Common use of Successor Agent Clause in Contracts

Successor Agent. Any Agent may, at any time, resign upon 20 days written notice to the Lenders. Upon any such resignation, 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 notice of resignation, then the Borrower shall have the right to appoint a successor Agent provided such successor is a Lender hereunder or a commercial bank 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 $400,000,000. Upon the acceptance of any appointment as an Agent hereunder by a successor, such successor Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring Agent, and the retiring Agent shall be discharged from its duties and obligations as an Agent, as appropriate, under this Credit Agreement and the other Credit Documents and the provisions of this Section 10.9 shall inure to its benefit as to any actions taken or omitted to be taken by it while it was an Agent under this Credit Agreement. If no successor Administrative Agent has accepted appointment as Administrative Agent within sixty (60) days after the retiring Administrative Agent's giving notice of resignation, the retiring Administrative Agent's resignation shall nevertheless become effective and the Lenders shall perform all duties of the Administrative Agent hereunder until such time, if any, as the Required Lenders appoint a successor Administrative Agent as provided for above. Likewise, if no successor Collateral Agent has accepted appointment as Collateral Agent within sixty (60) days after the retiring Collateral Agent's giving notice of resignation, the retiring Collateral Agent's resignation shall nevertheless become effective and the Lenders shall perform all duties of the Collateral Agent under the Collateral Documents until such time, if any, as the Required Lenders appoint a successor Collateral Agent as provided for above. Subject to the foregoing terms of this Section 10.9, there shall at all times be a Person or Persons serving as Administrative Agent hereunder and, so long as no Default or Event of Default shall have occurred and be continuing, the appointment of any new Administrative Agent shall require the consent of the Borrower (which consent shall not be unreasonably withheld).

Successor Agent. Any The Agent may, may resign as such at any time, resign time upon 20 days written at least 30 days’ prior notice to the LendersPurchasers and Borrower. Upon any such resignation, the Required Lenders Purchasers shall have the right right, in consultation with Borrower, to appoint a successor AgentAgent from among the Purchasers. If no successor Agent shall have been so appointed by the Required Lenders, Purchasers and shall have accepted such appointment, appointment within 30 days after the retiring Agent gives notice of its resignation, then the Borrower shall have retiring Agent may, on behalf of the right to Purchasers, appoint a successor Agent provided such Agent, which successor is a Lender hereunder or shall be a commercial bank banking institution organized under the laws of the United States of America (or of any State thereof and has thereof) or a United States branch or agency of a commercial banking institution, in each case, having combined capital and surplus of at least $400,000,000500,000,000; provided that if such retiring Agent is unable to find a commercial banking institution that is willing to accept such appointment and which meets the qualifications set forth above, the retiring Agent’s resignation shall nevertheless thereupon become effective and the retiring (or retired) Agent shall be discharged from its duties and obligations under the Note Documents (except that in the case of any Collateral held by Agent on behalf of the Purchasers under the Note Documents, the retiring Agent shall continue to hold such Collateral until such time as a successor agent is appointed), and the Purchasers shall assume and perform all of the duties of the Agent under the Note Documents until such time, if any, as the Required Purchasers appoint a successor Agent. Upon the acceptance of any its appointment as an the Agent hereunder by a successor, such successor Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring Agent, and the retiring (or retired) Agent shall be discharged from its duties and obligations as an under the Note Documents. After the Agent’s resignation hereunder, as appropriate, under this Credit Agreement and the other Credit Documents and the provisions of this Section 10.9 12.20, Section 11, Section 12.3, and Section 12.12 shall inure to continue in effect for the benefit of the retiring Agent, its benefit as to sub-agents and their respective Affiliates in respect of any actions taken or omitted to be taken by it any of them while it was an Agent under this Credit Agreement. If no successor Administrative Agent has accepted appointment acting as Administrative Agent within sixty (60) days after the retiring Administrative Agent's giving notice of resignation, the retiring Administrative Agent's resignation shall nevertheless become effective and the Lenders shall perform all duties of the Administrative Agent hereunder until such time, if any, as the Required Lenders appoint a successor Administrative Agent as provided for above. Likewise, if no successor Collateral Agent has accepted appointment as Collateral Agent within sixty (60) days after the retiring Collateral Agent's giving notice of resignation, the retiring Collateral Agent's resignation shall nevertheless become effective and the Lenders shall perform all duties of the Collateral Agent under the Collateral Documents until such time, if any, as the Required Lenders appoint a successor Collateral Agent as provided for above. Subject to the foregoing terms of this Section 10.9, there shall at all times be a Person or Persons serving as Administrative Agent hereunder and, so long as no Default or Event of Default shall have occurred and be continuing, the appointment of any new Administrative Agent shall require the consent of the Borrower (which consent shall not be unreasonably withheld).

Successor Agent. Any The Agent may, may resign at any time, resign upon 20 days time by giving written notice thereof to the LendersLender Parties and the Borrower. Upon any such resignation, the Required Majority Lenders shall have the right to appoint a successor Agent; provided, that if no Default or Event of Default shall have occurred and be continuing, such successor Agent shall be reasonably satisfactory to the Borrower, which shall be (a) a commercial bank organized under the laws of the United States of America or any State thereof and having total assets of at least $1,000,000,000 and a combined capital and surplus of at least $50,000,000 or (b) a Lender as of the Effective Date. If no successor Agent shall have been so appointed by the Required Majority Lenders, and shall have accepted such appointment, within 30 days after the retiring Agent's giving of notice of resignationresignation or the removal of the retiring Agent at the request of all of the Lenders (other than the Agent and its Affiliates), then the Borrower shall have retiring Agent may, on behalf of the right to Lender Parties, appoint a successor Agent provided approved, as long as no Default or Event of Default has occurred and is continuing, by the Borrower, such approval not be unreasonably withheld or delayed, which successor is a Lender hereunder or shall be (a) a commercial bank organized under the laws of the United States of America or of any State thereof and has having total assets of at least $1,000,000,000 and a combined capital and surplus of at least $400,000,00050,000,000 or (b) a Lender as of the Effective Date. Upon the acceptance of any appointment as an Agent hereunder by a successorsuccessor Agent and upon the execution and filing or recording of such financing statements, or amendments thereto, and such other instruments or notices, as may be necessary or desirable, or as the Majority Lenders may request, in order to continue the perfection of the Liens granted or purported to be granted by the Collateral Documents, such successor Agent shall thereupon succeed to and become vested with all the rights, powers, discretions, privileges and duties of the retiring Agent, and the retiring Agent shall be discharged from its duties and obligations as an Agent, as appropriate, under this Credit Agreement and the other Credit Documents and Loan Documents. After any retiring Agent's resignation or removal hereunder as Agent, the provisions of this Section 10.9 Article IX shall inure to its benefit as to any actions taken or omitted to be taken by it while it was an Agent under this Credit Agreement. If no successor Administrative Agent has accepted appointment as Administrative Agent within sixty (60) days after the retiring Administrative Agent's giving notice of resignation, the retiring Administrative Agent's resignation shall nevertheless become effective Agreement and the Lenders shall perform all duties of the Administrative Agent hereunder until such time, if any, as the Required Lenders appoint a successor Administrative Agent as provided for above. Likewise, if no successor Collateral Agent has accepted appointment as Collateral Agent within sixty (60) days after the retiring Collateral Agent's giving notice of resignation, the retiring Collateral Agent's resignation shall nevertheless become effective and the Lenders shall perform all duties of the Collateral Agent under the Collateral Documents until such time, if any, as the Required Lenders appoint a successor Collateral Agent as provided for above. Subject to the foregoing terms of this Section 10.9, there shall at all times be a Person or Persons serving as Administrative Agent hereunder and, so long as no Default or Event of Default shall have occurred and be continuing, the appointment of any new Administrative Agent shall require the consent of the Borrower (which consent shall not be unreasonably withheld)other Loan Documents.

Successor Agent. Any Subject to the appointment of a successor as set forth herein, (i) the Administrative Agent mayor the Collateral Agent may be removed by the Borrower or the Required Lenders (in the case of the Collateral Agent, at any timesubject to the Security Agreement) if the Administrative Agent, the Collateral Agent or a controlling affiliate of the Administrative Agent or the Collateral Agent is a Defaulting Agent and (ii) the Administrative Agent and the Collateral Agent may resign as Administrative Agent or Collateral Agent, respectively, in each case upon 20 days written ten days’ notice to the LendersAdministrative Agent, the Lenders and the Borrower, as applicable. Upon any such resignationIf the Administrative Agent or the Collateral Agent shall be removed by the Borrower or the Required Lenders pursuant to clause (i) above or if the Administrative Agent or the Collateral Agent shall resign as Administrative Agent or Collateral Agent, as applicable, under this Agreement and the other Loan Documents, then the Required Lenders shall have appoint from among the right to appoint Lenders a successor Agentagent for the Lenders, which such successor agent shall be subject to approval by the Borrower; provided that such approval by the Borrower in connection with the appointment of any successor Administrative Agent shall only be required so long as no Event of Default under Section 9.1(a) or (f) has occurred and is continuing; provided further, that the Borrower shall not unreasonably withhold its approval of any successor Administrative Agent if such successor is a commercial bank with a consolidated combined capital and surplus of at least $5.0 billion. If no successor Agent shall have been so appointed by the Required Lenders, Lenders and approved by the Borrower (to the extent required) and shall have accepted such appointment, appointment within 30 45 days after the Administrative Agent or the Collateral Agent, as the case may be, gives notice of resignationits resignation or is notified that it is being removed, then the Borrower shall have Administrative Agent or Collateral Agent, as the right to case may be, may, on behalf of the Lenders appoint a successor Administrative Agent provided or Collateral Agent, as the case may be,, which shall be a bank with an office in New York, New York, or an Affiliate of any such bank. If no successor is a Lender hereunder Administrative Agent or a commercial bank organized under Collateral Agent, as the laws case may be, has been appointed pursuant to the immediately preceding sentence by the 45th day after the date such notice of resignation or removal, as applicable, the Administrative Agent’s or Collateral Agent’s resignation or removal, as applicable, shall become effective and the Required Lenders shall thereafter perform all the duties of the United States of America Administrative Agent or of Collateral Agent hereunder and/or under any State thereof and has other Loan Document until such time, if any, as the Required Lenders appoint a combined capital and surplus of at least $400,000,000successor Administrative Agent or Collateral Agent, as the case may be. Upon the acceptance successful appointment of any appointment as an Agent hereunder by a successorsuccessor agent, such successor Agent agent shall thereupon succeed to and become vested with all the rights, powers, privileges powers and duties of the retiring Administrative Agent or the Collateral Agent, as applicable, and the retiring term “Administrative Agent” or “Collateral Agent”, as applicable, shall mean such successor agent effective upon such appointment and approval, and the former Agent’s rights, powers and duties as Administrative Agent shall be discharged from its duties and obligations as an or Collateral 1004254246v19 Agent, as appropriateapplicable, under 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 Credit Agreement and or any holders of the other Credit Documents and Term Loans. After any retiring Agent’s resignation or removal as Agent, the provisions of this Section 10.9 10 (including Section 10.9) shall inure to its benefit as to any actions taken or omitted to be taken by it while it was an Agent under this Credit Agreement. If no successor Administrative Agent has accepted appointment as Administrative Agent within sixty (60) days after the retiring Administrative Agent's giving notice of resignation, the retiring Administrative Agent's resignation shall nevertheless become effective Agreement and the Lenders shall perform all duties of other Loan Documents. The fees payable by the Administrative Agent hereunder until such time, if any, as the Required Lenders appoint Borrower to a successor Administrative Agent shall be the same as provided for abovethose payable to its predecessor unless otherwise agreed between the Borrower and such successor. Likewise, if no successor Collateral Agent has accepted appointment as Collateral Agent within sixty (60) days after In the retiring Collateral Agent's giving notice of resignation, the retiring Collateral Agent's resignation shall nevertheless become effective and the Lenders shall perform all duties case of the Collateral Agent under Agent, the Collateral Documents until such time, if any, as the Required Lenders appoint a successor Collateral Agent as provided for above. Subject to the foregoing terms provision of this Section 10.9, there 10.9 shall at in all times respects be a Person or Persons serving as Administrative Agent hereunder and, so long as no Default or Event of Default shall have occurred and be continuing, subject to the appointment of any new Administrative Agent shall require the consent provisions of the Borrower (which consent shall not be unreasonably withheld)Security Agreement.

Successor Agent. Any Each Agent may, may resign as such at any time, resign time upon 20 days written at least 10 days’ prior notice to the Lenders, the Issuing Lender and Borrower. Upon any such resignation, the Required Requisite Lenders shall have the right right, in consultation with Borrower, to appoint a successor AgentAdministrative Agent from among the Lenders. If no successor Agent shall have been so appointed by the Required Lenders, Requisite Lenders and shall have accepted such appointment, appointment within 30 10 days after the retiring Administrative Agent gives notice of its resignation, then the Borrower shall have retiring Administrative Agent may, on behalf of the right to Lenders and the Issuing Lender, appoint a successor Agent provided such Administrative Agent, which successor is a Lender hereunder or shall be a commercial bank banking institution organized under the laws of the United States of America (or of any State thereof and has thereof) or a United States branch or agency of a commercial banking institution, in each case, having combined capital and surplus of at least $400,000,000500,000,000; provided that if such retiring Agent is unable to find a commercial banking institution that is willing to accept such appointment and which meets the qualifications set forth above, the retiring Administrative Agent’s resignation shall nevertheless thereupon become effective and the retiring (or retired) Administrative Agent shall be discharged from its duties and obligations under the Loan Documents, and the Lenders shall assume and perform all of the duties of the Administrative Agent under the Loan Documents until such time, if any, as the Requisite Lenders appoint a successor Administrative Agent. Upon the acceptance of any its appointment as an Administrative Agent hereunder by a successor, such successor Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring Administrative Agent, and the retiring (or retired) Administrative Agent shall be discharged from its duties and obligations under the Loan Documents. The fees payable by Borrower to a successor Administrative Agent shall be the same as those payable to its predecessor unless otherwise agreed between Borrower and such successor. After an Administrative Agent’s resignation hereunder, as appropriate, under this Credit Agreement and the other Credit Documents and the provisions of this Section 10.9 Article IX, Sections 10.2, 10.3, 10.11, 10.12, 10.14, 10.16 and 10.17, shall inure to continue in effect for the benefit of such retiring Administrative Agent, its benefit as to sub-agents and their respective Affiliates in respect of any actions taken or omitted to be taken by it any of them while it was an Agent under this Credit Agreement. If no successor Administrative Agent has accepted appointment acting as Administrative Agent within sixty (60) days after the retiring Administrative Agent's giving notice of resignation, the retiring Administrative Agent's resignation shall nevertheless become effective and the Lenders shall perform all duties of the Administrative Agent hereunder until such time, if any, as the Required Lenders appoint a successor Administrative Agent as provided for above. Likewise, if no successor Collateral Agent has accepted appointment as Collateral Agent within sixty (60) days after the retiring Collateral Agent's giving notice of resignation, the retiring Collateral Agent's resignation shall nevertheless become effective and the Lenders shall perform all duties of the Collateral Agent under the Collateral Documents until such time, if any, as the Required Lenders appoint a successor Collateral Agent as provided for above. Subject to the foregoing terms of this Section 10.9, there shall at all times be a Person or Persons serving as Administrative Agent hereunder and, so long as no Default or Event of Default shall have occurred and be continuing, the appointment of any new Administrative Agent shall require the consent of the Borrower (which consent shall not be unreasonably withheld).

Successor Agent. Any Subject to the appointment of a successor as set forth herein, (i) the Administrative Agent mayor the Collateral Agent may be removed by the Borrower or the Required Lenders (in the case of the Collateral Agent, at any timesubject to the Security Agreement) if the Administrative Agent, the Collateral Agent or a controlling affiliate of the Administrative Agent or the Collateral Agent is a Defaulting Agent and (ii) the Administrative Agent and the Collateral Agent may resign as Administrative Agent or Collateral Agent, respectively, in each case upon 20 days written ten days’ notice to the LendersAdministrative Agent, the Lenders and the Borrower, as applicable. Upon any such resignationIf the Administrative Agent or the Collateral Agent shall be removed by the Borrower or the Required Lenders pursuant to clause (i) above or if the Administrative Agent or the Collateral Agent shall resign as Administrative Agent or Collateral Agent, as applicable, under this Agreement and the other Loan Documents, then the Required Lenders shall have appoint from among the right to appoint Lenders a successor Agentagent for the Lenders, which such successor agent shall be subject to approval by the Borrower; provided that such approval by the Borrower in connection with the appointment of any successor Administrative Agent shall only be required so long as no Event of Default under Section 9.1(a) or (f) has occurred and is continuing; provided further, that the Borrower shall not unreasonably withhold its approval of any successor Administrative Agent if such successor is a commercial bank with a consolidated combined capital and surplus of at least $5.0 billion. If no successor Agent shall have been so appointed by the Required Lenders, Lenders and approved by the Borrower (to the extent required) and shall have accepted such appointment, appointment within 30 45 days after the Administrative Agent or the Collateral Agent, as the case may be, gives notice of resignationits resignation or is notified that it is being removed, then the Borrower shall have Administrative Agent or Collateral Agent, as the right to case may be, may, on behalf of the Lenders appoint a successor Administrative Agent provided or Collateral Agent, as the case may be,, which shall be a bank with an office in New York, New York, or an Affiliate of any such bank. If no successor is a Lender hereunder Administrative Agent or a commercial bank organized under Collateral Agent, as the laws case may be, has been appointed pursuant to the immediately preceding sentence by the 45th day after the date such notice of resignation or removal, as applicable, the Administrative Agent’s or Collateral Agent’s resignation or removal, as applicable, shall become effective and the Required Lenders shall thereafter perform all the duties of the United States of America Administrative Agent or of Collateral Agent hereunder and/or under any State thereof and has other Loan Document until such time, if any, as the Required Lenders appoint a combined capital and surplus of at least $400,000,000successor Administrative Agent or Collateral Agent, as the case may be. Upon the acceptance successful appointment of any appointment as an Agent hereunder by a successorsuccessor agent, such successor Agent agent shall thereupon succeed to and become vested with all the rights, powers, privileges powers and duties of the retiring Administrative Agent or the Collateral Agent, as applicable, and the retiring term “Administrative Agent” or “Collateral Agent”, as applicable, shall mean such successor agent effective upon such appointment and approval, and the former Agent’s rights, powers and duties as Administrative Agent shall be discharged from its duties and obligations as an or Collateral Agent, as appropriateapplicable, under 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 Credit Agreement and or any holders of the other Credit Documents and Term Loans. After any retiring Agent’s resignation or removal as Agent, the provisions of this Section 10.9 10 (including Section 10.9) shall 1002368556v5 #88946885v8 inure to its benefit as to any actions taken or omitted to be taken by it while it was an Agent under this Credit Agreement. If no successor Administrative Agent has accepted appointment as Administrative Agent within sixty (60) days after the retiring Administrative Agent's giving notice of resignation, the retiring Administrative Agent's resignation shall nevertheless become effective Agreement and the Lenders shall perform all duties of other Loan Documents. The fees payable by the Administrative Agent hereunder until such time, if any, as the Required Lenders appoint Borrower to a successor Administrative Agent shall be the same as provided for abovethose payable to its predecessor unless otherwise agreed between the Borrower and such successor. Likewise, if no successor Collateral Agent has accepted appointment as Collateral Agent within sixty (60) days after In the retiring Collateral Agent's giving notice of resignation, the retiring Collateral Agent's resignation shall nevertheless become effective and the Lenders shall perform all duties case of the Collateral Agent under Agent, the Collateral Documents until such time, if any, as the Required Lenders appoint a successor Collateral Agent as provided for above. Subject to the foregoing terms provision of this Section 10.9, there 10.9 shall at in all times respects be a Person or Persons serving as Administrative Agent hereunder and, so long as no Default or Event of Default shall have occurred and be continuing, subject to the appointment of any new Administrative Agent shall require the consent provisions of the Borrower (which consent shall not be unreasonably withheld)Security Agreement.

Successor Agent. Any Subject to the appointment of a successor as set forth herein, (i) the Administrative Agent mayor the Collateral Agent may be removed by the Borrower or the Required Lenders (in the case of the Collateral Agent, at any timesubject to the Security Agreement) if the Administrative Agent, the Collateral Agent or a controlling affiliate of the Administrative Agent or the Collateral Agent is a Defaulting Lender and (ii) the Administrative Agent and the Collateral Agent may resign as Administrative Agent or Collateral Agent, respectively, in each case upon 20 days written ten days’ notice to the LendersAdministrative Agent, the Lenders and the Borrower, as applicable. Upon any such resignationIf the Administrative Agent or the Collateral Agent shall be removed by the Borrower or the Required Lenders pursuant to clause (i) above or if the Administrative Agent or the Collateral Agent shall resign as Administrative Agent or Collateral Agent, as applicable, under this Agreement and the other Loan Documents, then the Required Lenders shall have appoint from among the right to appoint Lenders a successor Agentagent for the Lenders, which such successor agent shall be subject to approval by the Borrower; provided that such approval by the Borrower in connection with the appointment of any successor Administrative Agent shall only be required so long as no Event of Default under Section 9.1(a) or (f) has occurred and is continuing; provided further, that the Borrower shall not unreasonably withhold its approval of any successor Administrative Agent if such successor is a commercial bank with a consolidated combined capital and surplus of at least $5.0 billion. If no successor Agent shall have been so appointed by the Required Lenders, Lenders and approved by the Borrower (to the extent required) and shall have accepted such appointment, appointment within 30 45 days after the Administrative Agent or the Collateral Agent, as the case may be, gives notice of resignationits resignation or is notified that it is being removed, then the Borrower shall have the right to appoint a successor Administrative Agent provided such successor is a Lender hereunder or a commercial bank 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 $400,000,000. Upon the acceptance of any appointment as an Agent hereunder by a successor, such successor Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring Agent, and the retiring Agent shall be discharged from its duties and obligations as an Collateral Agent, as appropriatethe case may be, under this Credit Agreement and the other Credit Documents and the provisions of this Section 10.9 shall inure to its benefit as to any actions taken or omitted to be taken by it while it was an Agent under this Credit Agreement. If no successor Administrative Agent has accepted appointment as Administrative Agent within sixty (60) days after the retiring Administrative Agent's giving notice of resignationmay, the retiring Administrative Agent's resignation shall nevertheless become effective and the Lenders shall perform all duties on behalf of the Administrative Agent hereunder until such time, if any, as the Required Lenders appoint a successor Administrative Agent as provided for above. Likewise, if no successor Collateral Agent has accepted appointment as Collateral Agent within sixty (60) days after the retiring or Collateral Agent's giving notice of resignation, the retiring Collateral Agent's resignation shall nevertheless become effective and the Lenders shall perform all duties of the Collateral Agent under the Collateral Documents until such time, if any, as the Required Lenders appoint a successor Collateral Agent as provided for above. Subject to the foregoing terms of this Section 10.9case may be,, there which shall at all times be a Person bank with an office in New York, New York, or Persons serving as Administrative Agent hereunder and, so long as no Default or Event of Default shall have occurred and be continuing, the appointment an Affiliate of any new Administrative Agent shall require the consent of the Borrower (which consent shall not be unreasonably withheld).such bank. If no successor Administrative

Successor Agent. Any Each Agent may, may resign as such at any timetime upon at least 10 days’ prior notice to the Lenders and Borrower. In addition, resign upon 20 days not less than thirty (30) days’ prior written notice to the LendersLenders and Borrower, each Agent may be removed (with or without cause) by the Required Lenders at any time in its sole discretion, but with the prior written consent of Borrower (such consent not to be unreasonably withheld, conditioned or delayed). Upon any such resignationresignation or removal, the Required Lenders shall have the right right, in consultation with Borrower, to appoint a successor AgentAgent from among the Lenders. If no successor Agent shall have been so appointed by the Required Lenders, Lenders and shall have accepted such appointment, appointment within 30 five (5) days after the retiring Agent gives notice of its resignation, then the Borrower shall have retiring Agent may, on behalf of the right to Lenders, appoint a successor Agent provided such Agent, which successor is a Lender hereunder or shall be (i) a commercial bank banking institution organized under the laws of the United States of America (or of any State thereof and has thereof) or a United States branch or agency of a commercial banking institution, in each case, having combined capital and surplus of at least $400,000,000500,000,000, or an Affiliate of such institution, or (ii) another entity satisfactory to the Required Lenders; provided that if such retiring Agent is unable to find a successor Agent that is willing to accept such appointment and which meets the qualifications set forth above, the retiring Agent’s resignation shall nevertheless thereupon become effective and the retiring (or retired) Agent shall be discharged from all of its duties and obligations under the Loan Documents, and the Required Lenders shall assume and perform all of the duties of the Agent under the Loan Documents until such time, if any, as the Required Lenders appoint a successor Agent. Upon the acceptance of any its appointment as an Agent hereunder by a successor, such successor Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring or removed Agent, and the retiring or removed Agent shall be discharged from all of its duties and obligations as an Agent, as appropriate, under this Credit Agreement and the other Credit Documents Loan Documents. The fees payable by Borrower to a successor Agent shall be the same as those payable to its predecessor unless otherwise agreed between Borrower and such successor. After an Agent’s resignation or removal hereunder, the provisions of this Article IX, Section 10.9 10.03 and Sections 10.08 to 10.10 shall inure to continue in effect for the benefit of such retiring or removed Agent, its benefit as to sub-agents and their respective Affiliates in respect of any actions taken or omitted to be taken by it any of them while it was acting as Agent. Notwithstanding any of the foregoing, each of the parties of this Agreement agree that any corporation or association into which an Agent may be converted or merged, or with which it may be consolidated, or to which it may sell or transfer all or substantially all of its corporate trust business and assets as a whole or substantially as a whole, or any corporation or association resulting from any such conversion, sale, merger, consolidation or transfer to which such Agent is a party, will be and become the successor under this Credit Agreement. If no successor Administrative Agent has accepted appointment as Administrative Agent within sixty (60) days after the retiring Administrative Agent's giving notice of resignation, the retiring Administrative Agent's resignation shall nevertheless become effective Agreement and the Lenders shall perform all duties of the Administrative Agent hereunder until such time, if any, as the Required Lenders appoint a successor Administrative Agent as provided for above. Likewise, if no successor Collateral Agent has accepted appointment as Collateral Agent within sixty (60) days after the retiring Collateral Agent's giving notice of resignation, the retiring Collateral Agent's resignation shall nevertheless become effective will have and the Lenders shall perform all duties of the Collateral Agent under the Collateral Documents until such time, if any, as the Required Lenders appoint a successor Collateral Agent as provided for above. Subject succeed to the foregoing terms of this Section 10.9rights, there shall at all times be a Person powers, duties, immunities and privileges as its predecessor, without the execution or Persons serving as Administrative Agent hereunder and, so long as no Default or Event of Default shall have occurred and be continuing, the appointment filing of any new Administrative Agent shall require instrument or paper or the consent performance of the Borrower (which consent shall not be unreasonably withheld)any further act.

