laws of the United States of America or of any state thereof, or any Affiliate of such bank or trust company or other financial institution which is engaged in the banking business, State thereof and shall have having a combined capital and surplus of at least $500,000,00050,000,000. Such Successor Upon the acceptance of its appointment as such Agent hereunder by a successor Agent, such successor Agent shall thereupon succeed to and become vested with all the Agent hereunder, as applicablerights and duties of the retiring Agent, and the 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 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 Borrower, is made and accepted, or if no such temporary successor is appointed as provided above by the resigning the Agent, the Majority Lenders shall thereafter perform all of the duties of the resigning the Agent hereunder until such appointment by the Majority Lenders and, if applicable, the Borrower, is made and accepted. Such Successor Agent shall succeed to all of the rights and obligations of the resigning Agent as if originally named. The resigning Agent shall duly assign, transfer and deliver to such Successor Agent all moneys at the time held by the resigning Agent hereunder after deducting therefrom its expenses for which it is entitled to be reimbursed hereunder. Upon such succession of any such Successor Agent, the resigning retiring Agent shall be discharged from its duties and obligations, in its capacity as the Agent hereunder, except for its gross negligence or willful misconduct arising prior to its resignation obligations hereunder, and the Borrower shall provide written notice of such appointment to the Lenders, the Collateral Manager and each Rating Agency then rating any Class of Loans. After any retiring Agent's resignation hereunder as Agent, the provisions of this Article 12 VII shall continue in effect for the inure to its benefit of the resigning Agent in respect of as to any actions taken or omitted to be taken by it while it was acting as the an Agent.

Successor Agent. The Each Agent acknowledges that its current intention is to remain an Agent hereunder. Nevertheless, such Agent may resign as such at any time by giving written notice thereof to the Secured Parties and the Borrower, such resignation to be effective only upon the acceptance of the appointment of a successor Administrative Agent or Collateral Agent, as applicable. Furthermore, with the consent of the Borrower (such consent not to be unreasonably withheld), such Agent may assign its duties and rights as Administrative Agent or Collateral Agent, as applicable, to any Affiliate of KeyBank National Association satisfying the requirements set forth below upon sixty (60) days’ prior written notice to the Secured Parties and the Borrower. Upon the occurrence of such assignment, all rights and obligations of KeyBank National Association as such Agent under the Financing Documents shall be transferred to such assignee, and the parties hereto shall execute in conjunction therewith assignment documentation and such other documentation as shall be necessary or desirable to preserve the transactions contemplated hereby and to preserve the Agents’ respective security interests in the Collateral, all as shall be reasonably satisfactory to such assignee. Each Agent may be removed involuntarily only for a material breach of its duties and obligations hereunder or under the other Financing Documents or for gross negligence or willful misconduct as determined by a final non-appealable judgment of a court of competent jurisdiction in connection with the performance of its duties hereunder or under the other Financing Documents and then only upon the affirmative vote of the Majority Lenders (excluding such Agent from such vote and such Agent’s Proportionate Share of the Loans and from the amounts used to determine the portion of the Loans necessary to constitute the required Proportionate Share of the remaining Lenders). Upon any such resignation or removal, the Majority Lenders shall have the right to appoint a successor Agent with the consent of the Borrower (unless an Event of Default shall have occurred and be continuing), which FINANCING AGREEMENT (XXXXX XX & V) consent shall not be unreasonably withheld and which consent shall be provided with respect to at least one of the Lenders. If no successor Agent shall have been so appointed by the Majority Lenders, and shall have accepted such appointment, within thirty (30) days prior after the retiring Agent’s giving of notice to of resignation or the Borrower and each Lenders’ removal of the retiring Agent, the retiring Agent may, on behalf of the Lenders. If the Agent at any time shall resign or if the office of the Agent shall become vacant for any other reason, Majority Lenders shall, by written instrument, appoint a successor agent(s) (“Successor Agent”) satisfactory to such Majority Lenders and, so long as no Default or Event of Default has occurred and is continuing, to the Borrower (which approval shall not be unreasonably withheld or delayed); provided, however that any such successor Agent shall be a bank or Lender, if any Lender shall be willing to serve, and otherwise shall be a trust company or other financial institution which maintains an office in the United States, or a commercial bank organized under the laws of the United States or any state thereof, or any Affiliate of such bank or trust company or other financial institution which is engaged in the banking business, and shall have having a combined capital and surplus of at least Five Hundred Million Dollars ($500,000,000) and acceptable to the Majority Lenders and (unless an Event of Default shall have occurred and be continuing) reasonably acceptable to the Borrower. Such Successor Upon the acceptance of any appointment as Collateral Agent shall thereupon become the Agent hereunderor Administrative Agent, as applicable, and under the Operative Documents by a successor Agent, such successor Agent shall deliver or cause thereupon succeed 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 become vested with all the resigning Agent’s resignation becomes effectiverights, the resigning Agent may appoint a temporary successor to act until such appointment by the Majority Lenders andpowers, if applicable, the Borrower, is made privileges and accepted, or if no such temporary successor is appointed as provided above by the resigning the Agent, the Majority Lenders shall thereafter perform all of the duties of the resigning the Agent hereunder until such appointment by the Majority Lenders and, if applicable, the Borrower, is made and accepted. Such Successor Agent shall succeed to all of the rights and obligations of the resigning Agent as if originally named. The resigning Agent shall duly assign, transfer and deliver to such Successor Agent all moneys at the time held by the resigning Agent hereunder after deducting therefrom its expenses for which it is entitled to be reimbursed hereunder. Upon such succession of any such Successor retiring Agent, and the resigning retiring Agent shall be discharged from its duties and obligationsobligations as such Agent only under the Financing Documents. After any retiring Agent’s resignation or removal hereunder as such Agent, in its capacity as the Agent hereunder, except for its gross negligence or willful misconduct arising prior to its resignation hereunder, and the provisions of this Article 12 10 shall continue in effect for the inure to its benefit of the resigning Agent in respect of as to any actions taken or omitted to be taken by it while it was acting as an Agent under the AgentOperative Documents.