Successor Agent. Any The Agent may, at any time, may resign as the Agent upon 20 30 days written notice to the Lenders. Upon any Lenders and the Borrowers, such resignationresignation to be effective, subject to the Required Lenders shall have next succeeding paragraph of this Section 14.9, upon the right to appoint acceptance of a successor agent to its appointment as Agent. If no successor the Agent shall have resigns under this Agreement, the Majority Lenders shall, with the consent of the General Partner if the Term Loan has not been so appointed by accelerated (which consent may be withheld in it’s sole and absolute discretion), appoint from among the Required Lenders, and shall have accepted such appointment, within 30 days after the notice of resignation, then the Borrower shall have the right to appoint Lenders a successor Agent provided such successor is a Lender hereunder or a commercial bank organized under agent for the laws of the United States of America or of any State thereof and has a combined capital and surplus of at least $400,000,000Lenders. Upon the acceptance of any its appointment as an Agent hereunder by a successorsuccessor agent hereunder, such successor Agent agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring Agent and the term “Agent, ” shall mean such successor agent and the retiring Agent’s appointment, powers, and duties as the Agent shall be discharged from its duties and obligations terminated. After any retiring Agent’s resignation hereunder as an Agent, as appropriate, under this Credit Agreement and the other Credit Documents and the provisions of this Section 10.9 14.9 shall inure to its benefit as to any actions taken or omitted to be taken by it while it was an the Agent under this Credit Agreement. If no such successor Administrative Agent has shall have been so appointed by the Majority Lenders and shall have accepted such appointment as Administrative Agent within sixty (60) 30 days after the retiring Administrative Agent's giving Agent gives notice of its resignation, then the retiring Agent may on behalf of the Lenders, appoint a successor Agent meeting the qualifications set forth above provided that if the Agent shall notify Borrower and the Lenders that no qualifying Person has accepted such appointment, then such resignation shall nonetheless become effective in accordance with such notice and (1) the retiring Agent shall be discharged from its duties and obligations hereunder and under the other Loan Documents (except that in the case of any Collateral held by the Agent on behalf of the Lenders under any of the Loan Documents, the retiring Administrative Agent's resignation Agent shall nevertheless become effective and the Lenders shall perform all duties of the Administrative Agent hereunder continue to hold such Collateral as nominee until such timetime as a successor Agent is appointed) and (2) all payments, if anycommunications and determinations provided to be made by, to or through an Agent shall instead be made by or to each Lender directly, until such time as the Required Majority Lenders appoint a successor Administrative Agent as provided for aboveabove in this Section 14.9. Likewise, if no successor Collateral Agent has accepted appointment as Collateral Agent within sixty (60) days after After the retiring Collateral Agent's giving notice of resignation’s resignation hereunder and under the other Loan Documents, the retiring Collateral Agent's resignation shall nevertheless become effective and the Lenders shall perform all duties of the Collateral Agent under the Collateral Documents until such time, if any, as the Required Lenders appoint a successor Collateral Agent as provided for above. Subject to the foregoing terms provisions of this Article 14 and Section 10.9, there 15.10 shall at all times be a Person or Persons serving as Administrative continue in effect for the benefit of such retiring Agent hereunder and, so long as no Default or Event of Default shall have occurred and be continuing, the appointment its sub-agents in respect of any new Administrative actions taken or omitted to be taken by any of them while the retiring Agent shall require the consent of the Borrower (which consent shall not be unreasonably withheld)was acting as Agent.

Successor Agent. Any Each Agent may, may resign as such at any time, resign time upon 20 days written at least 10 days’ prior notice to the Lenders, the Issuing Bank and Borrower. Upon any such resignation, the Required Lenders shall have the right right, in consultation with Borrower, to appoint a successor AgentAgent from among the Lenders. If no successor Agent shall have been so appointed by the Required Lenders, Lenders and shall have accepted such appointment, appointment within 30 10 days after the retiring Agent gives notice of its resignation, then the Borrower shall have retiring Agent may, on behalf of the right to Lenders and the Issuing Bank, appoint a successor Agent provided such Agent, which successor is a Lender hereunder or shall be a commercial bank banking institution organized under the laws of the United States of America (or of any State thereof and has thereof) or a United States branch or agency of a commercial banking institution, in each case, having combined capital and surplus of at least $400,000,000500,000,000; provided that if such retiring Agent is unable to find a commercial banking institution that is willing to accept such appointment and which meets the qualifications set forth above, the retiring Agent’s resignation shall nevertheless thereupon become effective and the retiring (or retired) Agent shall be discharged from its duties and obligations under the Loan Documents, and the Lenders shall assume and perform all of the duties of the Agent under the Loan Documents until such time, if any, as the Required Lenders appoint a successor Agent. Upon the acceptance of any its appointment as an Agent hereunder by a successor, such successor Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring Agent, and the retiring (or retired) Agent shall be discharged from its duties and obligations under the Loan Documents. The fees payable by Borrower to a successor Agent shall be the same as those payable to its predecessor unless otherwise agreed between Borrower and such successor. After an Agent’s resignation hereunder, as appropriate, under this Credit Agreement and the other Credit Documents and the provisions of this Article IX, Section 10.9 10.03 and Sections 10.08 to 10.10 shall inure to continue in effect for the benefit of such retiring Agent, its benefit as to sub-agents and their respective Affiliates in respect of any actions taken or omitted to be taken by it any of them while it was an Agent under this Credit Agreement. If no successor Administrative Agent has accepted appointment acting as Administrative Agent within sixty (60) days after the retiring Administrative Agent's giving notice of resignation, the retiring Administrative Agent's resignation shall nevertheless become effective and the Lenders shall perform all duties of the Administrative Agent hereunder until such time, if any, as the Required Lenders appoint a successor Administrative Agent as provided for above. Likewise, if no successor Collateral Agent has accepted appointment as Collateral Agent within sixty (60) days after the retiring Collateral Agent's giving notice of resignation, the retiring Collateral Agent's resignation shall nevertheless become effective and the Lenders shall perform all duties of the Collateral Agent under the Collateral Documents until such time, if any, as the Required Lenders appoint a successor Collateral Agent as provided for above. Subject to the foregoing terms of this Section 10.9, there shall at all times be a Person or Persons serving as Administrative Agent hereunder and, so long as no Default or Event of Default shall have occurred and be continuing, the appointment of any new Administrative Agent shall require the consent of the Borrower (which consent shall not be unreasonably withheld).

Successor Agent. Any Agent may, If at any timetime the Agent deems it advisable, resign upon 20 days in its sole discretion, it may submit to each of the Lenders a written notice of its resignation as Agent under the Loan Documents, such resignation to be effective upon the Lendersearlier of (i) the written acceptance of the duties of the Agent under the Loan Documents by a successor Agent and (ii) on the 30th day after the date of such notice. Upon any such resignation, the Required Lenders shall have the right to appoint from among the Lenders a successor Agent. If no successor Agent shall have been so appointed by the Required Lenders, Lenders and shall have accepted such appointment, appointment in writing within 30 days after the retiring Agent's giving of notice of resignation, then the Borrower shall have retiring Agent may, on behalf of the right to Lenders, appoint a successor Agent, which successor Agent provided such successor is a Lender hereunder or shall be a commercial bank organized under the laws of the United States of America or of any State thereof and has having a combined capital capital, surplus, and surplus undivided profits of at least $400,000,000100,000,000. Upon the acceptance of any appointment as an Agent hereunder by a successorsuccessor Agent, such successor Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring Agent, and the retiring Agent's rights, powers, privileges and duties as Agent under the Loan Documents shall be discharged from its duties and obligations as an Agentterminated. The Borrower, as appropriate, under this Credit Agreement and the other Credit Documents Parties and the Lenders shall execute such documents as shall be necessary to effect such appointment. After any retiring Agent's resignation as Agent, the provisions of this Section 10.9 the Loan Documents shall inure to its benefit as to any actions taken or omitted to be taken by it it, and any amounts owing to it, while it was an Agent under this Credit Agreementthe Loan Documents. If no successor Administrative Agent has accepted appointment as Administrative Agent within sixty (60) days after the retiring Administrative at any time there shall not be a duly appointed and acting Agent's giving notice of resignation, the retiring Administrative Agent's resignation shall nevertheless become effective Borrower agrees to make each payment due under the Loan Documents directly and the Lenders shall perform all duties of the Administrative Agent hereunder until entitled thereto during such time, if any, as the Required Lenders appoint a successor Administrative Agent as provided for above. Likewise, if no successor Collateral Agent has accepted appointment as Collateral Agent within sixty (60) days after the retiring Collateral Agent's giving notice of resignation, the retiring Collateral Agent's resignation shall nevertheless become effective and the Lenders shall perform all duties of the Collateral Agent under the Collateral Documents until such time, if any, as the Required Lenders appoint a successor Collateral Agent as provided for above. Subject to the foregoing terms of this Section 10.9, there shall at all times be a Person or Persons serving as Administrative Agent hereunder and, so long as no Default or Event of Default shall have occurred and be continuing, the appointment of any new Administrative Agent shall require the consent of the Borrower (which consent shall not be unreasonably withheld).

Successor Agent. Any Each Agent maymay resign as in its capacity as such upon 10 days’ notice to the Lenders and the Lead Borrower, at and the Required Lenders may remove the Administrative Agent for any time, resign reason upon 20 days days’ prior written notice to the Lenders. Upon any such resignation, the Required Lenders shall have the right to appoint a successor Administrative Agent. If no successor any Agent shall have been so appointed resign under this Agreement and the other Loan Documents or is removed by the Required Lenders, and shall have accepted such appointment, within 30 days after the notice of resignation, then the Borrower Required Lenders shall have the right to appoint a successor Agent provided agent for the Lenders, which successor agent shall (unless an Event of Default under Section 7.01(b), (c), (h) or (i) shall have occurred and be continuing) be subject to approval by the Lead Borrower (which approval shall not be unreasonably withheld or delayed), whereupon such successor agent shall succeed to the rights, powers and duties of such Agent, and the term “Administrative Agent” or “Collateral Agent”, as applicable, shall mean such successor agent effective upon such appointment and approval, and the former Agent’s rights, powers and duties as such Agent shall be terminated, without any other or further act or deed on the part of such former Agent or any of the parties to this Agreement or any holders of the Loans. Prior to any Administrative Agent’s resignation or removal hereunder as Administrative Agent, the retiring or removed Administrative Agent shall, in the event that a successor Administrative Agent is a Lender hereunder being appointed at the time of such resignation or a commercial bank organized removal, take such action as may be reasonably necessary to assign to the successor Administrative Agent its rights as Administrative Agent under the laws Loan Documents. A retiring or removed Administrative Agent shall, in the event that a successor Administrative Agent is not appointed at the time of such resignation or removal, take all actions reasonably requested by the Lead Borrower or the Required Lenders (for a reasonable period of time, not to exceed 60 days) (including providing the Lead Borrower and the Required Lenders with a copy of the United States Registrar and other documents and information in the possession of America the resigning or removed Administrative Agent that is reasonably requested by the Required Lenders or the Lead Borrower) in connection with (x) in the case of any State thereof the Required Lenders, the Required Lenders’ performance of the duties and obligations of the Administrative Agent under the Loan Documents and (y) in the case of the Borrowers, the Borrowers’ obligation to make payments directly to the Lenders and provide notices and information directly to the Lenders. If no successor agent has a combined capital and surplus of at least $400,000,000. Upon the acceptance of any accepted appointment as an Administrative Agent hereunder by the date that is 10 days following a successorretiring Administrative Agent’s notice of resignation or 20 days’ following a notice of removal, such successor Agent the retiring or removed Administrative Agent’s resignation or removal shall nevertheless thereupon become effective, and the Required Lenders shall succeed to and become vested with all the rights, powers, privileges and duties of the retiring or removed Administrative Agent (other than as provided in Section 2.15 and other than any rights to indemnity payments or other amounts owed to the retiring or removed Administrative Agent as of the effectiveness of such resignation or retirement); provided that (A), solely for purposes of maintaining any security interest granted to the Administrative Agent under any Security Document for the benefit of the Secured Parties, the retiring Administrative Agent shall continue to be vested with such security interest as Collateral Agent for the benefit of the Secured Parties, and continue to be entitled to the rights set forth in such Security Document and Loan Document, and, in the case of any Collateral in the possession of the Administrative Agent, shall continue to hold such Collateral, in each case solely until such time as a successor Administrative Agent is appointed and accepts such appointment in accordance with this Section (it being understood and agreed that the retiring Administrative Agent shall have no duty or obligation to take any further action under any Security Document), (B) 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 discharged from its duties made directly to such Person and obligations (C) 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. After any retiring or removed Administrative Agent’s resignation or removal, as an applicable, as Administrative Agent, as appropriate, under this Credit Agreement and the other Credit Documents and the provisions of this Section 10.9 8.09 shall inure to its benefit as to any actions taken or omitted to be taken by it while it was an Administrative Agent under this Credit AgreementAgreement and the other Loan Documents. If no successor Any resignation or removal of Citi as Administrative Agent has accepted hereunder shall, unless Citi gives notice to the Lead Borrower otherwise, also constitute its resignation as Issuing Bank and the Swingline Lender effective as of the date of effectiveness of its resignation or removal as Administrative Agent as provided above; it being understood that in the event of any such resignation, any Letter of Credit then outstanding shall remain outstanding (irrespective of whether any amounts have been drawn at such time). Upon the acceptance of a successor’s appointment as Administrative Agent within sixty (60) days after hereunder, such successor shall, unless the retiring Administrative Agent's giving notice Lead Borrower otherwise appoints any Lender that is willing to accept such appointment as successor Issuing Bank or Swingline Lender hereunder, succeed as Issuing Bank or Swingline Lender. Upon the acceptance of resignationany appointment as Issuing Bank or Swingline Lender hereunder by a successor Issuing Bank or Swingline Lender, as applicable, such successor Issuing Bank or Swingline Lender, as applicable, shall thereupon succeed to and become vested with all the retiring Administrative Agent's resignation shall nevertheless become effective rights, powers, privileges and the Lenders shall perform all duties of the Administrative Agent hereunder until such time, if anyresigning Issuing Bank or Swingline Lender, as applicable, and the Required Lenders appoint a successor Administrative Agent resigning Issuing Bank and Swingline Lender, as provided for aboveapplicable, shall be discharged from its duties and obligations in such capacity hereunder. Likewise, if no successor Collateral Agent has accepted appointment as Collateral Agent within sixty (60) days after In the retiring Collateral Agent's giving notice of resignationevent the Swingline Lender resigns, the retiring Collateral Agent's Borrowers shall promptly repay all outstanding Swingline Loans on the effective date of such resignation shall nevertheless become effective and the Lenders shall perform all duties of the Collateral Agent under the Collateral Documents until such time, if any, as the Required Lenders appoint a successor Collateral Agent as provided for above. Subject to the foregoing terms of this Section 10.9, there shall at all times be a Person or Persons serving as Administrative Agent hereunder and, so long as no Default or Event of Default shall have occurred and be continuing, the appointment of any new Administrative Agent shall require the consent of the Borrower (which consent shall not repayment may be unreasonably withheldeffectuated with the proceeds of a Borrowing).

Successor Agent. Any An Agent may, may give notice of its intent to resign at any time, resign upon 20 days written time by giving notice thereof to the Lenders, the Borrower, the Collateral Manager and DBRS. Upon receipt of any such resignationnotice, the Required Majority Lenders shall have the right to appoint a successor AgentAgent with the consent of the Borrower (which consent shall not be unreasonably withheld or delayed). If no successor Agent shall have been so appointed by the Required Majority Lenders, shall have been approved by the Borrower, and shall have accepted such appointment, within 30 days after the notice of resignationresignation or removal thereof, then the Borrower shall have the right retiring Agent may (i) petition a court of competent jurisdiction to appoint a successor Agent provided or (ii) appoint a successor Agent, in each case, which such successor is a Lender hereunder or Agent shall be a commercial bank organized or licensed under the laws of the United States of America or of any State thereof and has having a combined capital and surplus of at least $400,000,00050,000,000. Upon the acceptance of any its appointment as an such Agent hereunder by a successorsuccessor Agent, such successor Agent shall thereupon succeed to and become vested with all the rights, powers, privileges rights and duties of the retiring Agent, and the retiring Agent shall be discharged from its duties and obligations hereunder, and the successor Agent shall provide written notice of such appointment to the Lenders, the Collateral Manager and DBRS. 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 an 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 that (i) a Lender hereunder agrees to serve as Agent and (ii) the Borrower has consented to such Lender serving as Agent (which consent shall not be unreasonably withheld or delayed) until a successor Agent shall be appointed pursuant to the terms of this Section 7.8. After any retiring Agent's resignation hereunder as Agent, as appropriate, under this Credit Agreement and the other Credit Documents and the provisions of this Section 10.9 Article VII shall inure to its benefit as to any actions taken or omitted to be taken by it while it was an Agent. With respect to any Person (i) into which an Agent under this Credit Agreement. If no successor Administrative may be merged or consolidated, (ii) that may result from any merger or consolidation to which an Agent has accepted appointment as Administrative Agent within sixty shall be a party, or (60iii) days after with respect to the retiring Administrative Agent's giving notice of resignation, the retiring Administrative Agent's resignation shall nevertheless become effective and the Lenders shall perform all duties of the Administrative Agent hereunder until such time, if any, as the Required Lenders appoint a successor Administrative Agent as provided for above. Likewise, if no successor Collateral Agent has accepted appointment as Collateral Agent within sixty (60) days after that may succeed to the retiring Collateral Agent's giving notice of resignation, the retiring Collateral Agent's resignation shall nevertheless become effective corporate trust business and the Lenders shall perform all duties assets of the Collateral Agent substantially as a whole, shall be the successor to such Agent under the Collateral Documents until such time, if any, as the Required Lenders appoint a successor Collateral Agent as provided for above. Subject to the foregoing terms of this Section 10.9, there shall at all times be a Person or Persons serving as Administrative Agent hereunder and, so long as no Default or Event of Default shall have occurred and be continuing, the appointment Agreement without further act of any new Administrative Agent shall require the consent of the Borrower (which consent shall not be unreasonably withheld)parties to this Agreement.

Successor Agent. Any Agent may, (a) may resign at any timetime as Agent under the Credit Documents by giving 30 days' prior written notice thereof to the Banks and Borrower, resign and (b) may be removed as Agent under the Credit Documents at any time with or without cause upon 20 days written notice to Agent and Borrower signed by the LendersMajority Banks. Upon any such resignationresignation or removal, the Required Lenders Majority Banks shall have the right to appoint a successor AgentAgent thereunder (with, unless an Event of Default has occurred and is continuing, Borrower's prior written consent, not to be unreasonably withheld). If no successor Agent shall have been so appointed by the Required LendersMajority Banks, and shall have accepted such appointment, within 30 days after the retiring Agent's giving of notice of resignationresignation or the Majority Banks' removal of the retiring Agent, then the Borrower shall have retiring Agent may, on behalf of the right to Banks, appoint a successor Agent provided such successor (with, unless an Event of Default has occurred and is a Lender hereunder or continuing, Borrower's prior written consent, not to be unreasonably withheld), which shall be a commercial bank organized under the laws of the United States of America or of any State a state thereof and has having a combined capital and surplus of at least Two Hundred Million Dollars ($400,000,000200,000,000). Unless and until a successor Agent shall have been appointed as above provided, the retiring Agent shall serve as a caretaker Agent unless dismissed by the Majority Banks. Upon the acceptance of any appointment as an Agent hereunder under the Credit Documents by a successorsuccessor Agent, such successor Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring Agent, and the retiring Agent shall be discharged from its all duties and obligations of Agent arising thereafter under the Credit Documents. After any retiring Agent's resignation or removal as an AgentAgent under the Credit Documents, as appropriate, under this Credit Agreement and the other Credit Documents and the provisions of this Section 10.9 Article VII shall inure to its benefit as to any actions taken or omitted to be taken by it while it was an Agent under this Credit Agreement. If no successor Administrative Agent has accepted appointment as Administrative Agent within sixty (60) days after the retiring Administrative Agent's giving notice of resignation, the retiring Administrative Agent's resignation shall nevertheless become effective and the Lenders shall perform all duties of the Administrative Agent hereunder until such time, if any, as the Required Lenders appoint a successor Administrative Agent as provided for above. Likewise, if no successor Collateral Agent has accepted appointment as Collateral Agent within sixty (60) days after the retiring Collateral Agent's giving notice of resignation, the retiring Collateral Agent's resignation shall nevertheless become effective and the Lenders shall perform all duties of the Collateral Agent under the Collateral Documents until such time, if any, as the Required Lenders appoint a successor Collateral Agent as provided for above. Subject to the foregoing terms of this Section 10.9, there shall at all times be a Person or Persons serving as Administrative Agent hereunder and, so long as no Default or Event of Default shall have occurred and be continuing, the appointment of any new Administrative Agent shall require the consent of the Borrower (which consent shall not be unreasonably withheld)Credit Documents.

Successor Agent. Any The Agent may, may resign at any time, resign upon 20 days time as Agent under the Loan Documents by giving written notice thereof to the LendersLenders and the Borrower. The Agent may be removed as Agent under the Loan Documents by the Requisite Lenders (other than the Lender then acting as Agent) as a result of (i) its gross negligence or willful misconduct or (ii) it being a Defaulting Lender or meeting the criteria of a Defaulting Lender. Upon any such resignationresignation or removal, the Required Requisite Lenders (other than the Lender then acting as Agent, in the case of the removal of the Agent under the immediately preceding sentence) shall have the right to 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 $5,000,000,000, which appointment shall, provided no Default or Event of Default shall have occurred and be continuing, be subject to the Borrower’s approval, which approval shall not be unreasonably withheld or delayed (except that the Borrower shall, in all events, be deemed to have approved each Lender (and its affiliates) holding at least ten percent (10%) of the aggregate outstanding principal amount of the Loans (calculated at the time Agent gives notice of its resignation) as a successor Agent). If no successor Agent shall have been so appointed by in accordance with the Required Lendersimmediately preceding sentence, and shall have accepted such appointment, within 30 thirty (30) days after the resigning Agent’s giving of notice of resignationresignation or the Lenders’ removal of the resigning Agent, then the Borrower shall have resigning or removed Agent may, on behalf of the right to Lenders, appoint a successor Agent provided such successor is Agent, which shall be a Lender, if any Lender hereunder or shall be willing to serve, and otherwise shall be a commercial bank organized under the laws of the United States of America or of any State thereof and has a having total combined capital and surplus assets of at least $400,000,0005,000,000,000. Upon the acceptance of any appointment as an Agent hereunder by a successorsuccessor Agent, such successor Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring Agent, and the retiring Agent shall be discharged from its duties and obligations under the Loan Documents as an Agent. After any Agent’s resignation or removal hereunder as Agent, as appropriate, under this Credit Agreement and the other Credit Documents and the provisions of this Section 10.9 Article XI shall continue to inure to its benefit as to any actions taken or omitted to be taken by it while it was an Agent under this Credit Agreement. If no successor Administrative Agent has accepted appointment as Administrative Agent within sixty (60) days after the retiring Administrative Agent's giving notice of resignation, the retiring Administrative Agent's resignation shall nevertheless become effective and the Lenders shall perform all duties of the Administrative Agent hereunder until such time, if any, as the Required Lenders appoint a successor Administrative Agent as provided for above. Likewise, if no successor Collateral Agent has accepted appointment as Collateral Agent within sixty (60) days after the retiring Collateral Agent's giving notice of resignation, the retiring Collateral Agent's resignation shall nevertheless become effective and the Lenders shall perform all duties of the Collateral Agent under the Collateral Documents until such time, if any, as the Required Lenders appoint a successor Collateral Agent as provided for aboveLoan Documents. Subject to the foregoing terms of this Section 10.9, there shall at all times be a Person or Persons serving as Administrative Agent hereunder and, so long as no Default or Event of Default shall have occurred and be continuing, the appointment of any new Administrative Agent shall require the consent of the Borrower (which consent shall not be unreasonably withheld).11.9

Successor Agent. Any Agent may, may at any timetime give notice of its resignation to Lenders and Borrower, resign upon 20 days which resignation shall not be effective until the time at which the majority of the Lenders have delivered to Agent their written notice consent to the Lenderssuch resignation. Upon receipt of any such notice of resignation, the Required Lenders shall have the right right, in consultation with Borrower, to appoint a successor Agentsuccessor. If no such successor Agent shall have been so appointed by the Required Lenders, Lenders and shall have accepted such appointment, appointment within 30 days after the notice retiring Agent has received the written consent of the majority of the Lenders to such resignation, then the Borrower shall have the right to retiring Agent may on behalf of Lenders, appoint a successor Agent meeting the qualifications set forth above; provided that in no event shall any such successor is Agent be a Defaulting Lender and provided further that if the retiring Agent shall notify Borrower and Lenders that no qualifying Person has accepted such appointment, then such resignation shall nonetheless become effective in accordance with such notice and (1) the retiring Agent shall be discharged from its duties and obligations hereunder or a commercial bank organized and under the laws other Loan Documents (except that in the case of any collateral security held by Agent on behalf of the United States Lenders under any of America 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 of any State thereof and has through Agent shall instead be made by or to each Lender directly, until such time as the Lenders appoint a combined capital and surplus of at least $400,000,000successor Agent as provided for above in this Section 9.9. Upon the acceptance of any a successor’s appointment as an Agent hereunder by a successorhereunder, such successor Agent shall thereupon 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 duties and obligations as an Agent, as appropriate, hereunder or under this Credit Agreement and the other Credit 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 hereunder and under the other Loan Documents, the provisions of this Section 10.9 9 shall inure to continue in effect for the benefit of such retiring Agent, its benefit as to 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 was an Agent under this Credit Agreement. If no successor Administrative Agent has accepted appointment as Administrative Agent within sixty (60) days after the retiring Administrative Agent was acting as Agent's giving notice of resignation, the retiring Administrative Agent's resignation shall nevertheless become effective and the Lenders shall perform all duties of the Administrative Agent hereunder until such time, if any, as the Required Lenders appoint a successor Administrative Agent as provided for above. Likewise, if no successor Collateral Agent has accepted appointment as Collateral Agent within sixty (60) days after the retiring Collateral Agent's giving notice of resignation, the retiring Collateral Agent's resignation shall nevertheless become effective and the Lenders shall perform all duties of the Collateral Agent under the Collateral Documents until such time, if any, as the Required Lenders appoint a successor Collateral Agent as provided for above. Subject to the foregoing terms of this Section 10.9, there shall at all times be a Person or Persons serving as Administrative Agent hereunder and, so long as no Default or Event of Default shall have occurred and be continuing, the appointment of any new Administrative Agent shall require the consent of the Borrower (which consent shall not be unreasonably withheld).