Successor Agent. The Agent may resign as such at any time upon at least thirty by giving written notice thereof to the Lenders and the Borrower. Upon any such resignation, the Majority Lenders shall have the right to appoint a successor Agent, which shall be a Lender or shall be another commercial bank or trust company (30) days prior notice and reasonably acceptable to the Borrower and each of the Lenders. If the Agent at any time shall resign or if the office of the Agent shall become vacant for any other reason, Majority Lenders shall, by written instrument, appoint successor agent(s) (“Successor Agent”) satisfactory to such Majority Lenders and, so long as no Unmatured Default or Event of Default has occurred and is continuing, to the Borrower (which approval shall not be unreasonably withheld or delayed); provided, however that any such successor Agent shall be a bank or a trust company or other financial institution which maintains an office in the United States, or a commercial bank exists) organized under the laws of the United States or of any state State thereof. If no successor Agent shall have been so appointed by the Majority Lenders, and shall have accepted such appointment, within thirty days after the retiring Agent’s giving of notice of resignation (the “Resignation Effective Date”), then the retiring Agent shall, on behalf of the Lenders, appoint a successor Agent, which shall be a Lender or any Affiliate of such shall be another commercial bank or trust company organized under the laws of the United States of any State thereof reasonably acceptable to the Borrower; provided that in no event shall any such successor Agent be a Defaulting Lender. Regardless of whether a successor has been appointed or other financial institution which is engaged in has accepted such appointment, such resignation of the banking business, and shall have a combined capital and surplus of at least $500,000,000. Such Successor retiring Agent shall thereupon become effective in accordance with such notice on the Agent hereunderResignation Effective Date. Notwithstanding the foregoing, as applicable, and the 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 resigning Agent’s resignation becomes effective, the resigning Agent may appoint a temporary successor to act until such appointment by if either the Majority Lenders andor the Borrower have not accepted the appointment of a successor Agent or no successor Agent has accepted appointment to act as the Agent hereunder as of the Resignation Effective Date, if applicable, the Borrower, is made and accepted, or if no such temporary successor is appointed as provided above by the resigning the Agent, then the Majority Lenders shall thereafter perform be deemed to have succeeded to and become vested with all of the rights, powers, privileges and duties of the resigning the retiring Agent hereunder until such appointment by the Majority Lenders and, if applicable, the Borrower, is made and accepted. Such Successor Agent shall succeed to all as of the rights and obligations of Resignation Effective Date. With effect from the resigning Agent as if originally named. The resigning Agent shall duly assignResignation Effective Date, transfer and deliver to such Successor Agent all moneys at (i) the time held by the resigning Agent hereunder after deducting therefrom its expenses for which it is entitled to be reimbursed hereunder. Upon such succession of any such Successor Agent, the resigning retiring Agent shall be discharged from its duties and obligationsobligations hereunder and under the other Loan Documents and (ii) except for any indemnity payments owed to the retiring Agent, in its capacity 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 Majority Lenders appoint a successor administrative agent as provided for in this Section 7.7. Upon the acceptance of any appointment as Agent hereunderhereunder by a successor Agent, except for its gross negligence or willful misconduct arising prior such successor Agent shall thereupon succeed to its resignation hereunderand become vested with all the rights, powers, privileges and duties of the retiring Agent, and the retiring Agent shall be discharged from its duties and obligations under this Agreement. After any retiring Agent’s resignation hereunder as Agent, the provisions of this Article 12 VII and Section 9.4 shall continue in effect for the inure to its benefit of the resigning Agent in respect of as to any actions taken or omitted to be taken by it while it was acting as the AgentAgent under this Agreement.