Successor Agent. The Agent may resign at any time as Agent under the Loan Documents by giving written notice thereof to the Lenders and the Borrower. The Agent may be removed as Agent under the Loan Documents as a result of its gross negligence or willful misconduct by the Requisite Lenders (other than the Lender then acting as the Agent). Any Agent such removal or resignation shall also constitute Agent’s resignation as Swingline Lender and may, at any timesuch Agent’s option, resign upon 20 days written notice to the Lendersalso constitute its resignation as Issuing Lender. Upon any such resignationresignation or removal, the Required Requisite Lenders (other than the Lender then acting as Agent, in the case of the removal of the Agent under the immediately preceding sentence) shall have the right to appoint a successor AgentAgent and Swingline Lender, which shall be a Lender, if any Lender shall be willing to serve, and otherwise shall be a commercial bank having total combined assets of at least $5,000,000,000, which appointment shall, provided no Default or Event of Default shall have occurred and be continuing, be subject to the Borrower’s approval, which approval shall not be unreasonably withheld or delayed (except that the Borrower shall, in all events, be deemed to have approved each Lender (and 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). If no successor Agent shall have been so appointed by in accordance with the Required Lendersimmediately preceding sentence, and shall have accepted such appointment, within 30 thirty (30) days after the resigning Agent’s giving of notice of resignationresignation or the Lenders’ removal of the resigning Agent, then the Borrower shall have resigning or removed Agent may, on behalf of the right to Lenders, appoint a successor Agent provided such successor is Agent, which shall be a Lender, if any Lender hereunder or shall be willing to serve, and otherwise shall be a commercial bank organized under the laws of the United States of America or of any State thereof and has a having total combined capital and surplus assets of at least $400,000,0005,000,000,000. Upon the acceptance of any appointment as an Agent or Swingline Lender hereunder by a successorsuccessor Agent, such successor Agent and Swingline Lender shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring Agent, and the retiring Agent shall be discharged from its duties and obligations under the Loan Documents as an Agent and Swingline Lender. After any Agent’s resignation or removal hereunder as Agent, as appropriate, under this Credit Agreement and the other Credit Documents and the provisions of this Section 10.9 Article XI and all provisions of this Agreement relating to Swingline Loans shall continue to inure to its benefit as to any actions taken or omitted to be taken by it while it was an Agent under this Credit Agreement. If no successor Administrative Agent has accepted appointment as Administrative Agent within sixty (60) days after the retiring Administrative Agent's giving notice of resignation, the retiring Administrative Agent's resignation shall nevertheless become effective and the Lenders shall perform all duties of the Administrative Agent hereunder until such time, if any, as the Required Lenders appoint a successor Administrative Agent as provided for above. Likewise, if no successor Collateral Agent has accepted appointment as Collateral Agent within sixty (60) days after the retiring Collateral Agent's giving notice of resignation, the retiring Collateral Agent's resignation shall nevertheless become effective and the Lenders shall perform all duties of the Collateral Agent or Swingline Lender under the Collateral Documents until such time, if any, as the Required Lenders appoint a successor Collateral Agent as provided for above. Subject to the foregoing terms of this Section 10.9, there shall at all times be a Person or Persons serving as Administrative Agent hereunder and, so long as no Default or Event of Default shall have occurred and be continuing, the appointment of any new Administrative Agent shall require the consent of the Borrower (which consent shall not be unreasonably withheld)Loan Documents.

Successor Agent. Any Subject to the appointment and acceptance of a Successor Agent as provided in this Section, the Agent may resign at any time by giving thirty (30) days’ written notice thereof to the Lenders and the Borrower and may be removed at any time by all Lenders other than the Lender that is acting as Agent, upon thirty (30) days’ written notice of termination. Upon receipt of notice by the Lenders of the resignation of the Agent, or upon giving notice of termination to the Agent, the Majority Lenders (taking into account the Proportionate Share of the resigning or terminated Agent) may, within twenty-one (21) days and with the approval of the Borrower, such approval not to be unreasonably withheld or delayed, appoint a successor from among the Lenders or, if no Lender is willing to accept such an appointment, from among other financial institutions which each have combined capital and reserves in excess of Two Hundred and Fifty Million Canadian Dollars (Cdn.$250,000,000), and which have offices in Calgary (the “Successor Agent”). If no Successor Agent has been so appointed and has accepted such appointment within twenty-one (21) days after the retiring Agent’s giving of notice of resignation or receiving of notice of termination, then the retiring Agent may, at any time, resign upon 20 days written notice to on behalf of the Lenders. Upon any such resignation, the Required Lenders shall have the right to appoint a successor Agent. If no successor Successor Agent shall have been so appointed by the Required Lenders, and shall have accepted such appointment, within 30 days after the notice of resignation, then the Borrower shall have the right to appoint a successor Agent provided such successor is a Lender hereunder or a commercial bank 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 $400,000,000in accordance herewith. Upon the acceptance of any appointment as an Agent hereunder by a successorSuccessor Agent, such successor the retiring Agent shall thereupon pay the Successor Agent any unearned portion of any fee paid to the Agent for acting as such, and the Successor Agent shall succeed to and become vested with all the rights, powers, privileges and duties of the retiring Agent, and the retiring Agent shall be discharged from its further duties and obligations as an Agent, as appropriate, Agent under this Credit Agreement and the other Credit Documents and Documents. After any retiring Agent’s resignation hereunder as Agent, the provisions of this Section 10.9 Article shall inure continue to enure to its benefit and be binding upon it as to any actions taken or omitted to be taken by it while it was an Agent under this Credit Agreement. If no successor Administrative Agent has accepted appointment as Administrative Agent within sixty (60) days after the retiring Administrative Agent's giving notice of resignation, the retiring Administrative Agent's resignation shall nevertheless become effective and the Lenders shall perform all duties of the Administrative Agent hereunder until such time, if any, as the Required Lenders appoint a successor Administrative Agent as provided for above. Likewise, if no successor Collateral Agent has accepted appointment as Collateral Agent within sixty (60) days after the retiring Collateral Agent's giving notice of resignation, the retiring Collateral Agent's resignation shall nevertheless become effective and the Lenders shall perform all duties of the Collateral Agent under the Collateral Documents until such time, if any, as the Required Lenders appoint a successor Collateral Agent as provided for above. Subject to the foregoing terms of this Section 10.9, there shall at all times be a Person or Persons serving as Administrative Agent hereunder and, so long as no Default or Event of Default shall have occurred and be continuing, the appointment of any new Administrative Agent shall require the consent of the Borrower (which consent shall not be unreasonably withheld)hereunder.

Successor Agent. Any Each Agent may, may resign as such at any time, resign time upon 20 days written at least 30 days' prior notice to the Lenders, the Issuing Bank and U.S. Borrower. Upon any such resignation, the Required Lenders shall have the right right, with, if no Default shall have occurred and be continuing, the consent of Borrower (such consent not to be unreasonably withheld), to appoint a successor AgentAgent from among the Lenders. If no successor Agent shall have been so appointed by the Required Lenders, Lenders and shall have accepted such appointment, appointment within 30 days after the retiring Agent gives notice of its resignation, then the Borrower shall have retiring Agent may, on behalf of the right to Lenders and the Issuing Bank, appoint a successor Agent provided such Agent, which successor is a Lender hereunder or shall be a commercial bank banking institution organized under the laws of the United States of America (or of any State thereof and has thereof) or a United States branch or agency of a commercial banking institution, in each case, having combined capital and surplus of at least $400,000,000250 million; PROVIDED that if such retiring Agent is unable to find a commercial banking institution which is willing to accept such appointment and which meets the qualifications set forth above, the retiring Agent's resignation shall nevertheless thereupon become effective, and the Lenders shall assume and perform all of the duties of the Agent hereunder until such time, if any, as the Required Lenders appoint a successor Agent. Upon the acceptance of any its appointment as an Agent hereunder by a successor, such successor Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring Agent, and the retiring Agent shall be discharged from its duties and obligations hereunder. The fees payable by U.S. Borrower to a successor Agent shall be the same as those payable to its predecessor unless otherwise agreed between U.S. Borrower and such successor. After an Agent's resignation hereunder, as appropriate, under this Credit Agreement and the other Credit Documents and the provisions of this Section 10.9 ARTICLE X and SECTION 11.03 shall inure to continue in effect for the benefit of such retiring Agent, its benefit as to sub-agents and their respective Affiliates in respect of any actions taken or omitted to be taken by it any of them while it was an Agent under this Credit Agreement. If no successor Administrative Agent has accepted appointment acting as Administrative Agent within sixty (60) days after the retiring Administrative Agent's giving notice of resignation, the retiring Administrative Agent's resignation shall nevertheless become effective and the Lenders shall perform all duties of the Administrative Agent hereunder until such time, if any, as the Required Lenders appoint a successor Administrative Agent as provided for above. Likewise, if no successor Collateral Agent has accepted appointment as Collateral Agent within sixty (60) days after the retiring Collateral Agent's giving notice of resignation, the retiring Collateral Agent's resignation shall nevertheless become effective and the Lenders shall perform all duties of the Collateral Agent under the Collateral Documents until such time, if any, as the Required Lenders appoint a successor Collateral Agent as provided for above. Subject to the foregoing terms of this Section 10.9, there shall at all times be a Person or Persons serving as Administrative Agent hereunder and, so long as no Default or Event of Default shall have occurred and be continuing, the appointment of any new Administrative Agent shall require the consent of the Borrower (which consent shall not be unreasonably withheld).

Successor Agent. Any Each Agent may, may resign as such at any time, resign time upon 20 days written at least 30 days’ prior notice to the LendersLenders and the Borrower. Upon any such resignation, the Required Lenders shall have the right to appoint a successor AgentAgent from among the Lenders, which successor Agent shall be reasonably satisfactory to the Borrower (unless an Event of Default under Section 8.01(a) or (f) shall have occurred and be continuing). If no successor Agent shall have been so appointed by the Required Lenders, Lenders and shall have accepted such appointment, appointment within 30 days after the retiring Agent gives notice of its resignation, then the Borrower shall have retiring Agent may, on behalf of the right to Lenders, appoint a successor Agent provided such Agent, which successor is a Lender hereunder or shall be a commercial bank banking institution organized under the laws of the United States of America (or of any State thereof and has thereof) or a United States branch or agency of a commercial banking institution, in each case, having combined capital and surplus of at least $400,000,000500,000,000; provided that if such retiring Agent is unable to find a commercial banking institution that is willing to accept such appointment and which meets the qualifications set forth above, the retiring Agent’s resignation shall nevertheless thereupon become effective and the retiring (or retired) Agent shall be discharged from its duties and obligations under the Loan Documents, and the Lenders shall assume and perform all of the duties of the Agent under the Loan Documents until such time, if any, as the Required Lenders appoint a successor Agent. Upon the acceptance of any its appointment as an Agent hereunder by a successor, such successor Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring Agent, and the retiring (or retired) Agent shall be discharged from its duties and obligations under the Loan Documents. The fees payable by the Borrower to a successor Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Borrower and such successor. After an Agent’s resignation hereunder, as appropriate, under this Credit Agreement and the other Credit Documents and the provisions of this Article IX, Section 10.9 10.04 and Sections 10.08 to 10.15 shall inure to continue in effect for the benefit of such retiring Agent, its benefit as to sub-agents and their respective Affiliates in respect of any actions taken or omitted to be taken by it any of them while it was an Agent under this Credit Agreement. If no successor Administrative Agent has accepted appointment acting as Administrative Agent within sixty (60) days after the retiring Administrative Agent's giving notice of resignation, the retiring Administrative Agent's resignation shall nevertheless become effective and the Lenders shall perform all duties of the Administrative Agent hereunder until such time, if any, as the Required Lenders appoint a successor Administrative Agent as provided for above. Likewise, if no successor Collateral Agent has accepted appointment as Collateral Agent within sixty (60) days after the retiring Collateral Agent's giving notice of resignation, the retiring Collateral Agent's resignation shall nevertheless become effective and the Lenders shall perform all duties of the Collateral Agent under the Collateral Documents until such time, if any, as the Required Lenders appoint a successor Collateral Agent as provided for above. Subject to the foregoing terms of this Section 10.9, there shall at all times be a Person or Persons serving as Administrative Agent hereunder and, so long as no Default or Event of Default shall have occurred and be continuing, the appointment of any new Administrative Agent shall require the consent of the Borrower (which consent shall not be unreasonably withheld).

Successor Agent. Any The Agent may, may resign at any time, resign upon 20 days time as Agent under the Loan Documents by giving written notice thereof to the LendersLenders and the Borrower. The Agent may be removed as Agent under the Loan Documents by the Requisite Lenders (other than the Lender then acting as Agent) as a result of (i) its gross negligence or willful misconduct or (ii) it being a Defaulting Lender or meeting the criteria of a Defaulting Lender. Upon any such resignationresignation or removal, the Required Requisite Lenders (other than the Lender then acting as Agent, in the case of the removal of the Agent under the immediately preceding sentence) shall have the right to 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 $5,000,000,000, which appointment shall, provided no Default or Event of Default shall have occurred and be continuing, be subject to the Borrower’s approval, which approval shall not be unreasonably withheld or delayed (except that the Borrower shall, in all events, be deemed to have approved each Lender (and its affiliates) holding at least ten percent (10%) of the aggregate outstanding principal amount of the Loans (calculated at the time Agent gives notice of its resignation) as a successor Agent). If no successor Agent shall have been so appointed by in accordance with the Required Lendersimmediately preceding sentence, and shall have accepted such appointment, within 30 thirty (30) days after the resigning Agent’s giving of notice of resignationresignation or the Lenders’ removal of the resigning Agent, then the Borrower shall have resigning or removed Agent may, on behalf of the right to Lenders, appoint a successor Agent provided such successor is Agent, which shall be a Lender, if any Lender hereunder or shall be willing to serve, and otherwise shall be a commercial bank organized under the laws of the United States of America or of any State thereof and has a having total combined capital and surplus assets of at least $400,000,0005,000,000,000. Upon the acceptance of any appointment as an Agent hereunder by a successorsuccessor Agent, such successor Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring Agent, and the retiring Agent shall be discharged from its duties and obligations under the Loan Documents as an Agent. After any Agent’s resignation or removal hereunder as Agent, as appropriate, under this Credit Agreement and the other Credit Documents and the provisions of this Section 10.9 Article XI shall continue to inure to its benefit as to any actions taken or omitted to be taken by it while it was an Agent under this Credit Agreement. If no successor Administrative Agent has accepted appointment as Administrative Agent within sixty (60) days after the retiring Administrative Agent's giving notice of resignation, the retiring Administrative Agent's resignation shall nevertheless become effective and the Lenders shall perform all duties of the Administrative Agent hereunder until such time, if any, as the Required Lenders appoint a successor Administrative Agent as provided for above. Likewise, if no successor Collateral Agent has accepted appointment as Collateral Agent within sixty (60) days after the retiring Collateral Agent's giving notice of resignation, the retiring Collateral Agent's resignation shall nevertheless become effective and the Lenders shall perform all duties of the Collateral Agent under the Collateral Documents until such time, if any, as the Required Lenders appoint a successor Collateral Agent as provided for above. Subject to the foregoing terms of this Section 10.9, there shall at all times be a Person or Persons serving as Administrative Agent hereunder and, so long as no Default or Event of Default shall have occurred and be continuing, the appointment of any new Administrative Agent shall require the consent of the Borrower (which consent shall not be unreasonably withheld)Loan Documents.

Successor Agent. Any Subject to the appointment of a successor as set forth herein, (i) the Administrative Agent mayor the Collateral Agent may be removed by the Borrower or the Required Lenders (in the case of the Collateral Agent, at any timesubject to the Security Agreement) if the Administrative Agent, the Collateral Agent or a controlling affiliate of the Administrative Agent or the Collateral Agent is a Defaulting Agent and (ii) the Administrative Agent and the Collateral Agent may resign as Administrative Agent or Collateral Agent, respectively, in each case upon 20 days written ten days’ notice to the LendersAdministrative Agent, the Lenders and the Borrower, as applicable. Upon any such resignationIf the Administrative Agent or the Collateral Agent shall be removed by the Borrower or the Required Lenders pursuant to clause (i) above or if the Administrative Agent or the Collateral Agent shall resign as Administrative Agent or Collateral Agent, as applicable, under this Agreement and the other Loan Documents, then the Required Lenders shall have appoint from among the right to appoint Lenders a successor Agentagent for the Lenders, which such successor agent shall be subject to approval by the Borrower; provided that such approval by the Borrower in connection with the appointment of any successor Administrative Agent shall only be required so long as no Event of Default under Section 9.1(a) or (f) has occurred and is continuing; provided further, that the Borrower shall not unreasonably withhold its approval of any successor Administrative Agent if such successor is an Approved Commercial Bank. If no successor Agent shall have been so appointed by the Required Lenders, Lenders and approved by the Borrower (to the extent required) and shall have accepted such appointment, appointment within 30 45 days after the Administrative Agent or the Collateral Agent, as the case may be, gives notice of resignationits resignation or is notified that it is being removed, then the Borrower shall have Administrative Agent or Collateral Agent, as the right to case may be, may, on behalf of the Lenders appoint a successor Administrative Agent provided or Collateral Agent, as the case may be, which shall be a bank with an office in New York, New York, or an Affiliate of any such bank. If no successor is a Lender hereunder Administrative Agent or a commercial bank organized under Collateral Agent, as the laws case may be, has been appointed pursuant to the immediately preceding sentence by the 45th day after the date such notice of resignation or removal, as applicable, the Administrative Agent’s or Collateral Agent’s resignation or removal, as applicable, shall become effective and the Required Lenders shall thereafter perform all the duties of the United States of America Administrative Agent or of Collateral Agent hereunder and/or under any State thereof and has other Loan Document until such time, if any, as the Required Lenders appoint a combined capital and surplus of at least $400,000,000successor Administrative Agent or Collateral Agent, as the case may be. Upon the acceptance successful appointment of any appointment as an Agent hereunder by a successorsuccessor agent, such successor Agent agent shall thereupon succeed to and become vested with all the rights, powers, privileges powers and duties of the retiring Administrative Agent or the Collateral Agent, as applicable, and the retiring term “Administrative Agent” or “Collateral Agent”, as applicable, shall mean such successor agent effective upon such appointment and approval, and the former Agent’s rights, powers and duties as Administrative Agent shall be discharged from its duties and obligations as an or Collateral Agent, as appropriateapplicable, under 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 Credit Agreement and or any holders of the other Credit Documents and Term Loans. After any retiring Agent’s resignation or removal as Agent, the provisions of this Section 10.9 10 (including Section 10.9) shall inure to its benefit as to any actions taken or omitted to be taken by it while it was an Agent under this Credit Agreement. If no successor Administrative Agent has accepted appointment as Administrative Agent within sixty (60) days after the retiring Administrative Agent's giving notice of resignation, the retiring Administrative Agent's resignation shall nevertheless become effective Agreement and the Lenders shall perform all duties of other Loan Documents. The fees payable by the Administrative Agent hereunder until such time, if any, as the Required Lenders appoint Borrower to a successor Administrative Agent shall be the same as provided for abovethose payable to its predecessor unless otherwise agreed between the Borrower and such successor. Likewise, if no successor Collateral Agent has accepted appointment as Collateral Agent within sixty (60) days after In the retiring Collateral Agent's giving notice of resignation, the retiring Collateral Agent's resignation shall nevertheless become effective and the Lenders shall perform all duties case of the Collateral Agent under Agent, the Collateral Documents until such time, if any, as the Required Lenders appoint a successor Collateral Agent as provided for above. Subject to the foregoing terms provision of this Section 10.9, there 10.9 shall at in all times respects be a Person or Persons serving as Administrative Agent hereunder and, so long as no Default or Event of Default shall have occurred and be continuing, subject to the appointment of any new Administrative Agent shall require the consent provisions of the Borrower (which consent shall not be unreasonably withheld)Security Agreement.

Successor Agent. Any Each Agent may, may resign as such at any time, resign time upon 20 days written at least 30 days’ prior notice to the Lenders, the Issuing Bank and Borrower. Upon any such resignation, the Required Lenders shall have the right right, with the consent of Borrower (not to be unreasonably withheld or delayed), to appoint a successor AgentAgent from among the Lenders; provided, that no consent of Borrower shall be required if an Event of Default has occurred and is continuing. If no successor Agent shall have been so appointed by the Required Lenders, Lenders and shall have accepted such appointment, appointment within 30 days after the retiring Agent gives notice of its resignation, then the Borrower shall have retiring Agent may, on behalf of the right to Lenders and the Issuing Bank, appoint a successor Agent provided such with the consent of Borrower (not to be unreasonably withheld), which successor is a Lender hereunder or shall be a commercial bank banking institution organized under the laws of the United States of America (or of any State thereof and has thereof) or a United States branch or agency of a commercial banking institution, in each case, having combined capital and surplus of at least $400,000,000250 million; provided, that no consent of Borrower shall be required if an Event of Default has occurred and is continuing; provided, further that if such retiring Agent is unable to find a commercial banking institution which is willing to accept such appointment and which meets the qualifications set forth above, the retiring Agent’s resignation shall nevertheless thereupon become effective, and the Lenders shall assume and perform all of the duties of the Agent hereunder until such time, if any, as the Required Lenders appoint a successor Agent. Upon the acceptance of any its appointment as an Agent hereunder by a successor, such successor Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring Agent, and the retiring Agent shall be discharged from its duties and obligations hereunder. 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 an Agent’s resignation hereunder, as appropriate, under this Credit Agreement and the other Credit Documents and the provisions of this Article X and Section 10.9 11.03 shall inure to continue in effect for the benefit of such retiring Agent, its benefit as to sub-agents and their respective Affiliates in respect of any actions taken or omitted to be taken by it any of them while it was an Agent under this Credit Agreement. If no successor Administrative Agent has accepted appointment acting as Administrative Agent within sixty (60) days after the retiring Administrative Agent's giving notice of resignation, the retiring Administrative Agent's resignation shall nevertheless become effective and the Lenders shall perform all duties of the Administrative Agent hereunder until such time, if any, as the Required Lenders appoint a successor Administrative Agent as provided for above. Likewise, if no successor Collateral Agent has accepted appointment as Collateral Agent within sixty (60) days after the retiring Collateral Agent's giving notice of resignation, the retiring Collateral Agent's resignation shall nevertheless become effective and the Lenders shall perform all duties of the Collateral Agent under the Collateral Documents until such time, if any, as the Required Lenders appoint a successor Collateral Agent as provided for above. Subject to the foregoing terms of this Section 10.9, there shall at all times be a Person or Persons serving as Administrative Agent hereunder and, so long as no Default or Event of Default shall have occurred and be continuing, the appointment of any new Administrative Agent shall require the consent of the Borrower (which consent shall not be unreasonably withheld).

Successor Agent. Any Agent may, may resign at any time, resign upon 20 days time by giving at least 30 days’ prior written notice thereof to the Lenders, the Borrower, the Services Provider and S&P; provided that any such resignation by any Agent shall not be effective until a successor Agent shall have been appointed and approved in accordance with this Section 7.8. Upon receipt of any such resignationnotice, the Required Majority Lenders shall have the right to appoint a successor AgentAgent with the consent of the Borrower (which consent shall not be unreasonably withheld or delayed). If no successor Agent shall have been so appointed by the Required Majority Lenders, shall have been approved by the Borrower, and shall have accepted such appointment, within 30 days after the retiring Agent gives notice of resignationits resignation (or such earlier day as shall be agreed by the Majority Lenders) (the “Resignation Effective Date”), then the Borrower retiring Agent may (but shall have not be obligated to), on behalf of the right to appoint Lenders, designate a successor Agent provided Agent, which such successor is a Lender hereunder or Agent shall be a commercial bank or a trust company organized or licensed under the laws of the United States of America or of any State thereof and has having a combined capital and surplus of at least $400,000,00050,000,000. With effect from the Resignation Effective Date (i) the retiring Agent shall be discharged from its duties and obligations hereunder and under the other Loan Documents and (ii) except for any indemnity payments owed to the retiring Agent, all payments, communications and determinations provided to be made by, to or through the Administrative Agent shall instead be made by or to each Lender directly, until such time, if any, as the Majority Lenders appoint a successor Agent as provided for above. Upon the acceptance of any its appointment as an such Agent hereunder by a successorsuccessor Agent, such successor Agent shall thereupon succeed to and become vested with all the rights, powers, privileges rights and duties of the retiring Agent, Agent and the retiring Agent shall be discharged from its duties and obligations hereunder, and the successor Agent shall provide written notice of such appointment to the Lenders, the Services Provider and S&P. After any retiring Agent’s resignation hereunder as an Agent, as appropriate, under this Credit Agreement and the other Credit Documents and the provisions of this Section 10.9 Article VII shall inure to its benefit as to any actions taken or omitted to be taken by it while it was an Agent. With respect to any Person (i) into which an Agent or may be merged or consolidated, (ii) that may result from any merger or consolidation to which an Agent shall be a party or (iii) with respect to the Agents (other than the Administrative Agent) that may succeed to the corporate trust business and assets of any of such Agents substantially as a whole, shall be the successor to such Agent under this Credit Agreement without further act of any of the parties to this Agreement. If no successor Administrative Agent has accepted appointment as Administrative Agent within sixty (60) days after Notwithstanding anything in this Section 7.8 to the retiring Administrative Agent's giving notice of resignationcontrary, this Section 7.8 shall not apply to the retiring Administrative Agent's resignation shall nevertheless become effective and the Lenders shall perform all duties or removal of the Administrative Agent hereunder until such timeDocument Custodian, if any, as which shall be governed by the Required Lenders appoint a successor Administrative Agent as provided for above. Likewise, if no successor Collateral Agent has accepted appointment as Collateral Agent within sixty (60) days after the retiring Collateral Agent's giving notice of resignation, the retiring Collateral Agent's resignation shall nevertheless become effective and the Lenders shall perform all duties of the Collateral Agent under the Collateral Documents until such time, if any, as the Required Lenders appoint a successor Collateral Agent as provided for above. Subject to the foregoing terms of Section 14.9 of this Section 10.9, there shall at all times be a Person or Persons serving as Administrative Agent hereunder and, so long as no Default or Event of Default shall have occurred and be continuing, the appointment of any new Administrative Agent shall require the consent of the Borrower (which consent shall not be unreasonably withheld)Agreement.

Successor Agent. Any Each Agent may, may resign at any time, resign time upon 20 days written at least 15 days’ prior notice to the Lenders, the Issuing Bank, the Guarantee Bank and Borrower. Upon any such resignation, the Required Lenders shall have the right right, with the consent of Borrower (although no such consent shall be required if any Event of Default shall have then occurred and be continuing), to appoint a successor Agent, which shall be a bank with an office in the United States or an Affiliate of any such bank with an office in the United States or such other jurisdiction as shall be acceptable to the Required Lenders. If no successor Agent shall have been so appointed by the Required Lenders, Lenders and shall have accepted such appointment, appointment within 30 days after the retiring Agent gives notice of resignationits resignation (or such earlier date as may be agreed by the Required Lenders) (the “Resignation Effective Date”), then the retiring Agent may, on behalf of the Lenders, the Issuing Bank and the Guarantee Bank and with the consent of Borrower (although such consent of Borrower shall not be required if any Event of Default shall have the right to then occurred and be continuing), appoint a successor Agent, which shall be a bank meeting the qualifications set forth above; provided that if the Agent provided shall notify Borrower and the Lenders that no qualifying person has accepted such successor is a Lender appointment, then such resignation shall nonetheless become effective in accordance with such notice and (a) the retiring Agent shall be discharged from its duties and obligations hereunder or a commercial bank organized and under the laws other Loan Documents (except that in the case of any collateral security held by the Collateral Agent on behalf of the United States Lenders, the Issuing Bank or the Guarantee Bank under any of America the Loan Documents, the retiring Collateral Agent shall continue to hold as nominee such collateral security until such time as a successor Collateral Agent is appointed) and (b) all payments, communications and determinations provided to be made by, to or of any State thereof through an Agent shall instead be made by or to each Lender, the Issuing Bank and the Guarantee Bank directly, until such time as the Required Lenders appoint a successor Agent. Whether or not a successor has a combined capital and surplus of at least $400,000,000been appointed, such resignation shall become effective in accordance with such notice on the Resignation Effective Date. Upon the acceptance of any its appointment as an Agent hereunder by a successor, such successor Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring Agent, and the retiring (or retired) Agent shall be discharged from its duties and obligations under the Loan Documents (if not already discharged therefrom as provided above). 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 an Agent’s resignation hereunder, as appropriate, under this Credit Agreement and the other Credit Documents and the provisions of this Article X, Section 10.9 11.03 and Sections 11.08 to 11.10 shall inure to continue in effect for the benefit of such retiring Agent, its benefit as to sub-agents and their respective Related Persons in respect of any actions taken or omitted to be taken by it any of them while it was an Agent under this Credit Agreement. If no successor Administrative Agent has accepted appointment acting as Administrative Agent within sixty (60) days after the retiring Administrative Agent's giving notice of resignation, the retiring Administrative Agent's resignation shall nevertheless become effective and the Lenders shall perform all duties of the Administrative Agent hereunder until such time, if any, as the Required Lenders appoint a successor Administrative Agent as provided for above. Likewise, if no successor Collateral Agent has accepted appointment as Collateral Agent within sixty (60) days after the retiring Collateral Agent's giving notice of resignation, the retiring Collateral Agent's resignation shall nevertheless become effective and the Lenders shall perform all duties of the Collateral Agent under the Collateral Documents until such time, if any, as the Required Lenders appoint a successor Collateral Agent as provided for above. Subject to the foregoing terms of this Section 10.9, there shall at all times be a Person or Persons serving as Administrative Agent hereunder and, so long as no Default or Event of Default shall have occurred and be continuing, the appointment of any new Administrative Agent shall require the consent of the Borrower (which consent shall not be unreasonably withheld).

Successor Agent. Any The Agent may, may resign at any time, resign upon 20 time by giving thirty (30) days prior written notice thereof to the Lenders and Borrowers, subject to appointment of a successor Agent (and such appointees acceptance of appointment) as below provided in this Section 10.10. Additionally, the Agent may be removed for cause by all of the Lenders (other than the Agent, if the Agent is then a Lender), or in the absence of an Event of Default, the Borrowers may request the Agent’s resignation pursuant to Section 10.8(b) hereof, if removal or resignation, as applicable, is requested in writing (which wording must specifically identify the “cause” for removal), and ten (10) days’ prior written notice of removal or resignation is provided to the Agent and Borrowers (or Lenders, if applicable). Upon any such resignationresignation or removal, the Required Lenders shall have Agent shall, on behalf of the right to appoint a successor Agent. If no successor Agent shall have been so appointed by the Required Lenders, and shall have accepted immediately appoint, as its successor, another Lender; provided that such appointment, within 30 days after the notice of resignation, then the Borrower shall have the right to appoint a successor Agent provided such successor Lender is a Lender hereunder or a commercial bank or trust company 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 Five Hundred Million and No/100 Dollars ($400,000,000500,000,000.00). In such event, the Agent’s resignation or removal shall not be effective until the successor Agent shall have accepted its appointment. Upon the acceptance by a successor Agent of any its appointment as an the Agent hereunder by a successorhereunder, such successor Agent shall thereupon succeed to and become vested with all of the properties, rights, powers, privileges and duties of the retiring former Agent, and without further act, deed or conveyance. Upon the effective date of resignation or removal of the retiring Agent and payment of all amounts then due and payable by the Agent to the Lenders pursuant to this Agreement, such Agent shall be discharged from its duties and obligations as an Agent, as appropriate, under this Credit Agreement and the other Credit Documents and the provisions of this Section 10.9 shall inure to its benefit as to any actions taken or omitted to be taken by it while it was an Agent under this Credit AgreementLoan Documents. If no successor Administrative Agent has accepted appointment as Administrative Agent within sixty (60) days after the retiring Administrative Agent's giving notice of resignationfor any reason, the retiring Administrative Agent's resignation shall nevertheless become effective and the Lenders shall perform all duties of the Administrative Agent hereunder until such at any time, if anythere is no Agent hereunder, as then during such period, the Required Lenders appoint a successor Administrative Agent as provided for above. Likewiseshall have the right to exercise the Agent’s rights and perform its duties hereunder, if no successor Collateral Agent has accepted appointment as Collateral Agent within sixty except that (60i) days after the retiring Collateral Agent's giving notice of resignation, the retiring Collateral Agent's resignation shall nevertheless become effective and the Lenders shall perform all duties of the Collateral Agent under the Collateral Documents until such time, if any, as the Required Lenders appoint a successor Collateral Agent as provided for above. Subject notices or other communications required or permitted to be given to the foregoing terms of this Section 10.9, there shall at all times be a Person or Persons serving as Administrative Agent hereunder and, so long as no Default or Event of Default shall have occurred and be continuing, the appointment of any new Administrative Agent shall require be given to each Lender, and (ii) all payments to be made to the consent of Agent shall be made directly to the Borrower (which consent shall not be unreasonably withheld)Borrowers or the Lender for whose account such payment is made.

Successor Agent. Any Each Agent may, may resign as such at any time, resign time upon 20 days written at least 10 days’ prior notice to the LendersLenders and Borrower. Upon any such resignation, the Required Lenders shall have the right right, with the written consent of Borrower (not to be unreasonably withheld or delayed) so long as no Event of Default has occurred and is continuing, to appoint a successor AgentAgent from among the Lenders. If no successor Agent shall have been so appointed by the Required Lenders, Lenders and shall have accepted such appointment, appointment within 30 10 days after the retiring Agent gives notice of its resignation, then the Borrower shall have retiring Agent may, on behalf of the right to Lenders, appoint a successor Agent provided such with the written consent of the Borrower (not to be unreasonably withheld or delayed) so long as no Event of Default has occurred and is continuing, which successor is a Lender hereunder or shall be a commercial bank banking institution organized under the laws of the United States of America (or of any State thereof and has thereof) or a United States branch or agency of a commercial banking institution, in each case, having combined capital and surplus of at least $400,000,000500,000,000; provided that if such retiring Agent is unable to find a commercial banking institution that is willing to accept such appointment and which meets the qualifications set forth above, the retiring Agent’s resignation shall nevertheless thereupon become effective and the retiring (or retired) Agent shall be discharged from its duties and obligations under the Loan Documents, and the Lenders shall assume and perform all of the duties of the Agent under the Loan Documents until such time, if any, as the Required Lenders appoint a successor Agent. Upon the acceptance of any its appointment as an Agent hereunder by a successor, such successor Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring Agent, and the retiring (or retired) Agent shall be discharged from its duties and obligations under the Loan Documents. The fees payable by Borrower to a successor Agent shall be the same as those payable to its predecessor unless otherwise agreed between Borrower and such successor. After an Agent’s resignation hereunder, as appropriate, under this Credit Agreement and the other Credit Documents and the provisions of this Article IX and Section 10.9 10.03 shall inure to continue in effect for the benefit of such retiring Agent, its benefit as to sub-agents and their respective Affiliates in respect of any actions taken or omitted to be taken by it any of them while it was an Agent under this Credit Agreement. If no successor Administrative Agent has accepted appointment acting as Administrative Agent within sixty (60) days after the retiring Administrative Agent's giving notice of resignation, the retiring Administrative Agent's resignation shall nevertheless become effective and the Lenders shall perform all duties of the Administrative Agent hereunder until such time, if any, as the Required Lenders appoint a successor Administrative Agent as provided for above. Likewise, if no successor Collateral Agent has accepted appointment as Collateral Agent within sixty (60) days after the retiring Collateral Agent's giving notice of resignation, the retiring Collateral Agent's resignation shall nevertheless become effective and the Lenders shall perform all duties of the Collateral Agent under the Collateral Documents until such time, if any, as the Required Lenders appoint a successor Collateral Agent as provided for above. Subject to the foregoing terms of this Section 10.9, there shall at all times be a Person or Persons serving as Administrative Agent hereunder and, so long as no Default or Event of Default shall have occurred and be continuing, the appointment of any new Administrative Agent shall require the consent of the Borrower (which consent shall not be unreasonably withheld).

Successor Agent. Any Agent may, may at any timetime give notice of its resignation to Lenders and Borrower, resign upon 20 days which resignation shall not be effective until the time at which the majority of the Lenders have delivered to Agent their written notice consent to the Lenderssuch resignation. Upon receipt of any such notice of resignation, the Required Lenders shall have the right right, in consultation with Borrower, to appoint a successor Agentsuccessor, 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 Agent shall have been so appointed by the Required Lenders, Lenders and shall have accepted such appointment, appointment within 30 thirty (30) days after the notice retiring Agent has received the written consent of the majority of the Lenders to such resignation, then the Borrower shall have the right to retiring Agent may on behalf of Lenders, appoint a successor Agent meeting the qualifications set forth above; provided that in no event shall any such successor is Agent be a Defaulting Lender and provided further that if the retiring Agent shall notify Borrower and Lenders that no qualifying Person has accepted such appointment, then such resignation shall nonetheless become effective in accordance with such notice and (1) the retiring Agent shall be discharged from its duties and obligations hereunder or a commercial bank organized and under the laws other Loan Documents (except that in the case of any collateral security held by Agent on behalf of the United States Lenders under any of America 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 of any State thereof and has through Agent shall instead be made by or to each Lender directly, until such time as the Lenders appoint a combined capital and surplus of at least $400,000,000successor Agent as provided for above in this Section 10.9. Upon the acceptance of any a successor’s appointment as an Agent hereunder by a successorhereunder, such successor Agent shall thereupon 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 duties and obligations as an Agent, as appropriate, hereunder or under this Credit Agreement and the other Credit 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 hereunder and under the other Loan Documents, the provisions of this Section 10.9 10 shall inure to continue in effect for the benefit of such retiring Agent, its benefit as to 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 was an Agent under this Credit Agreement. If no successor Administrative Agent has accepted appointment as Administrative Agent within sixty (60) days after the retiring Administrative Agent was acting as Agent's giving notice of resignation, the retiring Administrative Agent's resignation shall nevertheless become effective and the Lenders shall perform all duties of the Administrative Agent hereunder until such time, if any, as the Required Lenders appoint a successor Administrative Agent as provided for above. Likewise, if no successor Collateral Agent has accepted appointment as Collateral Agent within sixty (60) days after the retiring Collateral Agent's giving notice of resignation, the retiring Collateral Agent's resignation shall nevertheless become effective and the Lenders shall perform all duties of the Collateral Agent under the Collateral Documents until such time, if any, as the Required Lenders appoint a successor Collateral Agent as provided for above. Subject to the foregoing terms of this Section 10.9, there shall at all times be a Person or Persons serving as Administrative Agent hereunder and, so long as no Default or Event of Default shall have occurred and be continuing, the appointment of any new Administrative Agent shall require the consent of the Borrower (which consent shall not be unreasonably withheld).

Successor Agent. Any Each Agent maymay resign as Administrative Agent and/or the Collateral Agent, at any timeas applicable, resign upon 20 days 30 days’ written notice to the Lenders. Upon any such resignation, Lenders and the Required Lenders shall have the right to appoint a successor AgentBorrower. If no successor any Agent shall have been so appointed by the Required Lenders, and shall have accepted such appointment, within 30 days after the notice of resignation, then the Borrower shall have the right to appoint a successor Agent provided such successor is a Lender hereunder or a commercial bank 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 $400,000,000. Upon the acceptance of any appointment resign as an Agent hereunder by a successor, such successor Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring Agent, and the retiring Agent shall be discharged from its duties and obligations as an Agent, as appropriate, under this Credit Agreement and the other Credit Loan Documents to which it is a party, then the Majority Lenders shall appoint a successor agent for the Lenders, which successor agent shall succeed to the rights, powers and duties of such Agent hereunder; provided that so long as a Default or Event of Default has not occurred and is continuing, the prior consent of the Borrower shall be required prior to the appointment of such successor agent; and provided further that such consent from the Borrower shall not be unreasonably withheld or delayed. Effective upon such appointment and approval, the term “Administrative Agent” and/or “Collateral Agent,” as applicable, shall mean such successor agent, and, effective upon the earlier of such appointment and the expiration of such 30 days’ notice, the former Agent’s rights, powers and duties as Administrative Agent and/or Collateral Agent, as applicable, shall be terminated, in either case, without any other or further act or deed on the part of such former Agent or any of the parties to this Agreement or any holders of the Loans. After any retiring Agent’s resignation in such capacity, the provisions of this Section 10.9 ‎Article 8 shall inure to its benefit as to any actions taken or omitted to be taken by it while it was an Agent under this Credit Agreement. If no successor Administrative Agent has accepted appointment as Administrative Agent within sixty (60) days after the retiring Administrative Agent's giving notice of resignation, the retiring Administrative Agent's resignation shall nevertheless become effective and the Lenders shall perform all duties of the Administrative Agent hereunder and/or Collateral Agent, as applicable, under this Agreement and the other Loan Documents to which it is a party. Whether or not a successor has been appointed, such resignation shall become effective upon the expiry of the 30 days’ notice, provided that the parties hereto acknowledge and agree that, for purposes of any right of pledge governed by the laws of the Netherlands, including the Dutch CV Pledge, any resignation by the Collateral Agent shall not be effective with respect to its rights and obligations under the Parallel Debt(s), until such timerights and obligations have been assumed by the successor Collateral Agent. Without prejudice to the provisions of this Agreement and the other Loan Documents, if any, as the Required Lenders appoint a Collateral Agent will reasonably cooperate in the assumption of its rights and obligations under or in connection with the Parallel Debt(s) by any such successor Administrative Agent as provided for above. Likewise, if no and will reasonably cooperate in transferring to such successor Collateral Agent has accepted appointment as Collateral Agent within sixty (60) days after all rights under the retiring Collateral Agent's giving notice of resignation, Foreign Pledge Agreement to the retiring Collateral Agent's resignation shall nevertheless become effective and extent governed by the Lenders shall perform all duties laws of the Collateral Agent under the Collateral Documents until such time, if any, as the Required Lenders appoint a successor Collateral Agent as provided for above. Subject to the foregoing terms of this Section 10.9, there shall at all times be a Person or Persons serving as Administrative Agent hereunder and, so long as no Default or Event of Default shall have occurred and be continuing, the appointment of any new Administrative Agent shall require the consent of the Borrower (which consent shall not be unreasonably withheld)Netherlands.

Successor Agent. Any (a) Each Agent may, may resign as such at any time, resign time upon 20 days at least 30 days’ prior written notice to the Lenders, the L/C Issuer and Borrower. Upon any such resignation, the Required Lenders shall have the right right, with the consent of Borrower (which consent (x) shall not be unreasonably withheld or delayed and shall not be required if an Event of Default under Section 9.1(a), (j) or (k) has occurred and is continuing and (y) shall be deemed to have been given if the Borrower shall not have responded (whether affirmatively, negatively or to respond that the relevant officers of the Borrower are not then available to make a determination) to a request for such consent within ten (10) Business Days after such request is made), to appoint a successor AgentAgent (which shall not be a Disqualified Institution). If no successor Agent shall have been so appointed by the Required Lenders, Lenders and shall have accepted such appointment, appointment within 30 days after the retiring Agent gives notice of its resignation, then the Borrower retiring Agent may (but shall have not be obligated to), on behalf of the right to Lenders and the L/C Issuer, appoint a successor Agent provided Agent, with the consent of Borrower (which consent (x) shall not be unreasonably withheld or delayed and shall not be required if an Event of Default under Section 9.1(a), (j) or (k) has occurred and is continuing and (y) shall be deemed to have been given if the Borrower shall not have responded (whether affirmatively, negatively or to respond that the relevant officers of the Borrower are not then available to make a determination) to a request for such consent within ten (10) Business Days after such request is made), which may not be a Disqualified Institution and which successor is a Lender hereunder or shall be a commercial bank banking institution organized under the laws of the United States of America (or of any State thereof and has thereof) or a United States branch or agency of a commercial banking institution, in each case, having combined capital and surplus of at least $400,000,000. Upon 500,000,000; provided that if such retiring Agent is unable to find a commercial banking institution that is willing to accept such appointment and which meets the acceptance of any appointment as an Agent hereunder by a successorqualifications set forth above, such successor Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring Agent, ’s resignation shall nevertheless thereupon become effective and the retiring (or retired) Agent shall be discharged from its duties and obligations as an Agent, as appropriate, under this Credit Agreement and the other Credit Loan Documents and (except that in the provisions case of this Section 10.9 shall inure to its benefit as to any actions taken or omitted to be taken collateral security held by it while it was an Agent under this Credit Agreement. If no successor the Administrative Agent has accepted appointment in its capacity as Administrative Agent within sixty (60) days after collateral agent for the retiring Administrative Agent's giving notice of resignationSecured Creditors for perfection purposes, the retiring Administrative Agent's resignation Agent shall nevertheless become effective and the Lenders shall perform all duties of the Administrative Agent hereunder continue to hold such collateral security until such time, if any, time as the Required Lenders appoint a successor Administrative Agent as provided for above. Likewiseis appointed), if no successor Collateral Agent has accepted appointment as Collateral Agent within sixty (60) days after the retiring Collateral Agent's giving notice of resignation, the retiring Collateral Agent's resignation shall nevertheless become effective and the Required Lenders shall assume and perform all of the duties of the Collateral Agent under the Collateral Loan Documents until such time, if any, as the Required Lenders appoint a successor Collateral Agent. In no event shall any successor Administrative Agent as provided for above. Subject to the foregoing terms of this Section 10.9, there shall at all times be a Person or Persons serving as Administrative Agent hereunder and, so long as no Default or Event of Default shall have occurred and be continuing, the appointment of any new Administrative Agent shall require the consent of the Borrower (which consent shall not be unreasonably withheld)Defaulting Lender.

Successor Agent. Any Subject to the appointment of a successor as set forth herein, (i) the Administrative Agent mayor the Collateral Agent may be removed by the Borrower or the Required Lenders (in the case of the Collateral Agent, at any timesubject to the Security Agreement) if the Administrative Agent, the Collateral Agent or a controlling affiliate of the Administrative Agent or the Collateral Agent is a Defaulting Agent and (ii) the Administrative Agent and the Collateral Agent may resign as Administrative Agent or Collateral Agent, respectively, in each case upon 20 days written ten days’ notice to the LendersAdministrative Agent, the Lenders and the Borrower, as applicable. Upon any such resignationIf the Administrative Agent or the Collateral Agent shall be removed by the Borrower or the Required Lenders pursuant to clause (i) above or if the Administrative Agent or the Collateral Agent shall resign as Administrative Agent or Collateral Agent, as applicable, under this Agreement and the other Loan Documents, then the Required Lenders shall have appoint from among the right to appoint Lenders a successor Agentagent for the Lenders, which such successor agent shall be subject to approval by the Borrower; provided that such approval by the Borrower in connection with the appointment of any successor Administrative Agent shall only be required so long as no Event of Default under Section 9.1(a) or (f) has occurred and is continuing; provided further, that the Borrower shall not unreasonably withhold its approval of any successor Administrative Agent if such successor is a commercial bank with a consolidated combined capital and surplus of at least $5.0 billion. If no successor Agent shall have been so appointed by the Required Lenders, Lenders and approved by the Borrower (to the extent required) and shall have accepted such appointment, appointment within 30 45 days after the Administrative Agent or the Collateral Agent, as the case may be, gives notice of resignationits resignation or is notified that it is being removed, then the Borrower shall have Administrative Agent or Collateral Agent, as the right to case may be, may, on behalf of the Lenders appoint a successor Administrative Agent provided or Collateral Agent, as the case may be,, which shall be a bank with an office in New York, New York, or an Affiliate of any such bank. If no successor is a Lender hereunder Administrative Agent or a commercial bank organized under Collateral Agent, as the laws case may be, has been appointed pursuant to the immediately preceding sentence by the 45th day after the date such notice of resignation or removal, as applicable, the Administrative Agent’s or Collateral Agent’s resignation or removal, as applicable, shall become effective and the Required Lenders shall thereafter perform all the duties of the United States of America Administrative Agent or of Collateral Agent hereunder and/or under any State thereof and has other Loan Document until such time, if any, as the Required Lenders appoint a combined capital and surplus of at least $400,000,000successor Administrative Agent or Collateral Agent, as the case may be. Upon the acceptance successful appointment of any appointment as an Agent hereunder by a successorsuccessor agent, such successor Agent agent shall thereupon succeed to and become vested with all the rights, powers, privileges powers and duties of the retiring Administrative Agent or the Collateral Agent, as applicable, and the retiring term “Administrative Agent” or “Collateral Agent”, as applicable, shall mean such successor agent effective upon such appointment and approval, and the former Agent’s rights, powers and duties as Administrative Agent shall be discharged from its duties and obligations as an or Collateral Agent, as appropriateapplicable, under 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 Credit Agreement and or any holders of the other Credit Documents and Term Loans. After any retiring Agent’s resignation or removal as Agent, the provisions of this Section 10.9 10 (including Section 10.9) shall inure to its benefit as to any actions taken or omitted to be taken by it while it was an Agent under this Credit Agreement. If no successor Administrative Agent has accepted appointment as Administrative Agent within sixty (60) days after the retiring Administrative Agent's giving notice of resignation, the retiring Administrative Agent's resignation shall nevertheless become effective Agreement and the Lenders shall perform all duties of other Loan Documents. The fees payable by the Administrative Agent hereunder until such time, if any, as the Required Lenders appoint Borrower to a successor Administrative Agent shall be the same as provided for abovethose payable to its predecessor unless otherwise agreed between the Borrower and such successor. Likewise, if no successor Collateral Agent has accepted appointment as Collateral Agent within sixty (60) days after In the retiring Collateral Agent's giving notice of resignation, the retiring Collateral Agent's resignation shall nevertheless become effective and the Lenders shall perform all duties case of the Collateral Agent under Agent, the Collateral Documents until such time, if any, as the Required Lenders appoint a successor Collateral Agent as provided for above. Subject to the foregoing terms provision of this Section 10.9, there 10.9 shall at in all times respects be a Person or Persons serving as Administrative Agent hereunder and, so long as no Default or Event of Default shall have occurred and be continuing, subject to the appointment of any new Administrative Agent shall require the consent provisions of the Borrower (which consent shall not be unreasonably withheld)Security Agreement.

Successor Agent. Any The Agent may, may resign at any time, resign upon 20 days time as Agent under the Loan Documents by giving written notice thereof to the LendersLenders and the Borrower. The Agent may be removed as Agent under the Loan Documents for good cause by all of the Lenders (other than the Lender then acting as the Agent) upon 30 days’ prior notice. Upon any such resignationresignation or removal, the Required Requisite Lenders shall have the right to appoint a successor Agent which appointment shall, provided no Default or Event of Default exists, be subject to the Borrower’s approval, which approval shall not be unreasonably withheld or delayed (except that the Borrower shall, in all events, be deemed to have approved each Lender and its affiliates as a successor Agent). If no successor Agent shall have been so appointed by in accordance with the Required Lendersimmediately preceding sentence, and shall have accepted such appointment, within 30 days after the resigning Agent’s giving of notice of resignationresignation or the Lenders’ removal of the removed Agent, then the Borrower shall have resigning or removed Agent may, on behalf of the right to Lenders, appoint a successor Agent provided such successor is Agent, which shall be a Lender, if any Lender hereunder or shall be willing to serve, and otherwise shall be a commercial bank organized under the laws of the United States of America or of any State thereof and has a having total combined capital and surplus assets of at least $400,000,00050,000,000,000. Upon the acceptance of any appointment as an Agent hereunder by a successorsuccessor Agent, such successor Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring Agent, and the retiring Agent shall be discharged from its duties and obligations as an under the Loan Documents. Such successor Agent shall issue letters of credit in substitution for the Letters of Credit, if any, outstanding at the time of such succession or shall make other arrangements satisfactory to the current Agent, in either case, to assume effectively the obligations of the current Agent with respect to such Letters of Credit. After any Agent’s resignation or removal hereunder as appropriateAgent, under this Credit Agreement and the other Credit Documents and the provisions of this Section 10.9 Article XII shall continue to inure to its benefit as to any actions taken or omitted to be taken by it while it was an Agent under this Credit Agreement. If no successor Administrative Agent has accepted appointment as Administrative Agent within sixty (60) days after the retiring Administrative Agent's giving notice of resignation, the retiring Administrative Agent's resignation shall nevertheless become effective and the Lenders shall perform all duties of the Administrative Agent hereunder until such time, if any, as the Required Lenders appoint a successor Administrative Agent as provided for above. Likewise, if no successor Collateral Agent has accepted appointment as Collateral Agent within sixty (60) days after the retiring Collateral Agent's giving notice of resignation, the retiring Collateral Agent's resignation shall nevertheless become effective and the Lenders shall perform all duties of the Collateral Agent under the Collateral Documents until such time, if any, as the Required Lenders appoint a successor Collateral Agent as provided for above. Subject to the foregoing terms of this Section 10.9, there shall at all times be a Person or Persons serving as Administrative Agent hereunder and, so long as no Default or Event of Default shall have occurred and be continuing, the appointment of any new Administrative Agent shall require the consent of the Borrower (which consent shall not be unreasonably withheld)Loan Documents.

Successor Agent. Any Agent may, (a) may resign at any timetime as Agent under the Credit Documents by giving thirty (30) days’ prior written notice thereof to the Banks and Borrower, resign and (b) may be removed as Agent under the Credit Documents at any time with or without cause upon 20 days written notice to Agent and Borrower signed by the LendersMajority Banks. Upon any such resignationresignation or removal, the Required Lenders Majority Banks shall have the right to appoint a successor AgentAgent thereunder (with, unless an Event of Default has occurred and is continuing, Borrower’s prior written consent, not to be unreasonably withheld or delayed). If no successor Agent shall have been so appointed by the Required LendersMajority Banks, and shall have accepted such appointment, within 30 thirty (30) days after the retiring Agent’s giving of notice of resignationresignation or the Majority Banks’ removal of the retiring Agent, then the Borrower shall have retiring Agent may, on behalf of the right to Banks, appoint a successor Agent provided such successor (with, unless an Event of Default has occurred and is a Lender hereunder continuing, Borrower’s prior written consent, not to be unreasonably withheld or delayed), which shall be a commercial bank organized under the laws of the United States of America or of any State a state thereof and has having a combined capital and surplus of at least Two Hundred Million Dollars ($400,000,000200,000,000). Unless and until a successor Agent shall have been appointed as above provided, the retiring Agent shall serve as a caretaker Agent unless dismissed by the Majority Banks. Upon the acceptance of any appointment as an Agent hereunder under the Credit Documents by a successorsuccessor Agent, such successor Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring Agent, and the retiring Agent shall be discharged from its all duties and obligations of Agent arising thereafter under the Credit Documents. After any retiring Agent’s resignation or removal as an AgentAgent under the Credit Documents, as appropriate, under this Credit Agreement and the other Credit Documents and the provisions of this Section 10.9 Article VII shall inure to its benefit as to any actions taken or omitted to be taken by it while it was an Agent under this Credit Agreement. If no successor Administrative Agent has accepted appointment as Administrative Agent within sixty (60) days after the retiring Administrative Agent's giving notice of resignation, the retiring Administrative Agent's resignation shall nevertheless become effective and the Lenders shall perform all duties of the Administrative Agent hereunder until such time, if any, as the Required Lenders appoint a successor Administrative Agent as provided for above. Likewise, if no successor Collateral Agent has accepted appointment as Collateral Agent within sixty (60) days after the retiring Collateral Agent's giving notice of resignation, the retiring Collateral Agent's resignation shall nevertheless become effective and the Lenders shall perform all duties of the Collateral Agent under the Collateral Documents until such time, if any, as the Required Lenders appoint a successor Collateral Agent as provided for above. Subject to the foregoing terms of this Section 10.9, there shall at all times be a Person or Persons serving as Administrative Agent hereunder and, so long as no Default or Event of Default shall have occurred and be continuing, the appointment of any new Administrative Agent shall require the consent of the Borrower (which consent shall not be unreasonably withheld)Credit Documents.