Successor Agent. The Agent may resign as such at any time upon at least by giving not less than thirty (30) days' prior written notice thereof to Lenders and Borrower. Upon any such resignation, the Requisite Lenders shall have the right to appoint a successor Agent. If no successor Agent shall have been so appointed by the Requisite Lenders and shall have accepted such appointment within thirty (30) days prior after the resigning Agent's giving notice to of resignation, then the Borrower and each resigning Agent may, on behalf of the Lenders. If the Agent at any time shall resign or if the office of the Agent shall become vacant for any other reason, Majority Lenders shall, by written instrument, appoint a successor agent(s) (“Successor Agent”) satisfactory to such Majority Lenders and, so long as no Default or Event of Default has occurred and is continuing, to the Borrower (which approval shall not be unreasonably withheld or delayed); provided, however that any such successor Agent shall be a bank or Lender, if a trust company or other financial institution which maintains an office in the United StatesLender is willing to accept such appointment, or otherwise shall be a commercial bank or 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, or any Affiliate of such bank or trust company or other financial institution which is engaged in the banking business, State thereof and shall have has a combined capital and surplus of at least $500,000,000. Such Successor Agent shall thereupon become the Agent hereunder, as applicable, and the Agent shall deliver or cause to be delivered to any successor agent such documents of transfer and assignment as such Successor Agent may reasonably request300,000,000.00. If a Successor no successor Agent is not so has been appointed or does not accept pursuant to the foregoing, within thirty (30) days after the date such appointment before notice of resignation was given by the resigning Agent’s , such resignation becomes effective, shall become effective and the resigning Agent may appoint a temporary successor to act until such appointment by the Majority Lenders and, if applicable, the Borrower, is made and accepted, or if no such temporary successor is appointed as provided above by the resigning the Agent, the Majority 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 approval of Borrower, such approval not to be unreasonably withheld or delayed; provided, that such approval shall not be required if a Default or 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 all the rights, powers, privileges and duties of the resigning Agent. Upon the earlier of the acceptance of any appointment as Agent hereunder until such appointment by a successor Agent or the Majority Lenders and, if applicable, the Borrower, is made and accepted. Such Successor Agent shall succeed to all of the rights and obligations effective date 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 such succession of any such Successor Agent's resignation, the resigning Agent shall be discharged from its duties and obligations, in its capacity as obligations under this Agreement and the Agent hereunderother Loan Documents, except for its gross negligence that any indemnity rights or willful misconduct arising prior to its other rights in favor of such resigning Agent shall continue. After any resigning Agent's resignation hereunder, and the provisions of this Article 12 Section 9 shall continue in effect for the inure to its benefit of the resigning Agent in respect of as to any actions taken or omitted to be taken by it while it was acting as Agent under this Agreement and the Agentother Loan Documents.

Successor Agent. The Agent may resign as such at any time upon at least by giving not less --------------- than thirty (30) days days' prior written notice thereof to Lenders and Borrower. Upon any such resignation, the Borrower and each of Requisite Lenders shall have the Lendersright to appoint a successor Agent. If the Agent at any time shall resign or if the office of the Agent shall become vacant for any other reason, Majority Lenders shall, by written instrument, appoint successor agent(s) (“Successor Agent”) satisfactory to such Majority Lenders and, so long as no Default or Event of Default has occurred and is continuing, to the Borrower (which approval shall not be unreasonably withheld or delayed); provided, however that any such successor Agent shall have been so appointed by the Requisite Lenders and shall have accepted such appointment within 30 days after the resigning Agent's giving notice of resignation, then the resigning Agent may, on behalf of Lenders, appoint a successor Agent, which shall be a bank or Lender, if a trust company or other financial institution which maintains an office in the United StatesLender is willing to accept such appointment, or otherwise shall be a commercial bank or 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, or any Affiliate of such bank or trust company or other financial institution which is engaged in the banking business, State thereof and shall have has a combined capital and surplus of at least $500,000,000. Such Successor Agent shall thereupon become the Agent hereunder, as applicable, and the Agent shall deliver or cause to be delivered to any successor agent such documents of transfer and assignment as such Successor Agent may reasonably request300,000,000. If a Successor no successor Agent is not so has been appointed or does not accept pursuant to the foregoing, by the 30th day after the date such appointment before notice of resignation was given by the resigning Agent’s , such resignation becomes effective, shall become effective and the resigning Agent may appoint a temporary successor to act until such appointment by the Majority Lenders and, if applicable, the Borrower, is made and accepted, or if no such temporary successor is appointed as provided above by the resigning the Agent, the Majority 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 approval of Borrower, such approval not to be unreasonably withheld or delayed; provided that such approval shall not be required if a Default or an Event of Default shall have occurred and 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 all the rights, powers, privileges and duties of the resigning Agent. Upon the earlier of the acceptance of any appointment as Agent hereunder until such appointment by a successor Agent or the Majority Lenders and, if applicable, the Borrower, is made and accepted. Such Successor Agent shall succeed to all of the rights and obligations effective date 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 such succession of any such Successor Agent's resignation, the resigning Agent shall be discharged from its duties and obligations, in its capacity as obligations under this Agreement and the Agent hereunderother Loan Documents, except for its gross negligence that any indemnity rights or willful misconduct arising prior to its other rights in favor of such resigning Agent shall continue. After any resigning Agent's resignation hereunder, and the provisions of this Article 12 Section 10 shall continue in effect for the inure to its benefit of the resigning Agent in respect of as to any actions taken or omitted to be taken by it while it was acting as Agent under this Agreement and the Agentother Loan Documents.