Successor Agent. Any (a) Subject to the appointment and acceptance of a successor Agent mayas provided in this Section 11.06, the Agent may resign at any time, resign upon 20 days time by giving thirty (30) days’ prior written notice thereof to the LendersRequisite Holders, and the Issuer. The Agent may be removed as the Agent at the request of the Requisite Holders. Upon any such resignationnotice of resignation or removal, the Required Lenders Requisite Holders shall have the right (in consultation with the Issuer unless an Event of Default shall have occurred and is continuing), to appoint a successor Agent. If no successor Agent shall have been so appointed by the Required Lenders, Requisite Holders and shall have accepted such appointment, appointment within 30 thirty (30) days after the retiring Agent gives notice of its resignation, then the Borrower retiring Agent’s resignation shall have nevertheless thereupon become effective and the right to Requisite Holders shall perform all of the duties of the Agent, as applicable, hereunder until such time, if any, as the Requisite Holders appoint a successor Agent as provided for above. In such successor is a Lender hereunder or a commercial bank organized under case, the laws of Requisite Holders shall appoint one Person to act as the United States of America or Agent for purposes of any State thereof communications with the Issuer, and has a combined capital until the Issuer shall have been notified in writing of such Person and surplus of at least $400,000,000such Person’s notice address as provided for in Section 12.01, the Issuer shall be entitled to give and receive communications to/from the resigning Agent. Upon the acceptance of any appointment as an the Agent hereunder by a successorsuccessor Agent and the payment of the outstanding fees and expenses of the resigning or removed Agent, such that successor Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring Agent, or removed Agent and the retiring or removed Agent shall promptly (i) transfer to such successor Agent all sums and other items of Collateral held under the Security Instruments, together with all records and other documents necessary or appropriate in connection with the performance of the duties of the successor Agent under the Note Documents, and (ii) execute and deliver to such successor Agent such amendments to financing statements, and take such other actions, as may be reasonably requested in connection with the assignment to such successor Agent of the security interests created under the Security Instruments (the reasonable out-of-pocket expenses of which shall be borne by the Issuer), whereupon such retiring or removed Agent shall be discharged from its duties and obligations hereunder. After any retiring Agent’s resignation or any Agent’s removal hereunder as an Agent, as appropriate, under this Credit Agreement and the other Credit Documents and the provisions of this Section 10.9 11.06 shall inure to its benefit as to any actions taken or omitted to be taken by it while it was an the Agent under this Credit Agreement. If no successor Administrative Agent has accepted appointment as Administrative Agent within sixty (60) days after the retiring Administrative Agent's giving notice of resignation, the retiring Administrative Agent's resignation shall nevertheless become effective and the Lenders shall perform all duties of the Administrative Agent hereunder until such time, if any, as the Required Lenders appoint a successor Administrative Agent as provided for above. Likewise, if no successor Collateral Agent has accepted appointment as Collateral Agent within sixty (60) days after the retiring Collateral Agent's giving notice of resignation, the retiring Collateral Agent's resignation shall nevertheless become effective and the Lenders shall perform all duties of the Collateral Agent under the Collateral Documents until such time, if any, as the Required Lenders appoint a successor Collateral Agent as provided for above. Subject to the foregoing terms of this Section 10.9, there shall at all times be a Person or Persons serving as Administrative Agent hereunder and, so long as no Default or Event of Default shall have occurred and be continuing, the appointment of any new Administrative Agent shall require the consent of the Borrower (which consent shall not be unreasonably withheld)hereunder.

Successor Agent. Any Each Agent may, may resign as such at any time, resign time upon 20 days written at least 30 days' prior notice to the Lenders, the Issuing Bank and Borrower. Upon any such resignation, the Required Lenders shall have the right right, with, so long as no Default or Event of Default shall have occurred and be continuing, the consent of Borrower, to appoint a successor AgentAgent from among the Lenders. If no successor Agent shall have been so appointed by the Required Lenders, Lenders and shall have accepted such appointment, appointment within 30 days after the retiring Agent gives notice of its resignation, then the Borrower shall have retiring Agent may, on behalf of the right to Lenders and the Issuing Bank and without Borrower's consent, appoint a successor Agent provided such Agent, which successor is a Lender hereunder or shall be a commercial bank banking institution organized under the laws of the United States of America (or of any State thereof and has thereof) or a United States branch or agency of a commercial banking institution, in each case, having combined capital and surplus of at least $400,000,000250 million; provided that if such retiring Agent is unable to find a commercial banking institution which is willing to accept such appointment and which meets the qualifications set forth above, the retiring Agent's resignation shall nevertheless thereupon become effective, and the Lenders shall assume and perform all of the duties of the Agent hereunder until such time, if any, as the Required Lenders appoint a successor Agent. Upon the acceptance of any its appointment as an Agent hereunder by a successor, such successor Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring Agent, and the retiring Agent shall be discharged from its duties and obligations hereunder. 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 an Agent's resignation hereunder, as appropriate, under this Credit Agreement and the other Credit Documents and the provisions of this Article IX and Section 10.9 10.03 shall inure to continue in effect for the benefit of such retiring Agent, its benefit as to sub-agents and their respective Affiliates in respect of any actions taken or omitted to be taken by it any of them while it was an Agent under this Credit Agreement. If no successor Administrative Agent has accepted appointment acting as Administrative Agent within sixty (60) days after the retiring Administrative Agent's giving notice of resignation, the retiring Administrative Agent's resignation shall nevertheless become effective and the Lenders shall perform all duties of the Administrative Agent hereunder until such time, if any, as the Required Lenders appoint a successor Administrative Agent as provided for above. Likewise, if no successor Collateral Agent has accepted appointment as Collateral Agent within sixty (60) days after the retiring Collateral Agent's giving notice of resignation, the retiring Collateral Agent's resignation shall nevertheless become effective and the Lenders shall perform all duties of the Collateral Agent under the Collateral Documents until such time, if any, as the Required Lenders appoint a successor Collateral Agent as provided for above. Subject to the foregoing terms of this Section 10.9, there shall at all times be a Person or Persons serving as Administrative Agent hereunder and, so long as no Default or Event of Default shall have occurred and be continuing, the appointment of any new Administrative Agent shall require the consent of the Borrower (which consent shall not be unreasonably withheld).

Successor Agent. Any Agent may, may at any timetime give notice of its resignation to Lenders and Borrower, resign upon 20 days which resignation shall not be effective until the time at which the Required Lenders have delivered to Agent their written notice consent to the Lenderssuch resignation. Upon receipt of any such notice of resignation, the Required Lenders shall have the right right, in consultation with Borrower, to appoint a successor Agentsuccessor, 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 Agent shall have been so appointed by the Required Lenders, Lenders and shall have accepted such appointment, appointment within 30 thirty (30) days after the notice retiring Agent has received the written consent of the Required Lenders to such resignation, then the Borrower shall have the right to retiring Agent may on behalf of Lenders, appoint a successor Agent meeting the qualifications set forth above; provided that in no event shall any such successor is Agent be a Defaulting Lender and provided further that if the retiring Agent shall notify Borrower and Lenders that no qualifying Person has accepted such appointment, then such resignation shall nonetheless become effective in accordance with such notice and (1) the retiring Agent shall be discharged from its duties and obligations hereunder or a commercial bank organized and under the laws other Loan Documents (except that in the case of any collateral security held by Agent on behalf of the United States Lenders under any of America 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 of any State thereof and has through Agent shall instead be made by or to each Lender directly, until such time as the Lenders appoint a combined capital and surplus of at least $400,000,000successor Agent as provided for above in this Section 10.9. Upon the acceptance of any a successor’s appointment as an Agent hereunder by a successorhereunder, such successor Agent shall thereupon 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 duties and obligations as an Agent, as appropriate, hereunder or under this Credit Agreement and the other Credit 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 Borrower and such successor. After the retiring Agent’s resignation hereunder and under the other Loan Documents, the provisions of this Section 10.9 10 shall inure to continue in effect for the benefit of such retiring Agent, its benefit as to 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 was an Agent under this Credit Agreement. If no successor Administrative Agent has accepted appointment as Administrative Agent within sixty (60) days after the retiring Administrative Agent was acting as Agent's giving notice of resignation, the retiring Administrative Agent's resignation shall nevertheless become effective and the Lenders shall perform all duties of the Administrative Agent hereunder until such time, if any, as the Required Lenders appoint a successor Administrative Agent as provided for above. Likewise, if no successor Collateral Agent has accepted appointment as Collateral Agent within sixty (60) days after the retiring Collateral Agent's giving notice of resignation, the retiring Collateral Agent's resignation shall nevertheless become effective and the Lenders shall perform all duties of the Collateral Agent under the Collateral Documents until such time, if any, as the Required Lenders appoint a successor Collateral Agent as provided for above. Subject to the foregoing terms of this Section 10.9, there shall at all times be a Person or Persons serving as Administrative Agent hereunder and, so long as no Default or Event of Default shall have occurred and be continuing, the appointment of any new Administrative Agent shall require the consent of the Borrower (which consent shall not be unreasonably withheld).

Successor Agent. Any The Agent may, may resign at any time, resign upon 20 time by giving thirty (30) days prior written notice thereof to the Banks and the Borrower. The Majority Banks may remove the Agent at any time by giving thirty (30) days prior written notice to the LendersAgent, the other Banks and the Borrower. Upon any such resignationresignation or removal of the Agent, the Required Lenders Majority Banks shall have the right to appoint a successor Agent, with the consent of the Borrower (which consent shall not unreasonably be withheld, but which may in any event be withheld if (a) such proposed successor Agent fails to deliver evidence reasonably satisfactory to the Borrower that such proposed successor Agent is not a Foreign Person, (b) the Borrower in good faith concludes that the appointment of such proposed successor Agent could result in a violation of any law, rule, guideline or regulation, or a violation of, revocation of, failure to renew or modification of any order, facility security clearance or permit or (c) the credit standing of the proposed successor Agent is lower than that of the preceding Agent); provided, however, such consent of the Borrower shall not be required upon the occurrence and during the continuance of an Event of Default. If no successor Agent shall have been so appointed by the Required LendersMajority Banks, and shall have accepted such appointment, within 30 thirty (30) days after the retiring Agent gives notice of resignation, then the retiring Agent may, on behalf of the Banks and with the consent of the Borrower (which consent shall have the right to not be unreasonably withheld except as aforesaid), appoint a successor Agent provided such successor is a Lender hereunder or a commercial bank organized under the laws of the United States of America or of any State thereof and has a combined Agent, which shall have core capital and surplus of at least $400,000,000500,000,000. Upon the acceptance of any its appointment as an Agent hereunder by a successor, such successor Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring Agent, and the retiring Agent shall be discharged from its duties and obligations hereunder. After any retiring Agent's resignation hereunder as an Agent, as appropriate, under this Credit Agreement and the other Credit Documents and the provisions of this Section 10.9 Article shall inure to its benefit as to any actions taken or omitted to be taken by it while it was an Agent under this Credit AgreementAgent. If no In the event of any successor Administrative Agent has accepted appointment as Administrative Agent within sixty agent to NationsBank, (60i) days after all references herein to NationsBank shall be deemed to refer to such successor agent and (ii) all references to Charlotte, North Carolina shall be deemed to mean the retiring Administrative city in which the successor Agent's giving notice of resignation, the retiring Administrative Agent's resignation shall nevertheless become effective and the Lenders shall perform all duties of the Administrative Agent hereunder until such time, if any, as the Required Lenders appoint a successor Administrative Agent as provided for above. Likewise, if no successor Collateral Agent has accepted appointment as Collateral Agent within sixty (60) days after the retiring Collateral Agent's giving notice of resignation, the retiring Collateral Agent's resignation shall nevertheless become effective and the Lenders shall perform all duties of the Collateral Agent under the Collateral Documents until such time, if any, as the Required Lenders appoint a successor Collateral Agent as provided for above. Subject to the foregoing terms of this Section 10.9, there shall at all times be a Person or Persons serving as Administrative Agent hereunder and, so long as no Default or Event of Default shall have occurred and be continuing, the appointment of any new Administrative Agent shall require the consent of the Borrower (which consent shall not be unreasonably withheld)headquarters is located.

Successor Agent. Any Each Agent may, may resign as such at any time, resign time upon 20 days written at least thirty (30) days’ prior notice to the LendersLenders and the Borrower. Upon any such resignation, the Required Lenders shall have the right to appoint a successor AgentAgent from among the Lenders, with the consent of the Borrower (such consent not to be unreasonably withheld, delayed or conditioned and not required if a Default or Event of Default shall have occurred and be continuing). If no successor Agent shall have been so appointed by the Required Lenders, Lenders and no successor shall have accepted such appointment, appointment within 30 thirty (30) days after the retiring Agent gives notice of its resignation, then the Borrower shall have retiring Agent may, on behalf of the right to Lenders, appoint a successor Agent provided Agent, with the consent of the Borrower (such consent not to be unreasonably withheld, delayed or conditioned and not required if a Default or Event of Default shall have occurred and be continuing), which successor is a Lender hereunder or shall be a commercial bank banking institution organized under the laws of the United States of America (or of any State thereof and has thereof) or a United States branch or agency of a commercial banking institution, in each case, having combined capital and surplus of at least $400,000,000500,000,000; provided that if such retiring Agent is unable to find a commercial banking institution that is willing to accept such appointment and which meets the qualifications set forth above, the retiring Agent’s resignation shall nevertheless thereupon become effective and the retiring (or retired) Agent shall be discharged from its duties and obligations under the Loan Documents, and the Lenders shall assume and perform all of the duties of such Agent under the Loan Documents until such time, if any, as the Required Lenders appoint a successor Agent. 138 Upon the acceptance of any its appointment as an Agent hereunder by a successor, such successor Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring Agent, and the retiring (or retired) Agent shall be discharged from its duties and obligations under the Loan Documents (if not already discharged therefrom as provided above in this ‎Section 10.06). 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 an Agent’s resignation hereunder, as appropriate, under this Credit Agreement and the other Credit Documents and the provisions of this Section 10.9 ‎Article X, ‎Section 11.03 and Sections ‎11.08 to ‎11.10 shall inure to continue in effect for the benefit of such retiring Agent, its benefit as to sub-agents and their respective Affiliates in respect of any actions taken or omitted to be taken by it any of them while it was an Agent under this Credit Agreement. If no successor Administrative Agent has accepted appointment acting as Administrative Agent within sixty (60) days after the retiring Administrative Agent's giving notice of resignation, the retiring Administrative Agent's resignation shall nevertheless become effective and the Lenders shall perform all duties of the Administrative Agent hereunder until such time, if any, as the Required Lenders appoint a successor Administrative Agent as provided for above. Likewise, if no successor Collateral Agent has accepted appointment as Collateral Agent within sixty (60) days after the retiring Collateral Agent's giving notice of resignation, the retiring Collateral Agent's resignation shall nevertheless become effective and the Lenders shall perform all duties of the Collateral Agent under the Collateral Documents until such time, if any, as the Required Lenders appoint a successor Collateral Agent as provided for above. Subject to the foregoing terms of this Section 10.9, there shall at all times be a Person or Persons serving as Administrative Agent hereunder and, so long as no Default or Event of Default shall have occurred and be continuing, the appointment of any new Administrative Agent shall require the consent of the Borrower (which consent shall not be unreasonably withheld).

Successor Agent. Any The Agent may, may resign at any time, resign upon 20 days time by giving written notice thereof to the LendersLenders and the Borrower, but such resignation shall not become effective until acceptance by a successor agent of its appointment pursuant hereto. Upon any such resignation, the Required Lenders retiring Agent shall have the right to promptly appoint a successor Agentagent from among the Lenders which successor shall be experienced and sophisticated in entertainment industry lending, provided that such replacement is reasonably acceptable (as evidenced in writing) to the Required Lenders and the Borrower; provided, however, that such approval by the Borrower shall not be required at any time when a Default or Event of Default is continuing. If no successor Agent agent shall have been so appointed by the Required Lenders, retiring Agent and shall have accepted such appointment, within 30 days after the retiring agent’s giving of notice of resignation, then the Borrower shall have the right to may appoint a successor Agent agent (which successor may be replaced by the Required Lenders; provided that such successor is experienced and sophisticated in entertainment industry lending or media lending and reasonably acceptable to the Borrower), which shall be either a Lender hereunder or a commercial bank organized organized, licensed, carrying on business under the laws of the United States of America or of any State thereof and has shall have a combined capital and surplus of at least $400,000,000US$500,000,000 and shall be experienced and sophisticated in entertainment industry lending. Upon the acceptance of any appointment as an Agent hereunder by a successorsuccessor agent, such successor Agent agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring Agent, and the retiring Agent shall be discharged from its duties and obligations as an Agent, as appropriate, under this Credit Agreement and Agreement, the other Credit Fundamental Documents and any other credit documentation. After any retiring Agent’s resignation hereunder as Agent, the provisions of this Section 10.9 Article 12 and Article 13 shall inure to its benefit as to any actions taken or omitted to be taken by it while it was an Agent under this Credit Agreement. If no successor Administrative Agent has accepted appointment as Administrative Agent within sixty (60) days after the retiring Administrative Agent's giving notice of resignation, the retiring Administrative Agent's resignation shall nevertheless become effective and the Lenders shall perform all duties of the Administrative Agent hereunder until such time, if any, as the Required Lenders appoint a successor Administrative Agent as provided for above. Likewise, if no successor Collateral Agent has accepted appointment as Collateral Agent within sixty (60) days after the retiring Collateral Agent's giving notice of resignation, the retiring Collateral Agent's resignation shall nevertheless become effective and the Lenders shall perform all duties of the Collateral Agent under the Collateral Documents until such time, if any, as the Required Lenders appoint a successor Collateral Agent as provided for above. Subject to the foregoing terms of this Section 10.9, there shall at all times be a Person or Persons serving as Administrative Agent hereunder and, so long as no Default or Event of Default shall have occurred and be continuing, the appointment of any new Administrative Agent shall require the consent of the Borrower (which consent shall not be unreasonably withheld).

Successor Agent. Any The Agent may, may resign at any time, resign upon 20 days time by giving 30 days' prior written notice thereof to the LendersLenders and the Borrower. The Agent may be removed by the Required Lenders at any time by giving 30 days' prior written notice thereof to the Agent, the other Lenders and the Borrower. Upon any such resignationresignation 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 Lendersand consented to, and shall have accepted such appointment, within 30 90 days after the such notice of resignationresignation or removal, then the Borrower shall have retiring Agent may, on behalf of the right to Lenders, appoint a successor Agent. The resignation or removal of the Agent provided shall not become effective until a successor Agent shall have been appointed, consented to, if such consent is required under the terms hereof, and shall have accepted such appointment. Each successor is a Lender hereunder or Agent shall be a commercial bank organized or trust company organized, or having a branch or agency organized, under the laws of the United States of America or of any State thereof and has having a combined capital and surplus of at least $400,000,000500,000,000. Upon the acceptance by a successor Agent of any its appointment as an Agent hereunder by a successorhereunder, such successor Agent shall thereupon succeed to and become vested with all the properties, rights, powers, privileges and duties of the former Agent, without further act, deed or conveyance. Upon the effective date of resignation or removal of a retiring Agent, and the retiring such Agent shall be discharged from its duties and obligations as an Agent, as appropriate, under this Credit Agreement and the other Credit Documents and Loan Documents, but the provisions of this Section 10.9 Agreement shall inure to its benefit as to any actions taken or omitted to be taken by it while it was an Agent under this Credit Agreement. If no successor Administrative Agent has accepted appointment as Administrative Agent within sixty (60) days after the retiring Administrative Agent's giving notice of resignation, the retiring Administrative Agent's resignation shall nevertheless become effective and the Lenders shall perform all duties of the Administrative Agent hereunder until such time, if any, as the Required Lenders appoint a successor Administrative Agent as provided for above. Likewise, if no successor Collateral Agent has accepted appointment as Collateral Agent within sixty (60) days after the retiring Collateral Agent's giving notice of resignation, the retiring Collateral Agent's resignation shall nevertheless become effective and the Lenders shall perform all duties of the Collateral Agent under the Collateral Documents until such time, if any, as the Required Lenders appoint a successor Collateral Agent as provided for above. Subject to the foregoing terms of this Section 10.9, there shall at all times be a Person or Persons serving as Administrative Agent hereunder and, so long as no Default or Event of Default successor Agent shall have occurred and been appointed, then any notice or other communication required or permitted to be continuing, given by the appointment of any new Administrative Agent shall require be sufficiently given if given by the consent of Required Lenders, all notices or other communications required or permitted to be given to the Agent shall be given to each Lender, and all payments to be made to the Agent shall be made directly to the Borrower (which consent shall not be unreasonably withheld)or Lender for whose account such payment is made.

Successor Agent. Any Each Agent may, may resign at any time, resign time upon 20 days not less than thirty (30) days’ written notice to the Lenders, each LC Issuer and the Parent Borrower (provided that notice to the Parent Borrower shall not be required if a Specified Event of Default then exists). Upon receipt of any such notice of resignation, the Required Lenders shall have the right right, subject to the consent of the Parent Borrower (which consent shall not be unreasonably withheld or delayed, provided that the Parent Borrower’s consent shall not be required if a Specified Event of Default then exists), to appoint a successor Agentsuccessor, with written notice to all other Lenders of such appointment. If no such successor Agent shall have been so appointed by the Required Lenders, Lenders and shall have accepted such appointment, appointment within 30 thirty (30) days after the retiring Agent gives notice of its resignation, then the retiring Agent may on behalf of the Lenders and each LC Issuer appoint a successor Agent; provided, however, that if the Agent shall notify the Parent Borrower and the Lenders that no such successor which has accepted such appointment, then such resignation shall have nonetheless become effective in accordance with such notice and (i) the right retiring Agent shall be discharged from its duties and obligations hereunder and under the other Loan Documents (except that in the case of any collateral security held by such Agent on behalf of the Lenders or any LC Issuer under any of the Loan Documents, such retiring Agent shall continue to hold such collateral security until such time as a successor Agent is appointed) and (ii) all payments, communications and determinations provided to be made by, to or through such Agent shall instead be made by or to each Lender and LC Issuer directly, until such time as the Required Lenders appoint a successor Agent as provided such successor is a Lender hereunder or a commercial bank 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 $400,000,000for above in this Section 9.11. Upon the acceptance of any a successor’s appointment as an Agent hereunder by a successorhereunder, such successor Agent shall thereupon 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 duties and obligations as an Agent, as appropriate, hereunder or under this Credit Agreement and the other Credit Loan Documents (if not already discharged therefrom as provided above in this Section 9.11). The fees payable by the Parent Borrower to a successor Agent shall be the same as those payable to its predecessor 228 unless otherwise agreed between the Parent Borrower and such successor. After the retiring Administrative Agent’s resignation hereunder and under the other Loan Documents, the provisions of this Article IX and Section 10.9 10.02 shall inure to continue in effect for the benefit of such retiring Agent, its benefit as to sub-agents and their respective Related Parties in respect of any actions taken or omitted to be taken by it any of them while it was an Agent under this Credit Agreement. If no successor Administrative Agent has accepted appointment as Administrative Agent within sixty (60) days after the retiring Administrative Agent was acting as Agent's giving notice of resignation, the retiring Administrative Agent's resignation shall nevertheless become effective and the Lenders shall perform all duties of the Administrative Agent hereunder until such time, if any, as the Required Lenders appoint a successor Administrative Agent as provided for above. Likewise, if no successor Collateral Agent has accepted appointment as Collateral Agent within sixty (60) days after the retiring Collateral Agent's giving notice of resignation, the retiring Collateral Agent's resignation shall nevertheless become effective and the Lenders shall perform all duties of the Collateral Agent under the Collateral Documents until such time, if any, as the Required Lenders appoint a successor Collateral Agent as provided for above. Subject to the foregoing terms of this Section 10.9, there shall at all times be a Person or Persons serving as Administrative Agent hereunder and, so long as no Default or Event of Default shall have occurred and be continuing, the appointment of any new Administrative Agent shall require the consent of the Borrower (which consent shall not be unreasonably withheld).

Successor Agent. Any The Agent may, may resign at any timetime as Agent under this Fourth Restated Credit Agreement, resign upon 20 days the Notes or the Loan Documents by giving written notice thereof to the LendersLenders and the Company. Upon any such resignation, the Required Lenders shall have the right to will 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 notice of resignation, then the Borrower shall have the right to appoint a successor Agent provided such successor is a Lender hereunder or which will be a commercial bank organized under the laws of the United States of America or of any State thereof and has having a combined capital and surplus of at least $400,000,000150,000,000. So long as no Event of Default has occurred, the Company shall have the right to approve any successor Agent, which consent will not be unreasonably withheld or delayed. Upon the acceptance of any appointment as an Agent hereunder by a successor-90- 104 successor Agent, such successor Agent shall will thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring Agent, and the retiring Agent shall will be discharged from its duties and obligations as an Agent, as appropriate, under this Fourth Restated Credit Agreement and Agreement; PROVIDED, HOWEVER, that the other successor Agent will not be considered as a Lender for purposes of this Fourth Restated Credit Documents and Agreement. After any retiring Agent's resignation, the provisions of this Section 10.9 shall 15 will inure to its benefit as to any actions taken or omitted to be taken by it while it was an Agent under this Fourth Restated Credit Agreement. If no successor Administrative the other Lenders request the Agent has accepted appointment as Administrative Agent within sixty (60) days after the retiring Administrative Agent's giving notice of to resign, then, prior to such resignation, the retiring Administrative other Lenders shall cause the Agent to be paid all amounts owed to Agent hereunder, including, without limitation, the Agent's resignation Ratable Portion of all outstanding Advances and other Obligations, replacement Letters of Credit shall nevertheless become effective be substituted for any Letters of Credit issued by the Agent and Letters of Credit outstanding pursuant to this Fourth Restated Credit Agreement shall be returned to Agent without demand for payment by the Lenders shall perform all duties of the Administrative Agent hereunder until such time, if any, as the Required Lenders appoint a successor Administrative Agent as provided for above. Likewise, if no successor Collateral Agent has accepted appointment as Collateral Agent within sixty (60) days after the retiring Collateral Agent's giving notice of resignation, the retiring Collateral Agent's resignation shall nevertheless become effective and the Lenders shall perform all duties of the Collateral Agent under the Collateral Documents until such time, if any, as the Required Lenders appoint a successor Collateral Agent as provided for above. Subject to the foregoing terms of this Section 10.9, there shall at all times be a Person or Persons serving as Administrative Agent hereunder and, so long as no Default or Event of Default shall have occurred and be continuing, the appointment of any new Administrative Agent shall require the consent of the Borrower (which consent shall not be unreasonably withheld)beneficiaries thereof.

Successor Agent. Any Subject to the appointment of a successor as set forth herein, (i) the Administrative Agent mayor the Collateral Agent may be removed by the Borrower or the Required Lenders (in the case of the Collateral Agent, at any timesubject to the Security Agreement) if the Administrative Agent, the Collateral Agent or a controlling affiliate of the Administrative Agent or the Collateral Agent is a Defaulting Agent and (ii) the Administrative Agent and the Collateral Agent may resign as Administrative Agent or Collateral Agent, respectively, in each case upon 20 days written ten days’ notice to the LendersAdministrative Agent, the Lenders and the Borrower, as applicable. Upon any such resignationIf the Administrative Agent or the Collateral Agent shall be removed by the Borrower or the Required Lenders pursuant to clause (i) above or if the Administrative Agent or the Collateral Agent shall resign as Administrative Agent or Collateral Agent, as applicable, under this Agreement and the other Loan Documents, then the Required Lenders shall have appoint from among the right to appoint Lenders a successor Agentagent for the Lenders, which such successor agent shall be subject to approval by the Borrower; provided that such approval by the Borrower in connection with the appointment of any successor Administrative Agent shall only be required so long as no Event of Default under Section 9.1(a) or (f) has occurred and is continuing; provided further, that the Borrower shall not unreasonably withhold its approval of any successor Administrative Agent if such successor is a commercial bank with a consolidated combined capital and surplus of at least $5.0 billion. If no successor Agent shall have been so appointed by the Required Lenders, Lenders and approved by the Borrower (to the extent required) and shall have accepted such appointment, appointment within 30 45 days after the Administrative Agent or the Collateral Agent, as the case may be, gives notice of resignationits resignation or is notified that it is being removed, then the Borrower shall have Administrative Agent or Collateral Agent, as the right to case may be, may, on behalf of the Lenders appoint a successor Administrative Agent provided or Collateral Agent, as the case may be,, which shall be a bank with an office in New York, New York, or an Affiliate of any such bank. If no successor is a Lender hereunder Administrative Agent or a commercial bank organized under Collateral Agent, as the laws case may be, has been appointed pursuant to the immediately preceding sentence by the 45th day after the date such notice of resignation or removal, as applicable, the Administrative Agent’s or Collateral Agent’s resignation or removal, as applicable, shall become effective and the Required Lenders shall thereafter perform all the duties of the United States of America Administrative Agent or of Collateral Agent hereunder and/or under any State thereof and has other Loan Document until such time, if any, as the Required Lenders appoint a combined capital and surplus of at least $400,000,000successor Administrative Agent or Collateral Agent, as the case may be. Upon the acceptance successful appointment of any appointment as an Agent hereunder by a successorsuccessor agent, such successor Agent agent shall thereupon succeed to and become vested with all the rights, powers, privileges powers and duties of the retiring Administrative Agent or the Collateral Agent, as applicable, and the retiring term “Administrative Agent” or “Collateral Agent”, as applicable, shall mean such successor agent effective upon such appointment and approval, and the former Agent’s rights, powers and duties as Administrative Agent shall be discharged from its duties and obligations as an or Collateral Agent, as appropriateapplicable, under 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 Credit Agreement and or any holders of the other Credit Documents and Term Loans. After any retiring Agent’s resignation or removal as Agent, the provisions of this Section 10.9 10 (including Section 10.9) shall inure to its benefit as to any actions taken or omitted to be taken by it while it was an Agent under this Credit Agreement. If no successor Administrative Agent has accepted appointment as Administrative Agent within sixty (60) days after the retiring Administrative Agent's giving notice of resignation, the retiring Administrative Agent's resignation shall nevertheless become effective Agreement and the Lenders shall perform all duties of other Loan Documents. The fees payable by the Administrative Agent hereunder until such time, if any, as the Required Lenders appoint Borrower to a successor Administrative Agent shall be the same as provided for abovethose payable to its predecessor unless otherwise agreed between the Borrower and such successor. Likewise, if no successor Collateral Agent has accepted appointment as Collateral Agent within sixty (60) days after In the retiring case of 10023685561003003016v52 #8894688589588927v75 the Collateral Agent's giving notice of resignation, the retiring Collateral Agent's resignation shall nevertheless become effective and the Lenders shall perform all duties of the Collateral Agent under the Collateral Documents until such time, if any, as the Required Lenders appoint a successor Collateral Agent as provided for above. Subject to the foregoing terms provision of this Section 10.9, there 10.9 shall at in all times respects be a Person or Persons serving as Administrative Agent hereunder and, so long as no Default or Event of Default shall have occurred and be continuing, subject to the appointment of any new Administrative Agent shall require the consent provisions of the Borrower (which consent shall not be unreasonably withheld)Security Agreement.

Successor Agent. Any Agent may, may at any timetime give notice of its resignation to Lenders and Borrower, resign upon 20 days which resignation shall not be effective until the time at which the majority of the Lenders have delivered to Agent their written notice consent to the Lenderssuch resignation. Upon receipt of any such notice of resignation, the Required Lenders shall have the right right, in consultation with Borrower, to appoint a successor Agentsuccessor, 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 Agent shall have been so appointed by the Required Lenders, Lenders and shall have accepted such appointment, appointment within 30 thirty (30) days after the notice retiring Agent has received the written consent of the majority of the Lenders to such resignation, then the Borrower shall have the right to retiring Agent may on behalf of Lenders, appoint a successor Agent meeting the qualifications set forth above; provided that in no event shall any such successor is Agent be a Defaulting Lender and provided further that if the retiring Agent shall notify Borrower and Lenders that no qualifying Person has accepted such appointment, then such resignation shall nonetheless become effective in accordance with such notice and (1) the retiring Agent shall be discharged from its duties and obligations hereunder or a commercial bank organized and under the laws other Loan Documents (except that in the case of any collateral security held by Agent on behalf of the United States Lenders under any of America 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 of any State thereof and has through Agent shall instead be made by or to each Lender directly, until such time as the Lenders appoint a combined capital and surplus of at least $400,000,000successor Agent as provided for above in this Section 10.9. Upon the acceptance of any a successor’s appointment as an Agent hereunder by a successorhereunder, such successor Agent shall thereupon succeed to and become vested with all of the rights, powers, privileges and duties of the retiring 224419752 v2 (or retired) Agent, and the retiring Agent shall be discharged from all of its duties and obligations as an Agent, as appropriate, hereunder or under this Credit Agreement and the other Credit 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 Borrower and such successor. After the retiring Agent’s resignation hereunder and under the other Loan Documents, the provisions of this Section 10.9 10 shall inure to continue in effect for the benefit of such retiring Agent, its benefit as to 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 was an Agent under this Credit Agreement. If no successor Administrative Agent has accepted appointment as Administrative Agent within sixty (60) days after the retiring Administrative Agent was acting as Agent's giving notice of resignation, the retiring Administrative Agent's resignation shall nevertheless become effective and the Lenders shall perform all duties of the Administrative Agent hereunder until such time, if any, as the Required Lenders appoint a successor Administrative Agent as provided for above. Likewise, if no successor Collateral Agent has accepted appointment as Collateral Agent within sixty (60) days after the retiring Collateral Agent's giving notice of resignation, the retiring Collateral Agent's resignation shall nevertheless become effective and the Lenders shall perform all duties of the Collateral Agent under the Collateral Documents until such time, if any, as the Required Lenders appoint a successor Collateral Agent as provided for above. Subject to the foregoing terms of this Section 10.9, there shall at all times be a Person or Persons serving as Administrative Agent hereunder and, so long as no Default or Event of Default shall have occurred and be continuing, the appointment of any new Administrative Agent shall require the consent of the Borrower (which consent shall not be unreasonably withheld).

Successor Agent. Any Each Agent may, may resign as such at any time, resign time upon 20 days written at least 10 days’ prior notice to the Lenders, the Issuing Bank and Borrower. Upon any such resignation, the Required Lenders shall have the right right, in consultation with Borrower, to appoint a successor AgentAgent from among the Lenders. If no successor Agent shall have been so appointed by the Required Lenders, Lenders and shall have accepted such appointment, appointment within 30 10 days after the retiring Agent gives notice of its resignation, then the Borrower shall have retiring Agent may, on behalf of the right to Lenders and the Issuing Bank, appoint a successor Agent provided such Agent, which successor is a Lender hereunder or shall be a commercial bank banking institution organized under the laws of the United States of America (or of any State thereof and has thereof) or a United States branch or agency of a commercial banking institution, in each case, having combined capital and surplus of at least $400,000,000500,000,000; provided that if such retiring Agent is unable to find a commercial banking institution that is willing to accept such appointment and which meets the qualifications set forth above, the retiring Agent’s resignation shall nevertheless thereupon become effective and the retiring (or retired) Agent shall be discharged from its duties and obligations under the Loan Documents, and the Lenders shall assume and perform all of the duties of the Agent under the Loan Documents until such time, if any, as the Required Lenders appoint a successor Agent. Upon the acceptance of any its appointment as an Agent hereunder by a successor, such successor Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring Agent, and the retiring (or retired) Agent shall be discharged from its duties and obligations under the Loan Documents. The fees payable by Borrower to a successor Agent shall be the same as those payable to its predecessor unless otherwise agreed between Borrower and such successor. After an Agent’s resignation hereunder, as appropriate, under this Credit Agreement and the other Credit Documents and the provisions of this Article X, Section 10.9 11.03 and Sections 11.08 to 11.10 shall inure to continue in effect for the benefit of such retiring Agent, its benefit as to sub-agents and their respective Affiliates in respect of any actions taken or omitted to be taken by it any of them while it was an Agent under this Credit Agreement. If no successor Administrative Agent has accepted appointment acting as Administrative Agent within sixty (60) days after the retiring Administrative Agent's giving notice of resignation, the retiring Administrative Agent's resignation shall nevertheless become effective and the Lenders shall perform all duties of the Administrative Agent hereunder until such time, if any, as the Required Lenders appoint a successor Administrative Agent as provided for above. Likewise, if no successor Collateral Agent has accepted appointment as Collateral Agent within sixty (60) days after the retiring Collateral Agent's giving notice of resignation, the retiring Collateral Agent's resignation shall nevertheless become effective and the Lenders shall perform all duties of the Collateral Agent under the Collateral Documents until such time, if any, as the Required Lenders appoint a successor Collateral Agent as provided for above. Subject to the foregoing terms of this Section 10.9, there shall at all times be a Person or Persons serving as Administrative Agent hereunder and, so long as no Default or Event of Default shall have occurred and be continuing, the appointment of any new Administrative Agent shall require the consent of the Borrower (which consent shall not be unreasonably withheld).

Successor Agent. Any Each Agent may, may resign as such at any time, resign time upon 20 days written at least 10 days’ prior notice to the Lenders, the Issuing Bank and Borrower. Upon any such resignation, the Required Lenders shall have the right right, with the written consent of Borrower (not to be unreasonably withheld or delayed) so long as no Event of Default has occurred and is continuing, to appoint a successor AgentAgent from among the Lenders. If no successor Agent shall have been so appointed by the Required Lenders, Lenders and shall have accepted such appointment, appointment within 30 10 days after the retiring Agent gives notice of its resignation, then the Borrower shall have retiring Agent may, on behalf of the right to Lenders and the Issuing Bank, appoint a successor Agent provided such with the written consent of the Borrower (not to be unreasonably withheld or delayed) so long as no Event of Default has occurred and is continuing, which successor is a Lender hereunder or shall be a commercial bank banking institution organized under the laws of the United States of America (or of any State thereof and has thereof) or a United States branch or agency of a commercial banking institution, in each case, having combined capital and surplus of at least $400,000,000500,000,000; provided that if such retiring Agent is unable to find a commercial banking institution that is willing to accept such appointment and which meets the qualifications set forth above, the retiring Agent’s resignation shall nevertheless thereupon become effective and the retiring (or retired) Agent shall be discharged from its duties and obligations under the Loan Documents, and the Lenders shall assume and perform all of the duties of the Agent under the Loan Documents until such time, if any, as the Required Lenders appoint a successor Agent. Upon the acceptance of any its appointment as an Agent hereunder by a successor, such successor Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring Agent, and the retiring (or retired) Agent shall be discharged from its duties and obligations under the Loan Documents. The fees payable by Borrower to a successor Agent shall be the same as those payable to its predecessor unless otherwise agreed between Borrower and such successor. After an Agent’s resignation hereunder, as appropriate, under this Credit Agreement and the other Credit Documents and the provisions of this Article IX and Section 10.9 10.03 shall inure to continue in effect for the benefit of such retiring Agent, its benefit as to sub-agents and their respective Affiliates in respect of any actions taken or omitted to be taken by it any of them while it was an Agent under this Credit Agreement. If no successor Administrative Agent has accepted appointment acting as Administrative Agent within sixty (60) days after the retiring Administrative Agent's giving notice of resignation, the retiring Administrative Agent's resignation shall nevertheless become effective and the Lenders shall perform all duties of the Administrative Agent hereunder until such time, if any, as the Required Lenders appoint a successor Administrative Agent as provided for above. Likewise, if no successor Collateral Agent has accepted appointment as Collateral Agent within sixty (60) days after the retiring Collateral Agent's giving notice of resignation, the retiring Collateral Agent's resignation shall nevertheless become effective and the Lenders shall perform all duties of the Collateral Agent under the Collateral Documents until such time, if any, as the Required Lenders appoint a successor Collateral Agent as provided for above. Subject to the foregoing terms of this Section 10.9, there shall at all times be a Person or Persons serving as Administrative Agent hereunder and, so long as no Default or Event of Default shall have occurred and be continuing, the appointment of any new Administrative Agent shall require the consent of the Borrower (which consent shall not be unreasonably withheld).

Successor Agent. The Agent may resign at any time as Agent under the Loan Documents by giving written notice thereof to the Lenders and the Borrower. The Agent may be removed as 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 (as determined by a court of competent jurisdiction in a final and non-appealable decision) or (ii) it being a Defaulting Lender or meeting the criteria of a Defaulting Lender. Any Agent such removal or resignation may, at any timethe Agent’s option, resign upon 20 days written notice to the Lendersalso constitute its resignation as Issuing Lender. Upon any such resignationresignation or removal, the Required Requisite Lenders (other than the Lender then acting as Agent, in the case of the removal of the Agent under the immediately preceding sentence) shall have the right to 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 $5,000,000,000, which appointment shall, provided no Default or Event of Default shall have occurred and be continuing, be subject to the Borrower’s approval, which approval shall not be unreasonably withheld or delayed (except that the Borrower shall, in all events, be deemed to have approved each Lender (and its affiliates) holding at least ten percent (10%) of the outstanding principal amount of Loans and unused Commitments (calculated at the time Agent gives notice of its resignation) as a successor Agent). If no successor Agent shall have been so appointed by in accordance with the Required Lendersimmediately preceding sentence, and shall have accepted such appointment, within 30 thirty (30) days after the resigning Agent’s giving of notice of resignationresignation or the Lenders’ removal of the resigning Agent, then the Borrower shall have resigning or removed Agent may, on behalf of the right to Lenders, appoint a successor Agent provided such successor is Agent, which shall be a Lender, if any Lender hereunder or shall be willing to serve, and otherwise shall be a commercial bank organized under the laws of the United States of America or of any State thereof and has a having total combined capital and surplus assets of at least $400,000,0005,000,000,000. Upon the acceptance of any appointment as an Agent hereunder by a successorsuccessor Agent, such successor Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring Agent, and the retiring Agent shall be discharged from its duties and obligations under the Loan Documents as an Agent. After any Agent’s resignation or removal hereunder as Agent, as appropriate, under this Credit Agreement and the other Credit Documents and the provisions of this Section 10.9 Article XI and all provisions of this Agreement shall continue to inure to its benefit as to any actions taken or omitted to be taken by it while it was an Agent under this Credit Agreement. If no successor Administrative Agent has accepted appointment as Administrative Agent within sixty (60) days after the retiring Administrative Agent's giving notice of resignation, the retiring Administrative Agent's resignation shall nevertheless become effective and the Lenders shall perform all duties of the Administrative Agent hereunder until such time, if any, as the Required Lenders appoint a successor Administrative Agent as provided for above. Likewise, if no successor Collateral Agent has accepted appointment as Collateral Agent within sixty (60) days after the retiring Collateral Agent's giving notice of resignation, the retiring Collateral Agent's resignation shall nevertheless become effective and the Lenders shall perform all duties of the Collateral Agent under the Collateral Documents until such time, if any, as the Required Lenders appoint a successor Collateral Agent as provided for above. Subject to the foregoing terms of this Section 10.9, there shall at all times be a Person or Persons serving as Administrative Agent hereunder and, so long as no Default or Event of Default shall have occurred and be continuing, the appointment of any new Administrative Agent shall require the consent of the Borrower (which consent shall not be unreasonably withheld)Loan Documents.

Successor Agent. Any The Administrative Agent may, may at any time, resign upon 20 days written time give notice of its resignation to the Lenders, the Swingline Lender, the Letter of Credit Issuer and the Borrower. If the Administrative Agent and/or Swingline Lender becomes a Defaulting Lender, then such Administrative Agent or Swingline Lender may be removed as the Administrative Agent or Swingline Lender, as the case may be, at the reasonable request of the Borrower and the Required Lenders. Upon receipt of any such resignationnotice of resignation or removal, as the case may be, the Required Majority Lenders shall have the right right, subject to the consent of the Borrower (not to be unreasonably withheld or delayed) so long as no Default under Section 11.1 or 11.5 is continuing, to appoint a successor, which shall be a bank with an office in the United States, or an Affiliate of any such bank with an office in the United States. If, in the case of the resignation of the Administrative Agent, no such successor Agent. If no successor Agent shall have been so appointed by the Required Lenders, Majority Lenders and shall have accepted such appointment, appointment within 30 days after the Administrative Agent gives notice of its resignation, then the Borrower shall have Administrative Agent may on behalf of the right to Lenders, the Swingline Lender and the Letter of Credit Issuer, appoint a successor Administrative Agent provided such successor is a Lender hereunder or a commercial bank organized under meeting the laws of the United States of America or of any State thereof and has a combined capital and surplus of at least $400,000,000qualifications set forth above. Upon the acceptance of any a successor’s appointment as an the Administrative Agent hereunder hereunder, and upon the execution and filing or recording of such financing statements, or amendments thereto, and such other instruments or notices, as may be necessary or desirable, or as the Majority Lenders may request, in order to continue the perfection of the Liens granted or purported to be granted by a successorthe Security Documents, such successor Agent shall thereupon succeed to and become vested with all of the rights, powers, privileges and duties of the retiring (or retired) Administrative Agent, and the retiring Administrative Agent shall be discharged from all of its duties and obligations as an Agent, as appropriate, hereunder or under this Credit Agreement and the other Credit Documents (if not already discharged therefrom as provided above in this Section). The fees payable by the Borrower (following the effectiveness of such appointment) to the successor Administrative Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Borrower and such successor. After the retiring Administrative Agent’s resignation hereunder and under the other Credit Documents, the provisions of this Section 10.9 12 (including Section 12.7) and Section 13.5 shall inure to continue in effect for the benefit of such retiring Administrative Agent, its benefit as to sub agents and their respective Related Parties in respect of any actions taken or omitted to be taken by it any of them while it was an Agent under this Credit Agreement. If no successor the retiring Administrative Agent has accepted was acting as the Administrative Agent. Any resignation of any Person as Administrative Agent pursuant to this Section shall also constitute its resignation as Letter of Credit Issuer and Swingline Lender. Upon the acceptance of a successor’s appointment as Administrative Agent within sixty hereunder, (60a) days after such successor shall succeed to and become vested with all of the retiring Administrative Agent's giving notice of resignationrights, the retiring Administrative Agent's resignation shall nevertheless become effective powers, privileges and the Lenders shall perform all duties of the Administrative Agent retiring Letter of Credit Issuer, (b) the retiring Letter of Credit Issuer shall be discharged from all of their respective duties and obligations hereunder until such timeor under the other Credit Documents, and (c) the successor Letter of Credit Issuer shall issue letters of credit in substitution for the Letters of Credit, if any, as outstanding at the Required Lenders appoint a successor Administrative Agent as provided for above. Likewise, if no successor Collateral Agent has accepted appointment as Collateral Agent within sixty (60) days after time of such succession or make other arrangements satisfactory to the retiring Collateral Agent's giving notice Letter of resignation, Credit Issuer to effectively assume the obligations of the retiring Collateral Agent's resignation shall nevertheless become effective and the Lenders shall perform all duties Letter of the Collateral Agent under the Collateral Documents until Credit Issuer with respect to such time, if any, as the Required Lenders appoint a successor Collateral Agent as provided for above. Subject to the foregoing terms Letters of this Section 10.9, there shall at all times be a Person or Persons serving as Administrative Agent hereunder and, so long as no Default or Event of Default shall have occurred and be continuing, the appointment of any new Administrative Agent shall require the consent of the Borrower (which consent shall not be unreasonably withheld)Credit.

Successor Agent. Any The Agent may, may resign at any time, resign upon 20 days time by giving five (5) Business Days’ written notice thereof to the Lenders, the Issuing Banks, and the Lead Borrower. Upon any such resignationresignation of the Agent, the Required Lenders shall have the right to appoint a successor Agent, which so long as there is no Event of Default shall be reasonably satisfactory to the Lead Borrower (whose consent shall not be unreasonably withheld or delayed). If no successor Agent shall have been so appointed by the Required Lenders, Lenders and shall have accepted such appointment, within 30 days after the retiring Agent’s giving of notice of resignation, then the Borrower shall have retiring Agent may, on behalf of the right to Lenders and the Issuing Banks, appoint a successor Agent provided such successor is a Lender hereunder or which shall be (i) a commercial bank (or affiliate thereof) organized under the laws of the United States of America or of any State thereof and has having a combined capital and surplus of at a least $400,000,000100,000,000, (ii) or a Lender capable of complying with all of the duties of the Agent (and the Issuing Banks), hereunder (in the opinion of the retiring Agent and as certified to the Lenders in writing by such successor Agent) which, in the case of clause (i) and (ii) above, so long as there is no Event of Default shall be reasonably satisfactory to the Lead Borrower (whose consent shall not be unreasonably withheld or delayed). Upon the acceptance of any appointment as an Agent hereunder by a successorsuccessor Agent, such successor Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring Agent, Agent and the retiring Agent shall be discharged from its duties and obligations under this Agreement. After any retiring Agent’s resignation hereunder as an such Agent, as appropriate, under this Credit Agreement and the other Credit Documents and the provisions of this Section 10.9 ARTICLE VIII shall inure to its benefit as to any actions taken or omitted to be taken by it while it was an such Agent under this Credit Agreement. If no successor Administrative Agent has accepted appointment as Administrative Agent within sixty (60) days after the retiring Administrative Agent's giving notice of resignation, the retiring Administrative Agent's resignation shall nevertheless become effective and the Lenders shall perform all duties of the Administrative Agent hereunder until such time, if any, as the Required Lenders appoint a successor Administrative Agent as provided for above. Likewise, if no successor Collateral Agent has accepted appointment as Collateral Agent within sixty (60) days after the retiring Collateral Agent's giving notice of resignation, the retiring Collateral Agent's resignation shall nevertheless become effective and the Lenders shall perform all duties of the Collateral Agent under the Collateral Documents until such time, if any, as the Required Lenders appoint a successor Collateral Agent as provided for above. Subject to the foregoing terms of this Section 10.9, there shall at all times be a Person or Persons serving as Administrative Agent hereunder and, so long as no Default or Event of Default shall have occurred and be continuing, the appointment of any new Administrative Agent shall require the consent of the Borrower (which consent shall not be unreasonably withheld).

Successor Agent. Any Each Agent may, may resign as such at any time, resign time upon 20 days written at least 30 days’ prior notice to the Lenders, the Issuing Bank and Borrower. Upon any such resignation, the Required Lenders shall have the right right, in consultation with Borrower, to appoint a successor AgentAgent from among the Lenders. If no successor Agent shall have been so appointed by the Required Lenders, Lenders and shall have accepted such appointment, appointment within 30 days after the retiring Agent gives notice of its resignation, then the Borrower shall have retiring Agent may, on behalf of the right to Lenders and the Issuing Bank, appoint a successor Agent provided such Agent, which successor is a Lender hereunder or shall be a commercial bank banking institution organized under the laws of the United States of America (or of any State thereof and has thereof) or a United States branch or agency of a commercial banking institution or a non-bank financial institution, in each case, having combined capital and surplus of at least $400,000,000250 million; provided that if such retiring Agent is unable to find a commercial banking institution or a non-bank financial institution which is willing to accept such appointment and which meets the qualifications set forth above, the retiring Agent’s resignation shall nevertheless thereupon become effective, and the Lenders shall assume and perform all of the duties of the Agent hereunder until such time, if any, as the Required Lenders appoint a successor Agent. Upon the acceptance of any its appointment as an Agent hereunder by a successor, such successor Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring Agent, and the retiring Agent shall be discharged from its duties and obligations hereunder. 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 an Agent’s resignation hereunder, as appropriate, under this Credit Agreement and the other Credit Documents and the provisions of this Article X and Section 10.9 11.03 shall inure to continue in effect for the benefit of such retiring Agent, its benefit as to sub-agents and their respective Affiliates in respect of any actions taken or omitted to be taken by it any of them while it was an Agent under this Credit Agreement. If no successor Administrative Agent has accepted appointment acting as Administrative Agent within sixty (60) days after the retiring Administrative Agent's giving notice of resignation, the retiring Administrative Agent's resignation shall nevertheless become effective and the Lenders shall perform all duties of the Administrative Agent hereunder until such time, if any, as the Required Lenders appoint a successor Administrative Agent as provided for above. Likewise, if no successor Collateral Agent has accepted appointment as Collateral Agent within sixty (60) days after the retiring Collateral Agent's giving notice of resignation, the retiring Collateral Agent's resignation shall nevertheless become effective and the Lenders shall perform all duties of the Collateral Agent under the Collateral Documents until such time, if any, as the Required Lenders appoint a successor Collateral Agent as provided for above. Subject to the foregoing terms of this Section 10.9, there shall at all times be a Person or Persons serving as Administrative Agent hereunder and, so long as no Default or Event of Default shall have occurred and be continuing, the appointment of any new Administrative Agent shall require the consent of the Borrower (which consent shall not be unreasonably withheld).

Successor Agent. Any The Agent may, may resign at any time, resign --------------- effective upon 20 days the appointment and acceptance of a successor Agent as provided below, by giving written notice thereof to each Senior Class Agent, each Senior Class Conduit, each Bank Investor, the LendersTransferor and the Servicer, and may be removed at any time (i) with cause by holders of more than 50% of the aggregate Senior Class Investor Amounts or (ii) without cause at the direction of the Servicer provided that the Bank Investor affiliated with the successor Agent provides a Commitment equal to at least the Commitment of the former Agent as adjusted after the appointment of the successor Agent. Upon any removal of the Agent without cause pursuant to clause (ii) of the preceding sentence, the Servicer shall appoint a successor Agent. Upon any such resignationresignation or a removal for cause, the Required Lenders continuing and new Bank Investors representing not less than 50% of the new aggregate Commitment amount shall have appoint a successor Agent affiliated with the right to appoint continuing or new Bank Investor, with the Servicer's consent, which shall not be unreasonably withheld. Each Senior Class Conduit and each Bank Investor agrees that it shall not unreasonably withhold or delay its approval of the appointment of a successor Agent. If no such successor Agent shall have been so appointed by the Required Lendersappointed, and shall have accepted such appointment, within 30 days after the retiring Agent's giving of notice of resignation, resignation or the holders of more than 50% of the aggregate Senior Class Investor Amounts removal of the retiring Agent then the Borrower shall have retiring Agent may, on behalf of the right to Senior Class Conduits and the Bank Investors, appoint a successor Agent provided such which successor is a Lender hereunder or Agent shall be either (i) a commercial bank organized under the laws of the United States of America or of any State state thereof and has have a combined capital and surplus of at least $400,000,000500,000,000 or (ii) an Affiliate of such a bank. Upon the acceptance of any appointment as an Agent hereunder by a successorsuccessor Agent, such successor Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring Agent, and the retiring Agent shall be discharged from its duties and obligations under this Agreement. After any retiring Agent's resignation or removal hereunder as an Agent, as appropriate, under this Credit Agreement and the other Credit Documents and the provisions of this Section 10.9 Article V shall continue to inure to its benefit as to any actions taken or omitted to be taken by it while it was an Agent under this Credit Agreement. If no The successor Administrative Agent has accepted appointment as Administrative Agent within sixty (60) days after agent shall promptly notify the retiring Administrative Agent's giving notice of resignation, the retiring Administrative Agent's resignation shall nevertheless become effective Transferor and the Lenders shall perform all duties Servicer of the Administrative Agent hereunder until such time, if any, as the Required Lenders appoint a successor Administrative Agent as provided for above. Likewise, if no successor Collateral Agent has accepted its appointment as Collateral Agent within sixty (60) days after the retiring Collateral Agent's giving notice of resignation, the retiring Collateral Agent's resignation shall nevertheless become effective and the Lenders shall perform all duties of the Collateral Agent under the Collateral Documents until such time, if any, as the Required Lenders appoint a successor Collateral Agent as provided for above. Subject to the foregoing terms of this Section 10.9, there shall at all times be a Person or Persons serving as Administrative Agent hereunder and, so long as no Default or Event of Default shall have occurred and be continuing, the appointment of any new Administrative Agent shall require the consent of the Borrower (which consent shall not be unreasonably withheld)hereunder.

Successor Agent. Any The Agent may, may resign at any time, resign upon 20 days time by giving 30 days' prior written notice thereof to the LendersLenders and the Borrower. The Agent may be removed by the Required Lenders with or without cause at any time by giving 30 days' prior written notice thereof to the Agent, the other Lenders and the Borrower. Upon any such resignationresignation 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 Lendersand consented to, and shall have accepted such appointment, within 30 days after the such notice of resignationresignation or removal, then the Borrower -51- 57 retiring Agent may (but shall have the right to not be required to) appoint a successor Agent. The appointment of any successor Agent, if not a Lender, shall be subject to the consent of the Borrower (which consent may not be unreasonably withheld or delayed), provided, that the consent of the Borrower shall not be required if an Event of Default specified in subsections (m) or (n) of Section 7.3 shall occur or exist with respect to the Borrower. Each successor Agent provided such successor is a Lender hereunder or shall be a commercial bank or trust company organized or licensed under the laws of the United States of America or of any State thereof and has having a combined capital and surplus of at least $400,000,0001,000,000,000. Upon the acceptance by a successor Agent of any its appointment as an Agent hereunder by a successorhereunder, such successor Agent shall thereupon succeed to and become vested with all the properties, rights, powers, privileges and duties of the former Agent in its capacity as such, without further act, deed or conveyance. Upon the effective date of resignation or removal of a retiring Agent, and the retiring such Agent shall be discharged from its duties and obligations as an Agent, as appropriate, such under this Credit Agreement and the other Credit Documents and Loan Documents, but the provisions of this Section 10.9 Agreement shall inure to its benefit as to any actions taken or omitted to be taken by it while it was an Agent under this Credit Agreement. If no successor Administrative Agent has accepted appointment as Administrative Agent within sixty (60) days after the retiring Administrative Agent's giving notice of resignation, the retiring Administrative Agent's resignation shall nevertheless become effective and the Lenders shall perform all duties of the Administrative Agent hereunder until such time, if any, as the Required Lenders appoint a successor Administrative Agent as provided for above. Likewise, if no successor Collateral Agent has accepted appointment as Collateral Agent within sixty (60) days after the retiring Collateral Agent's giving notice of resignation, the retiring Collateral Agent's resignation shall nevertheless become effective and the Lenders shall perform all duties of the Collateral Agent under the Collateral Documents until such time, if any, as the Required Lenders appoint a successor Collateral Agent as provided for above. Subject to the foregoing terms of this Section 10.9, there shall at all times be a Person or Persons serving as Administrative Agent hereunder and, so long as no Default or Event of Default successor Agent shall have occurred and been appointed, then any notice or other communication required or permitted to be continuing, given by the appointment of any new Administrative Agent shall require be sufficiently given if given by the consent of Required Lenders, all notices or other communications required or permitted to be given to the Agent shall be given to each Lender, and all payments to be made to the Agent shall be made directly to the Borrower (which consent shall not be unreasonably withheld)or the Lender Party for whose account such payment is made.

Successor Agent. Any The Agent may, acting hereunder at any timetime may resign by an instrument in writing addressed and delivered, resign upon 20 60 days prior to the effectiveness of such resignation, to each Liquidity Lender, the Liquidity Agent, the Support Credit Enhancers, the Placement Agents, the Dealers, NFC, each Rating Agency and the Depositary, and may be removed at any time with or without cause by an instrument in writing duly executed by or on behalf of the Required Liquidity Providers with written notice to each of the LendersRating Agencies. Upon any such resignationSubject to the provisions hereof, the Required Lenders Liquidity Providers shall have appoint, subject to the right to appoint written consent of NFC (which consent shall not be unreasonably withheld), a successor Agentto the 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. If no successor Agent shall have been so appointed by Upon the Required Lenders, making and shall have accepted acceptance of such appointment, within 30 days after the notice of resignation, then the Borrower shall have the right to appoint a execution and delivery by such successor Agent provided of a ratifying instrument pursuant to which such successor is a Lender hereunder or a commercial bank organized under Agent agrees to assume the laws duties and obligations imposed on the Agent by the terms of this Collateral Agreement, and the delivery to such successor Agent of the United States of America or of any State thereof Assigned Collateral, the Deposited Funds and has a combined capital documents and surplus of at least $400,000,000. Upon instruments then held by the acceptance of any appointment as an Agent hereunder by a successorretiring Agent, such successor Agent shall thereupon succeed to and become vested with all the estate, rights, powers, privileges remedies, privileges, immunities, indemnities, duties and duties obligations hereby granted to or conferred or imposed upon the retiring Agent named herein, and one such appointment and designation shall not exhaust the right to appoint and designate further successor Agents hereunder. No removal or resignation of the retiring AgentAgent shall be effective unless and until a successor Agent has been duly appointed, and the retiring appointment of such successor Agent has been accepted by such successor Agent. No Agent shall be discharged from its duties or obligations hereunder until the Assigned Collateral, the Deposited Funds and obligations documents and instruments then held by such retiring Agent shall have been transferred or delivered to the successor Agent in its capacity as an bank or trust company, until all Deposited Funds held in the Accounts and the Cash Collateral Accounts maintained with or in the name of the retiring Agent shall have been transferred to the new Collateral Account and until such retiring Agent shall have executed and delivered to the successor Agent appropriate instruments substituting such successor Agent as Beneficiary of NFC for purposes of the Master Collateral Agency Agreement and assigning the retiring Agent's interest in the Assigned Collateral, the Accounts, the Cash Collateral Accounts, the Deposited Funds and Eligible Investments to the successor Agent. If no successor 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 Agent, then, subject to the provisions hereof, the retiring Agent may appoint a successor Agent with the written consent of the Liquidity Agent, the Support Credit Enhancers and (so long as appropriateno Amortization Event (other than a Scheduled Amortization Event) or Loan Event of Default then exists) NFC, under this Credit Agreement which consent shall not be unreasonably withheld. Each such successor Agent shall provide NFC, each Liquidity Lender, the Liquidity Agent, the Depositary and the other Support Credit Documents Enhancers with its address, and telephone, telecopy, telex, E-Mail (if applicable) and two numbers, to be used for purposes of Section 9.04 hereof, in a notice complying with the terms of said Section. Notwithstanding the resignation or removal of any Agent hereunder, the provisions of this Section 10.9 Article VII shall continue to inure to its the benefit as to of such retiring Agent in respect of any actions action taken or omitted to be taken by it such retiring Agent in its capacity as such while it was an Agent under this Credit Collateral Agreement. If no successor Administrative Agent has accepted appointment as Administrative Agent within sixty (60) days after the retiring Administrative Agent's giving NFC shall provide prompt notice to each Rating Agency of resignation, the retiring Administrative Agent's resignation shall nevertheless become effective and the Lenders shall perform all duties of the Administrative Agent hereunder until such time, if any, as the Required Lenders appoint a successor Administrative Agent as provided for above. Likewise, if no successor Collateral Agent has accepted appointment as Collateral Agent within sixty (60) days after the retiring Collateral Agent's giving notice of resignation, the retiring Collateral Agent's resignation shall nevertheless become effective and the Lenders shall perform all duties of the Collateral Agent under the Collateral Documents until such time, if any, as the Required Lenders appoint a successor Collateral Agent as provided for above. Subject to the foregoing terms of this Section 10.9, there shall at all times be a Person or Persons serving as Administrative Agent hereunder and, so long as no Default or Event of Default shall have occurred and be continuing, the appointment of any new Administrative Agent shall require the consent of the Borrower (which consent shall not be unreasonably withheld)a successor Agent.

Successor Agent. Any The Agent may, and at any timethe request of the Requisite Lenders shall, resign as Agent upon 20 days written thirty (30) days' notice to the Lenders and Borrower. If the Agent shall resign as Agent under this Agreement, the Requisite Lenders shall appoint from among the Lenders a successor agent for the Lenders. Upon , which successor agent shall be approved by Borrower (and such approval shall not be unreasonably withheld or delayed); provided, however, that Borrower shall not have any such resignation, the Required Lenders approval right if a Default or Event of Default shall have the right to appoint a successor Agentoccurred and remain in effect. If no successor agent is appointed prior to the effective date of the resignation of the Agent, the Agent shall have been so appointed by may appoint, after consulting with the Required LendersLenders and the Borrower, and shall have accepted such appointment, within 30 days after the notice of resignation, then the Borrower shall have the right to appoint a successor Agent provided such successor is a Lender hereunder or a commercial bank organized under agent from among the laws of the United States of America or of any State thereof and has a combined capital and surplus of at least $400,000,000Lenders. Upon the acceptance of any its appointment as an Agent hereunder by a successorsuccessor agent hereunder, such successor Agent agent shall thereupon succeed to and become vested with all the rights, powers, privileges powers and duties of the retiring Agent and the term "Agent, " shall mean such successor agent and the retiring Agent's appointment, powers and duties as Agent shall be discharged from its duties and obligations terminated. After any retiring Agent's resignation hereunder as an Agent, as appropriate, under this Credit Agreement and the other Credit Documents and the provisions of this Section 10.9 Article 10, and Sections 11.3, 11.11 and 11.22, shall inure to its benefit as to any actions taken or omitted to be taken by it while it was an Agent under this Credit Agreement. If (a) the Agent has not been paid its fees under Section 3.2 or has not been reimbursed for any expense reimbursable to it under Section 11.3, in either case for a period of at least one (1) year and (b) no successor Administrative Agent agent has accepted appointment as Administrative Agent within sixty by the date which is thirty (6030) days after the following a retiring Administrative Agent's giving notice of resignation, the retiring Administrative Agent's resignation shall nevertheless thereupon become effective and the Requisite Lenders (subject to the provisions specified in Section 11.2 requiring consent of all the Lenders) shall perform all of the duties of the Administrative Agent hereunder until such time, if any, as the Required Requisite Lenders appoint a successor Administrative Agent agent as provided for above. Likewise, if no successor Collateral Agent has accepted appointment as Collateral Agent within sixty (60) days after the retiring Collateral Agent's giving notice of resignation, the retiring Collateral Agent's resignation shall nevertheless become effective and the Lenders shall perform all duties of the Collateral Agent under the Collateral Documents until such time, if any, as the Required Lenders appoint a successor Collateral Agent as provided for above. Subject to the foregoing terms of this Section 10.9, there shall at all times be a Person or Persons serving as Administrative Agent hereunder and, so long as no Default or Event of Default shall have occurred and be continuing, the appointment of any new Administrative Agent shall require the consent of the Borrower (which consent shall not be unreasonably withheld).

Successor Agent. Any Applicable Agent may, at any time, may resign as such Applicable Agent upon 20 days written 30 days’ notice to the LendersLenders and the Company. Upon any If an Applicable Agent shall resign as such resignationApplicable Agent under this Agreement and the other Loan Documents, then the Required Lenders shall have appoint from among the right to appoint Lenders a successor agent for the Lenders, which successor agent shall (unless an Event of Default under Section 8(a) or Section 8(f) with respect to the Company shall have occurred and be continuing) be subject to approval by the Company (which approval shall not be unreasonably withheld or delayed), whereupon such successor agent shall succeed to the rights, powers and duties of such Applicable Agent, and the term “Administrative Agent”, “Lead Sustainability Structuring Agent” or “Co-Sustainability Structuring Agent”, as the case may be, shall mean such successor agent effective upon such appointment and approval, and the former Applicable Agent’s rights, powers and duties as Applicable Agent shall be terminated, without any other or further act or deed on the part of such former Applicable Agent or any of the parties to this Agreement or any holders of the Loans. If no successor agent has accepted appointment as Applicable Agent shall have been so appointed by the Required Lenders, and shall have accepted such appointment, within date that is 30 days after the following a retiring Applicable Agent’s notice of resignation, then the Borrower retiring Applicable Agent may, on behalf of the Lenders and with the consent of the Company (such consent not to be unreasonably withheld and, which consent, shall not be required if an Event of Default under Section 8(a) or Section 8(f) with respect to the Company shall have the right to occurred and be continuing), appoint a successor Agent provided such successor is a Lender hereunder or Applicable Agent, which, in the case of the Administrative Agent, shall be a commercial bank organized or licensed under the laws of the United States of America or of any State thereof and has having a combined capital and surplus of at least $400,000,000500,000,000. Upon the acceptance of any appointment as an Applicable Agent hereunder by a successorsuccessor Applicable Agent, such successor Applicable Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring Applicable Agent, and the retiring Applicable Agent shall be discharged from its duties and obligations under this Agreement. After any retiring Applicable Agent’s resignation as an Applicable Agent, as appropriate, under this Credit Agreement and the other Credit Documents and the provisions of this Section 10.9 9 9 shall inure to its benefit as to any actions taken or omitted to be taken by it while it was an Applicable Agent under this Credit Agreement. If no successor Administrative Agent has accepted appointment as Administrative Agent within sixty (60) days after the retiring Administrative Agent's giving notice of resignation, the retiring Administrative Agent's resignation shall nevertheless become effective Agreement and the Lenders shall perform all duties of the Administrative Agent hereunder until such time, if any, as the Required Lenders appoint a successor Administrative Agent as provided for above. Likewise, if no successor Collateral Agent has accepted appointment as Collateral Agent within sixty (60) days after the retiring Collateral Agent's giving notice of resignation, the retiring Collateral Agent's resignation shall nevertheless become effective and the Lenders shall perform all duties of the Collateral Agent under the Collateral Documents until such time, if any, as the Required Lenders appoint a successor Collateral Agent as provided for above. Subject to the foregoing terms of this Section 10.9, there shall at all times be a Person or Persons serving as Administrative Agent hereunder and, so long as no Default or Event of Default shall have occurred and be continuing, the appointment of any new Administrative Agent shall require the consent of the Borrower (which consent shall not be unreasonably withheld)other Loan Documents.

Successor Agent. Any The Agent may, may resign at any time, resign upon 20 days time by giving written notice thereof to the LendersLender Parties and the Borrower. Upon any such resignation, the Required Majority Lenders shall have the right to appoint a successor Agent; PROVIDED, that if no Default or Event of Default shall have occurred and be continuing, such successor Agent shall be reasonably satisfactory to the Borrower, which shall be (a) a commercial bank organized under the laws of the United States of America or any State thereof and having total assets of at least $1,000,000,000 and a combined capital and surplus of at least $50,000,000 or (b) a Lender as of the Effective Date. If no successor Agent shall have been so appointed by the Required Majority Lenders, and shall have accepted such appointment, within 30 days after the retiring Agent's giving of notice of resignationresignation or the removal of the retiring Agent at the request of all of the Lenders (other than the Agent and its Affiliates), then the Borrower shall have retiring Agent may, on behalf of the right to Lender Parties, appoint a successor Agent provided approved, as long as no Default or Event of Default has occurred and is continuing, by the Borrower, such approval not be unreasonably withheld or delayed, which successor is a Lender hereunder or shall be (a) a commercial bank organized under the laws of the United States of America or of any State thereof and has having total assets of at least $1,000,000,000 and a combined capital and surplus of at least $400,000,00050,000,000 or (b) a Lender as of the Effective Date. Upon the acceptance of any appointment as an Agent hereunder by a successorsuccessor Agent and upon the execution and filing or recording of such financing statements, or amendments thereto, and such other instruments or notices, as may be necessary or desirable, or as the Majority Lenders may request, in order to continue the perfection of the Liens granted or purported to be granted by the Collateral Documents, such successor Agent shall thereupon succeed to and become vested with all the rights, powers, discretions, privileges and duties of the retiring Agent, and the retiring Agent shall be discharged from its duties and obligations as an Agent, as appropriate, under this Credit Agreement and the other Credit Documents and Loan Documents. After any retiring Agent's resignation or removal hereunder as Agent, the provisions of this Section 10.9 Article IX shall inure to its benefit as to any actions taken or omitted to be taken by it while it was an Agent under this Credit Agreement. If no successor Administrative Agent has accepted appointment as Administrative Agent within sixty (60) days after the retiring Administrative Agent's giving notice of resignation, the retiring Administrative Agent's resignation shall nevertheless become effective Agreement and the Lenders shall perform all duties of the Administrative Agent hereunder until such time, if any, as the Required Lenders appoint a successor Administrative Agent as provided for above. Likewise, if no successor Collateral Agent has accepted appointment as Collateral Agent within sixty (60) days after the retiring Collateral Agent's giving notice of resignation, the retiring Collateral Agent's resignation shall nevertheless become effective and the Lenders shall perform all duties of the Collateral Agent under the Collateral Documents until such time, if any, as the Required Lenders appoint a successor Collateral Agent as provided for above. Subject to the foregoing terms of this Section 10.9, there shall at all times be a Person or Persons serving as Administrative Agent hereunder and, so long as no Default or Event of Default shall have occurred and be continuing, the appointment of any new Administrative Agent shall require the consent of the Borrower (which consent shall not be unreasonably withheld)other Loan Documents.

Successor Agent. Any The Agent may, may at any time, resign upon 20 days written time give notice of its resignation to the Lenders, the Issuing Bank and the Borrowers. Upon receipt of any such notice of resignation, the Required Lenders shall have the right right, in consultation with the Borrowers, to appoint a successor Agentsuccessor, which shall be a bank with an office in the United States, or an Affiliate of any such bank with an office in the United States. If no such successor Agent shall have been so appointed by the Required Lenders, Lenders and shall have accepted such appointment, appointment within 30 days after the retiring Agent gives notice of its resignation, then the Borrower shall have retiring Agent may on behalf of the right to Lenders and the Issuing Lender, appoint a successor Agent meeting the qualifications set forth above; provided that if the Agent shall notify the Borrowers and the Lenders that no qualifying Person has accepted such successor is a Lender appointment, then such resignation shall nonetheless become effective in accordance with such notice and (1) the retiring Agent shall be discharged from its duties and obligations hereunder or a commercial bank organized and under the laws other Credit Documents (except that in the case of any collateral security held by the Agent on behalf of the United States Lenders or the Issuing Bank under any of America the Credit Documents, the retiring Agent shall continue to hold such collateral security until such time as a successor Agent is appointed) and (2) all payments, communications and determinations provided to be made by, to or of any State thereof through the Agent shall instead be made by or to each Lender and has the Issuing Bank directly, until such time as the Required Lenders appoint a combined capital and surplus of at least $400,000,000successor Agent as provided for above in this Section. Upon the acceptance of any a successor’s appointment as an Agent hereunder by a successorhereunder, such successor Agent shall thereupon 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 duties and obligations as an Agent, as appropriate, hereunder or under this Credit Agreement and the other Credit Documents (if not already discharged therefrom as provided above in this Section). The fees payable by the Borrowers to a successor Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Borrowers and such successor. After the retiring Agent’s resignation hereunder and under the other Credit Documents, the provisions of this Article and Section 10.9 14.8 shall inure to continue in effect for the benefit of such retiring Agent, its benefit as to sub-agents and their respective Related Parties in respect of any actions taken or omitted to be taken by it any of them while it the retiring Agent was an acting as Agent. Any resignation by Wachovia as Agent under pursuant to this Credit AgreementSection shall also constitute its resignation as Issuing Bank. If no successor Administrative Agent has accepted Upon the acceptance of a successor’s appointment as Administrative Agent within sixty hereunder, (60a) days after such successor shall succeed to and become vested with all of the retiring Administrative Agent's giving notice of resignationrights, the retiring Administrative Agent's resignation shall nevertheless become effective powers, privileges and the Lenders shall perform all duties of the Administrative Agent retiring Issuing Bank, (b) the retiring Issuing Bank shall be discharged from all of their respective duties and obligations hereunder until such timeor under the other Credit Documents, and (c) the successor Issuing Lender shall issue letters of credit in substitution for the Letters of Credit, if any, as outstanding at the Required Lenders appoint a successor Administrative Agent as provided for above. Likewise, if no successor Collateral Agent has accepted appointment as Collateral Agent within sixty (60) days after time of such succession or make other arrangement satisfactory to the retiring Collateral Agent's giving notice Issuing Lender to effectively assume the obligations of resignation, the retiring Collateral Agent's resignation shall nevertheless become effective and the Lenders shall perform all duties Issuing Lender with respect to such Letters of the Collateral Agent under the Collateral Documents until such time, if any, as the Required Lenders appoint a successor Collateral Agent as provided for above. Subject to the foregoing terms of this Section 10.9, there shall at all times be a Person or Persons serving as Administrative Agent hereunder and, so long as no Default or Event of Default shall have occurred and be continuing, the appointment of any new Administrative Agent shall require the consent of the Borrower (which consent shall not be unreasonably withheld)Credit.

Successor Agent. Any Subject to the appointment of a successor as set forth herein, (i) the Administrative Agent mayor the Collateral Agent may be removed by the Borrower or the Required Lenders (in the case of the Collateral Agent, at any timesubject to the Security Agreement) if the Administrative Agent, the Collateral Agent or a controlling affiliate of the Administrative Agent or the Collateral Agent is a Defaulting Agent and (ii) the Administrative Agent and the Collateral Agent may resign as Administrative Agent or Collateral Agent, respectively, in each case upon 20 days written ten days’ notice to the LendersAdministrative Agent, the Lenders and the Borrower, as applicable. Upon any such resignationIf the Administrative Agent or the Collateral Agent shall be removed by the Borrower or the Required Lenders pursuant to clause (i) above or if the Administrative Agent or the Collateral Agent shall resign as Administrative Agent or Collateral Agent, as applicable, under this Agreement and the other Loan Documents, then the Required Lenders shall have appoint from among the right to appoint Lenders a successor Agentagent for the Lenders, which such successor agent shall be subject to approval by the Borrower; provided that such approval by the Borrower in connection with the appointment of any successor Administrative Agent shall only be required so long as no Event of Default under Section 9.1(a) or (f) has occurred and is continuing; provided further, that the Borrower shall not unreasonably withhold its approval of any successor Administrative Agent if such successor is a commercial bank with a consolidated combined capital and surplus of at least $5.0 billion. If no successor Agent shall have been so appointed by the Required Lenders, Lenders and approved by the Borrower (to the extent required) and shall have accepted such appointment, appointment within 30 45 days after the Administrative Agent or the Collateral Agent, as the case may be, gives notice of resignationits resignation or is notified that it is being removed, then the Borrower shall have the right to appoint a successor Administrative Agent provided such successor is a Lender hereunder or a commercial bank 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 $400,000,000. Upon the acceptance of any appointment as an Agent hereunder by a successor, such successor Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring Agent, and the retiring Agent shall be discharged from its duties and obligations as an Collateral Agent, as appropriatethe case may be, under this Credit Agreement and the other Credit Documents and the provisions of this Section 10.9 shall inure to its benefit as to any actions taken or omitted to be taken by it while it was an Agent under this Credit Agreement. If no successor Administrative Agent has accepted appointment as Administrative Agent within sixty (60) days after the retiring Administrative Agent's giving notice of resignationmay, the retiring Administrative Agent's resignation shall nevertheless become effective and the Lenders shall perform all duties on behalf of the Administrative Agent hereunder until such time, if any, as the Required Lenders appoint a successor Administrative Agent as provided for above. Likewise, if no successor Collateral Agent has accepted appointment as Collateral Agent within sixty (60) days after the retiring or Collateral Agent's giving notice of resignation, the retiring Collateral Agent's resignation shall nevertheless become effective and the Lenders shall perform all duties of the Collateral Agent under the Collateral Documents until such time, if any, as the Required Lenders appoint a successor Collateral Agent as provided for above. Subject to the foregoing terms of this Section 10.9case may be,, there which shall at all times be a Person bank with an office in New York, New York, or Persons serving as Administrative Agent hereunder and, so long as no Default or Event of Default shall have occurred and be continuing, the appointment an Affiliate of any new such bank. If no successor Administrative Agent shall require the consent of the Borrower (which consent shall not be unreasonably withheld).1003003016v2 #895889271003585382v58

Successor Agent. Any Each Agent may, may at any time, resign upon 20 days written time give notice of its resignation to the Lenders, the L/C Issuer and the Borrower. Upon receipt of any such notice of resignation, the Required Lenders shall have the right right, in consultation with the Borrower, to appoint a successor Agentsuccessor, which shall be a bank with an office in the United States, or an Affiliate of any such bank with an office in the United States. If no such successor Agent shall have been so appointed by the Required Lenders, Lenders and shall have accepted such appointment, appointment within 30 days after the retiring Agent gives notice of its resignation, then the Borrower shall have retiring Agent may on behalf of the right to Lenders and the L/C Issuer, appoint a successor Agent meeting the qualifications set forth above; provided that if such successor is a Lender Agent shall notify the Borrower and the Lenders that no qualifying Person has accepted such appointment, then such resignation shall nonetheless become effective in accordance with such notice and (a) the retiring Agent shall be discharged from its duties and obligations hereunder or a commercial bank organized and under the laws of other Loan Documents and (b) all payments, communications and determinations provided to be made by, to or through such Agent shall instead be made by or to each Lender and the United States of America or of any State thereof and has L/C Issuer directly, until such time as the Required Lenders appoint a combined capital and surplus of at least $400,000,000successor Agent as provided for above in this Section. Upon the acceptance of any a successor’s appointment as an Agent hereunder by a successorhereunder, such successor Agent shall thereupon 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 duties and obligations as an Agent, as appropriate, hereunder or under this Credit Agreement and the other Credit Loan Documents (if not already discharged therefrom as provided above in this Section). The fees payable by the Borrower to a successor Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Borrower and such successor. After the retiring Agent’s resignation hereunder and under the other Loan Documents, the 105 provisions of this Article and Section 10.9 10.03 shall inure to continue in effect for the benefit of such retiring Agent, its benefit as to sub-agents and their respective Related Parties in respect of any actions taken or omitted to be taken by it any of them while it the retiring Agent was an Agent under this Credit Agreementacting as Agent. If no successor Any resignation by Bank of America as Administrative Agent has accepted pursuant to this Section shall also constitute its resignation as L/C Issuer and Swing Line Lender. Upon the acceptance of a successor’s appointment as Administrative Agent within sixty hereunder, (60a) days after such successor shall succeed to and become vested with all of the retiring Administrative Agent's giving notice of resignationrights, the retiring Administrative Agent's resignation shall nevertheless become effective powers, privileges and the Lenders shall perform all duties of the Administrative Agent retiring L/C Issuer and Swing Line Lender, (b) the retiring L/C Issuer and Swing Line Lender shall be discharged from all of their respective duties and obligations hereunder until such timeor under the other Loan Documents, and (c) the successor L/C Issuer shall issue letters of credit in substitution for the Letters of Credit, if any, as outstanding at the Required Lenders appoint a successor Administrative Agent as provided for above. Likewise, if no successor Collateral Agent has accepted appointment as Collateral Agent within sixty (60) days after time of such succession or make other arrangements satisfactory to the retiring Collateral Agent's giving notice L/C Issuer to effectively assume the obligations of resignation, the retiring Collateral Agent's resignation shall nevertheless become effective and the Lenders shall perform all duties L/C Issuer with respect to such Letters of the Collateral Agent under the Collateral Documents until such time, if any, as the Required Lenders appoint a successor Collateral Agent as provided for above. Subject to the foregoing terms of this Section 10.9, there shall at all times be a Person or Persons serving as Administrative Agent hereunder and, so long as no Default or Event of Default shall have occurred and be continuing, the appointment of any new Administrative Agent shall require the consent of the Borrower (which consent shall not be unreasonably withheld)Credit.

Successor Agent. Any Subject to the appointment and acceptance of a successor to the applicable Agent mayas provided in this paragraph, each Agent may resign at any time, resign upon 20 days written notice to time 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 consent of the Parent Borrower (which consent shall not be unreasonably withheld or delayed); provided that the Parent Borrower’s consent shall not be required if an Event of Default has occurred and is continuing. If no successor Agent shall have been so appointed by the Required LendersLenders or Administrative Agent, as applicable, and shall have accepted such appointmentappointment 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 have been so appointed and shall have accepted such 175 appointment within 30 days after the retiring Administrative Agent gives notice of resignationits intent to resign, then the Borrower retiring Administrative Agent may give notice of the effectiveness of its resignation to the Lenders and the Borrower, whereupon, on the date of effectiveness of such resignation stated in such notice, (a) the retiring Administrative Agent shall be discharged from its duties and obligations hereunder and under the other Loan Documents, provided that, solely for purposes of maintaining any security interest granted to the Administrative Agent under any 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 right perfection of any such security interest), and (b) the Required Lenders shall succeed to appoint a successor Agent and become vested with all the rights, powers, privileges and duties of the retiring Administrative Agent, provided such successor is a Lender that (i) all payments required to be made hereunder or a commercial bank organized under any other Loan Document to the laws of Administrative Agent for the United States of America or account of any State thereof Person other than the Administrative Agent shall be made directly to such Person and has a combined capital (ii) all notices and surplus of at least $400,000,000other 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 any its appointment as an Agent hereunder by a successor, such successor Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring Agent, and the retiring Agent shall be discharged from its duties and obligations hereunder (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 an those payable to its predecessor unless otherwise agreed between the Borrowers and such successor. After any Agent’s resignation hereunder, as appropriate, under this Credit Agreement and the other Credit Documents and the provisions of this Article IX and Section 10.9 10.03 shall inure to continue in effect for the benefit of such retiring Agent, its benefit as to sub-agents and their respective Related Parties in respect of any actions taken or omitted to be taken by it any of them while it was an Agent under this Credit Agreement. If no successor Administrative Agent has accepted appointment acting as Administrative Agent within sixty (60) days after the retiring Administrative Agent's giving notice of resignation, the retiring Administrative Agent's resignation shall nevertheless become effective and the Lenders shall perform all duties of the Administrative Agent hereunder until such time, if any, as the Required Lenders appoint a successor Administrative Agent as provided for above. Likewise, if no successor Collateral Agent has accepted appointment as Collateral Agent within sixty (60) days after the retiring Collateral Agent's giving notice of resignation, the retiring Collateral Agent's resignation shall nevertheless become effective and the Lenders shall perform all duties of the Collateral Agent under the Collateral Documents until such time, if any, as the Required Lenders appoint a successor Collateral Agent as provided for above. Subject to the foregoing terms of this Section 10.9, there shall at all times be a Person or Persons serving as Administrative Agent hereunder and, so long as no Default or Event of Default shall have occurred and be continuing, the appointment of any new Administrative Agent shall require the consent of the Borrower (which consent shall not be unreasonably withheld).

Successor Agent. Any The Agent may, may resign at any time, resign upon 20 days time as Agent under the Loan Documents by giving written notice thereof to the LendersLenders and the Borrower. The Agent may be removed as Agent under the Loan Documents as a result of its gross negligence or willful misconduct by the Requisite Lenders (other than the Lender then acting as the Agent). Upon any such resignationresignation or removal, the Required Requisite Lenders (other than the Lender then acting as Agent, in the case of the removal of the Agent under the immediately preceding sentence) shall have the right to 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 $5,000,000,000, which appointment shall, provided no Default or Event of Default shall have occurred and be continuing, be subject to the Borrower’s approval, which approval shall not be unreasonably withheld or delayed (except that 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). If no successor Agent shall have been so appointed by in accordance with the Required Lendersimmediately preceding sentence, and shall have accepted such appointment, within 30 thirty (30) days after the resigning Agent’s giving of notice of resignationresignation or the Lenders’ removal of the resigning Agent, then the Borrower shall have resigning or removed Agent may, on behalf of the right to Lenders, appoint a successor Agent provided such successor is Agent, which shall be a Lender, if any Lender hereunder or shall be willing to serve, and otherwise shall be a commercial bank organized under the laws of the United States of America or of any State thereof and has a having total combined capital and surplus assets of at least $400,000,0005,000,000,000. Upon the acceptance of any appointment as an Agent hereunder by a successorsuccessor Agent, such successor Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring Agent, and the retiring Agent shall be discharged from its duties and obligations under the Loan Documents as an Agent. After any Agent’s resignation or removal hereunder as Agent, as appropriate, under this Credit Agreement and the other Credit Documents and the provisions of this Section 10.9 Article XI and all provisions of this Agreement shall continue to inure to its benefit as to any actions taken or omitted to be taken by it while it was an Agent under this Credit Agreement. If no successor Administrative Agent has accepted appointment as Administrative Agent within sixty (60) days after the retiring Administrative Agent's giving notice of resignation, the retiring Administrative Agent's resignation shall nevertheless become effective and the Lenders shall perform all duties of the Administrative Agent hereunder until such time, if any, as the Required Lenders appoint a successor Administrative Agent as provided for above. Likewise, if no successor Collateral Agent has accepted appointment as Collateral Agent within sixty (60) days after the retiring Collateral Agent's giving notice of resignation, the retiring Collateral Agent's resignation shall nevertheless become effective and the Lenders shall perform all duties of the Collateral Agent under the Collateral Documents until such time, if any, as the Required Lenders appoint a successor Collateral Agent as provided for above. Subject to the foregoing terms of this Section 10.9, there shall at all times be a Person or Persons serving as Administrative Agent hereunder and, so long as no Default or Event of Default shall have occurred and be continuing, the appointment of any new Administrative Agent shall require the consent of the Borrower (which consent shall not be unreasonably withheld)Loan Documents.

Successor Agent. Any (a) The Agent may, may resign at any time, resign time as Agent under the Loan Documents by giving written notice thereof to the Lenders and the Borrower. The Agent may be removed as Agent under the Loan Documents by the Requisite Lenders (other than the Lender then acting as Agent) or the Borrower as a result of its gross negligence or willful misconduct as determined by a court of competent jurisdiction in a final and non-appealable judgment upon 20 days 30‑days’ prior written notice to the LendersAgent. Upon any such resignationresignation or removal, the Required Requisite Lenders (other than the Lender then acting as Agent, in the case of the removal of the Agent under the immediately preceding sentence) shall have the right to appoint a successor Agent which appointment shall, provided no Default or Event of Default exists, be subject to the Borrower’s approval, which approval shall not be unreasonably withheld or delayed (except that the Borrower shall, in all events, be deemed to have approved each Lender and its Affiliates that are Qualified Institutions as a successor Agent). If no successor Agent shall have been so appointed by in accordance with the Required Lendersimmediately preceding sentence, and shall have accepted such appointment, within 30 days after the resigning Agent’s giving of notice of resignationresignation or the Lenders’ removal of the resigning Agent, then the Borrower shall have resigning or removed Agent may, on behalf of the right to Lenders, appoint a successor Agent provided such successor is Agent, which shall be a Lender, if any Lender hereunder or shall be willing to serve, and otherwise shall be a commercial bank organized under the laws of the United States of America or of any State thereof and has a having total combined capital and surplus assets of at least $400,000,00050,000,000,000. Upon the acceptance of any appointment as an Agent hereunder by a successorsuccessor Agent, such successor Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring or removed Agent, and the retiring or removed Agent shall be discharged from its duties and obligations under the Loan Documents. After any Agent’s resignation or removal hereunder as an Agent, as appropriate, under this Credit Agreement and the other Credit Documents and the provisions of this Section 10.9 Article XI and Sections 12.2 and 12.9 shall continue to inure to the benefit of such retiring Agent, its benefit as to sub-agents and their respective Related Parties in respect of any actions taken or omitted to be taken by it while it was an Agent under this Credit Agreement. If no successor Administrative Agent has accepted appointment as Administrative Agent within sixty (60) days after the retiring Administrative Agent's giving notice of resignation, the retiring Administrative Agent's resignation shall nevertheless become effective and the Lenders shall perform all duties of the Administrative Agent hereunder until such time, if any, as the Required Lenders appoint a successor Administrative Agent as provided for above. Likewise, if no successor Collateral Agent has accepted appointment as Collateral Agent within sixty (60) days after the retiring Collateral Agent's giving notice of resignation, the retiring Collateral Agent's resignation shall nevertheless become effective and the Lenders shall perform all duties of the Collateral Agent under the Collateral Documents until such time, if any, as the Required Lenders appoint a successor Collateral Agent as provided for above. Subject to the foregoing terms of this Section 10.9, there shall at all times be a Person or Persons serving as Administrative Agent hereunder and, so long as no Default or Event of Default shall have occurred and be continuing, the appointment of any new Administrative Agent shall require the consent of the Borrower (which consent shall not be unreasonably withheld)Loan Documents.

Successor Agent. Any The Administrative Agent mayand the Collateral Agent may resign as Administrative Agent or Collateral Agent, at any timerespectively, resign upon 20 days written 10 days’ notice to the LendersLenders and the Borrower and if the Administrative Agent has admitted in writing that it is insolvent or becomes a Defaulting Lender, either the Required Lenders or the Borrower may, upon 10 days’ notice to the Administrative Agent, remove such Agent. Upon any such resignationIf the Administrative Agent or Collateral Agent shall resign or be removed as Administrative Agent or Collateral Agent, as applicable, under this Agreement and the other Loan Documents, then the Required Lenders shall have appoint from among the right to appoint Lenders a successor agent for the Lenders, which successor agent shall be subject to approval by the Borrower (provided that such approval by the Borrower in connection with the appointment of any successor Administrative Agent shall only be required so long as no Event of Default under subsection 8.1(a) or 8.1(f) has occurred and is continuing; provided further, that the Borrower shall not unreasonably withhold, condition or delay its approval of any successor Administrative Agent if such successor is a Lender, an Affiliate of a Lender or a commercial bank with a consolidated combined capital and surplus of at least $5,000,000,000) whereupon such successor agent shall succeed to the rights, powers and duties of the Administrative Agent or the Collateral Agent, as applicable, and the term “Administrative Agent” or “Collateral Agent,” as applicable, shall mean such successor agent effective upon such appointment and approval, and the former Agent’s rights, powers and duties as Administrative Agent or 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 Loans. If no such successor Agent shall have been so appointed by the Required Lenders, Xxxxxxx and shall have accepted such appointment, appointment within 30 forty-five days after the retiring Agent gives notice of resignationits resignation or receives notice of its removal, then the Borrower shall have retiring Agent may, on behalf of the right to Lenders, appoint a successor Agent provided meeting the qualifications set forth above (including receipt of the Borrower’s consent to the extent required above). In the event no successor agent shall have been appointed within sixty days after the retiring Agent gives notice of its resignation or receives notice of its removal, (i) such successor is a Lender resignation or removal shall nevertheless thereupon become effective and the retiring Agent shall be discharged from its duties and obligations hereunder or a commercial bank organized and under the laws of other Loan Documents to the United States of America or of any State thereof and has a combined capital and surplus of at least $400,000,000. Upon extent provided hereunder, (ii) the acceptance of any appointment as an Agent hereunder by a successor, such successor Agent Required Lenders shall thereupon succeed be deemed to have succeeded to and become vested with all the rights, powers, privileges and duties of the retiring Administrative Agent until such time as the Required Lenders appoint a successor agent with the consent of the Borrower as provided for above and (iii) and all payments or communications required to be made by, to or through the Administrative Agent shall instead be made by or to each Lender directly until such time as the Required Lenders appoint a successor agent with the consent of the Borrower as provided for above; provided, that until a successor to the Administrative Agent is so appointed by Required Lenders or the Administrative Agent, and the Administrative Agent shall retain its role as the Collateral Agent under any Security Document and, in the case of any collateral security held by the Agent on behalf of the Lenders 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; provided further that no Default or Event of Default shall be discharged from its duties and obligations deemed to occur by reason of or as an a result of the failure to appoint a successor Administrative Agent. After any retiring Agent’s resignation or removal as Agent, as appropriate, under this Credit Agreement and the other Credit Documents and the provisions of this Section 10.9 9 and subsection 10.5 shall inure to its benefit as to any actions taken or omitted to be taken by it while it was an Agent under this Credit AgreementAgreement and the other Loan Documents. If no successor Administrative Agent has accepted appointment Additionally, after any retiring Agent’s resignation or removal as Administrative Agent within sixty (60) days after the retiring Administrative such Agent's giving notice of resignation, the retiring Administrative Agent's resignation provisions of this subsection 9.10 shall nevertheless become effective 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 Lenders other Loan Documents. For the avoidance of doubt, the Borrower shall perform all duties of have no obligation to pay any fee to any successor Agent that is greater than or in addition to the fees payable to the Administrative Agent hereunder until such time, if any, as the Required Lenders appoint a successor Administrative Agent as provided for above. Likewise, if no successor Collateral Agent has accepted appointment as Collateral Agent within sixty (60) days after the retiring Collateral Agent's giving notice of resignation, the retiring Collateral Agent's resignation shall nevertheless become effective and the Lenders shall perform all duties of the Collateral Agent under the Collateral Documents until such time, if any, as the Required Lenders appoint a successor Collateral Agent as provided for above. Subject pursuant to the foregoing terms of this Section 10.9, there shall at all times be a Person or Persons serving as Administrative Agent hereunder and, so long as no Default or Event of Default shall have occurred and be continuing, the appointment of any new Administrative Agent shall require the consent of the Borrower (which consent shall not be unreasonably withheldsubsection 3.5(a).

Successor Agent. Any Each Agent may, may resign as such at any time, resign time upon 20 days at least 30 days’ prior written notice to the LendersLenders and Borrower. Upon any such resignation, the Required Lenders shall have the right to appoint a successor Agent, which shall be a bank with an office in the United States, or an Affiliate of any such bank with an office in the United States, with the consent of Borrower (such consent not to be unreasonably withheld, delayed or conditioned and not required if an Event of Default under Section 8.01(a), (b), (g) or (h) shall have occurred and be continuing). If no successor Agent shall have been so appointed by the Required Lenders, Lenders and shall have accepted such appointment, appointment within 30 days after the retiring Agent gives notice of its resignation, then the Borrower shall have retiring Agent may, on behalf of the right to Lenders, appoint a successor Agent provided Agent, with the consent of Borrower (such consent not to be unreasonably withheld, delayed or conditioned and not required if a Default or Event of Default under Section 8.01(a), (b), (g) or (h) shall have occurred and be continuing), which successor is shall be a Lender hereunder or a commercial bank organized under the laws of with an office in the United States of America (or any State thereof), or an Affiliate of any State thereof and has a such bank with an office in the United States, in each case, having combined capital and surplus of at least $400,000,000500,000,000; provided that if such retiring Agent is unable to find a commercial banking institution that is willing to accept such appointment and which meets the qualifications set forth above by the 30th day after the date such notice of resignation was given by such Agent, the retiring Agent’s resignation shall nevertheless thereupon become effective and the retiring (or retired) Agent shall be discharged from its duties and obligations under the Loan Documents, and all payments, communications and determinations provided to be made by, to or through the Agent shall instead be made by or to each Lender directly until such time, if any, as the Required Lenders appoint a successor Agent (the date upon which the retiring Administrative Agent is replaced, the “Resignation Effective Date”). Notwithstanding anything to the contrary in this Agreement, no successor Administrative Agent shall be appointed unless such successor Administrative Agent represents and warrants that it is (i) a “U.S. person” and a “financial institution” and that it will comply with its “obligation to withhold,” each within the meaning of U.S. Treasury Regulations Section 1.1441-1, or (ii) a Withholding U.S. Branch. If the Person serving as Administrative Agent is a Defaulting Lender, the Required Lenders and Borrower may, to the extent permitted by applicable law, by notice in writing to such Person, remove such Person as Administrative Agent and, with the consent of the Required Lenders and Borrower, appoint a successor. If no such successor shall have been so appointed by the Required Lenders and shall have accepted such appointment within 30 days (the “Removal Effective Date”), then such removal shall nonetheless become effective in accordance with such notice on the Removal Effective Date. With effect from the Resignation Effective Date or the Removal Effective Date (as applicable), (1) the retiring or removed Agent shall be discharged from its duties and obligations hereunder and under the other Loan Documents (except (i) that in the case of any collateral security held by the Agent on behalf of the Lenders under any of the Loan Documents, the retiring or removed Agent shall continue to hold such collateral security until such time as a successor Agent is appointed and (ii) with respect to any outstanding payment obligations) and (2) except for any indemnity payments or other amounts then owed to the retiring or removed Agent, all payments, communications and determinations provided to be made by, to or through the Agent shall instead be made by or to each Lender directly, until such time, if any, as the Required Lenders appoint a successor Agent as provided for above. Upon the acceptance of any its appointment as an Agent hereunder by a successor, such successor Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring Agent(or removed) Agent (other than any rights to indemnity payments or other amounts owed to the retiring or removed Agent as of the Resignation Effective Date or the Removal Effective Date, as applicable), and the retiring (or removed) Agent shall be discharged from its duties and obligations under the Loan Documents (if not already discharged therefrom as provided above in this Section 10.06). 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 an Agent’s resignation hereunder, as appropriate, under this Credit Agreement and the other Credit Documents and the provisions of this Article X, Section 10.9 11.03 and Sections 11.08 to 11.10 shall inure to continue in effect for the benefit of such retiring Agent, its benefit as to sub-agents and their respective Affiliates in respect of any actions taken or omitted to be taken by it any of them while it was an Agent under this Credit Agreement. If no successor Administrative Agent has accepted appointment acting as Administrative Agent within sixty (60) days after the retiring Administrative Agent's giving notice of resignation, the retiring Administrative Agent's resignation shall nevertheless become effective and the Lenders shall perform all duties of the Administrative Agent hereunder until such time, if any, as the Required Lenders appoint a successor Administrative Agent as provided for above. Likewise, if no successor Collateral Agent has accepted appointment as Collateral Agent within sixty (60) days after the retiring Collateral Agent's giving notice of resignation, the retiring Collateral Agent's resignation shall nevertheless become effective and the Lenders shall perform all duties of the Collateral Agent under the Collateral Documents until such time, if any, as the Required Lenders appoint a successor Collateral Agent as provided for above. Subject to the foregoing terms of this Section 10.9, there shall at all times be a Person or Persons serving as Administrative Agent hereunder and, so long as no Default or Event of Default shall have occurred and be continuing, the appointment of any new Administrative Agent shall require the consent of the Borrower (which consent shall not be unreasonably withheld).

Successor Agent. Any The Agent may, may resign at any time, resign upon 20 days written time by giving twenty (20) Domestic Business Days' notice thereof to the LendersLenders and the Borrowers. Furthermore, in the event that at any time The Chase Manhattan Bank ("Chase") is the Agent and Chase assigns its entire interest as a Lender hereunder to an Assignee as permitted by Section 9.6(c) hereof, which Assignee is not an affiliate of Chase, then Chase shall offer to resign as Agent, which resignation shall become effective only if the Required Lenders accept such resignation in writing within twenty (20) Domestic Business Days after it has been tendered by Chase. If the Required Lenders do not timely accept such resignation, then the resignation offer shall be deemed to be withdrawn and Chase shall continue as Agent pursuant to the terms hereof. Upon any such resignationresignation by the Agent, the Required Lenders shall have the right to appoint a successor AgentAgent upon prior notice to Borrowers; provided, however, that if no Event of Default has occurred and is continuing hereunder, the appointment of such successor Agent shall require the prior approval of the Borrowers, which approval shall not be unreasonably withheld or delayed. If no successor Agent shall have been so appointed by the Required LendersLenders (and, if applicable, reasonably consented to by Borrowers), and shall have accepted such appointment, within 30 thirty (30) days after the retiring Agent gives notice of resignation, then the Borrower shall have retiring Agent may, on behalf of the right Lenders, upon prior notice to Borrowers, appoint a successor Agent provided such successor is a Lender hereunder or Agent, which shall be a commercial bank organized or licensed under the laws of the United States of America or of any State thereof or under the laws of any other country that is a member of the OECD (so long as such Lender is acting through a branch or agency located in the United States) and has having a combined capital and surplus of at least $400,000,000500,000,000 and total assets of at least $25,000,000,000 and experienced in the administration of loans secured by similar collateral; provided, however, that if no Event of Default has occurred and is continuing hereunder, the appointment of such successor Agent shall require the prior approval of the Borrowers, which approval shall not be unreasonably withheld or delayed. Upon the acceptance of any its appointment as an the Agent hereunder by a successorsuccessor Agent, such successor Agent shall thereupon succeed to and become vested with all the rights, powers, privileges rights and duties of the retiring Agent, and the retiring Agent shall be discharged from its duties and obligations hereunder. After any retiring Agent's resignation hereunder as an Agent, as appropriate, under this Credit Agreement and the other Credit Documents and the provisions of this Section 10.9 Article shall inure to its benefit as to any actions taken or omitted to be taken by it while it was an the Agent; provided, however that to the extent that Agent under this Credit Agreement. If no successor Administrative Agent has accepted appointment as Administrative Agent within sixty (60) days after the retiring Administrative Agent's giving notice of resignation, the retiring Administrative is liable for any gross negligence or willful misconduct prior to Agent's resignation shall nevertheless become effective and the Lenders shall perform all duties of the Administrative Agent hereunder until such time, if any, as the Required Lenders appoint a successor Administrative Agent as provided for above. Likewise, if no successor Collateral Agent has accepted appointment as Collateral Agent within sixty (60) days after the retiring Collateral liability will survive Agent's giving notice of resignation, the retiring Collateral Agent's resignation shall nevertheless become effective and the Lenders shall perform all duties of the Collateral Agent under the Collateral Documents until such time, if any, as the Required Lenders appoint a successor Collateral Agent as provided for above. Subject to the foregoing terms of this Section 10.9, there shall at all times be a Person or Persons serving as Administrative Agent hereunder and, so long as no Default or Event of Default shall have occurred and be continuing, the appointment of any new Administrative Agent shall require the consent of the Borrower (which consent shall not be unreasonably withheld).

Successor Agent. Any Each Agent may, may resign at any time, resign time upon 20 days not less than thirty (30) days’ written notice to the Lenders, each LC Issuer and the Parent Borrower (provided that notice to the Parent Borrower shall not be required if a Specified Event of Default then exists). Upon receipt of any such notice of resignation, the Required Lenders shall have the right right, subject to the consent of the Parent Borrower (which consent shall not be unreasonably withheld or delayed, provided that the Parent Borrower’s consent shall not be required if a Specified Event of Default then exists), to appoint a successor Agentsuccessor, with written notice to all other Lenders of such appointment. If no such successor Agent shall have been so appointed by the Required Lenders, Lxxxxxx and shall have accepted such appointment, appointment within 30 thirty (30) days after the retiring Agent gives notice of its resignation, then the retiring Agent may on behalf of the Lenders and each LC Issuer appoint a successor Agent; provided, however, that if the Agent shall notify the Parent Borrower and the Lenders that no such successor which has accepted 178 such appointment, then such resignation shall have nonetheless become effective in accordance with such notice and (i) the right retiring Agent shall be discharged from its duties and obligations hereunder and under the other Loan Documents (except that in the case of any collateral security held by such Agent on behalf of the Lenders or any LC Issuer under any of the Loan Documents, such retiring Agent shall continue to hold such collateral security until such time as a successor Agent is appointed) and (ii) all payments, communications and determinations provided to be made by, to or through such Agent shall instead be made by or to each Lender and LC Issuer directly, until such time as the Required Lenders appoint a successor Agent as provided such successor is a Lender hereunder or a commercial bank 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 $400,000,000for above in this Section 9.11. Upon the acceptance of any a successor’s appointment as an Agent hereunder by a successorhereunder, such successor Agent shall thereupon 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 duties and obligations as an Agent, as appropriate, hereunder or under this Credit Agreement and the other Credit Loan Documents (if not already discharged therefrom as provided above in this Section 9.11). The fees payable by the Parent Borrower to a successor Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Parent Borrower and such successor. After the retiring Administrative Agent’s resignation hereunder and under the other Loan Documents, the provisions of this Article IX and Section 10.9 10.02 shall inure to continue in effect for the benefit of such retiring Agent, its benefit as to sub-agents and their respective Related Parties in respect of any actions taken or omitted to be taken by it any of them while it was an Agent under this Credit Agreement. If no successor Administrative Agent has accepted appointment as Administrative Agent within sixty (60) days after the retiring Administrative Agent was acting as Agent's giving notice of resignation, the retiring Administrative Agent's resignation shall nevertheless become effective and the Lenders shall perform all duties of the Administrative Agent hereunder until such time, if any, as the Required Lenders appoint a successor Administrative Agent as provided for above. Likewise, if no successor Collateral Agent has accepted appointment as Collateral Agent within sixty (60) days after the retiring Collateral Agent's giving notice of resignation, the retiring Collateral Agent's resignation shall nevertheless become effective and the Lenders shall perform all duties of the Collateral Agent under the Collateral Documents until such time, if any, as the Required Lenders appoint a successor Collateral Agent as provided for above. Subject to the foregoing terms of this Section 10.9, there shall at all times be a Person or Persons serving as Administrative Agent hereunder and, so long as no Default or Event of Default shall have occurred and be continuing, the appointment of any new Administrative Agent shall require the consent of the Borrower (which consent shall not be unreasonably withheld).

Successor Agent. Any The Agent may, and at any timethe request of the Majority Lenders shall, resign as Agent upon 20 days written 30 days' notice to the Lenders. Upon any such resignationIf the Agent resigns under this Agreement, the Required Majority Lenders shall have appoint from among the right to appoint Lenders a successor Agentagent for the Lenders which successor agent shall be approved by Borrowers. If no successor agent is appointed prior to the effective date of the resignation of the Agent, the Agent shall have been so appointed by may appoint, after consulting with the Required LendersLenders and Borrowers, and shall have accepted such appointment, within 30 days after the notice of resignation, then the Borrower shall have the right to appoint a successor Agent provided such successor is a Lender hereunder or a commercial bank organized under agent from among the laws of the United States of America or of any State thereof and has a combined capital and surplus of at least $400,000,000Lenders. Upon the acceptance of any its appointment as an Agent hereunder by a successorsuccessor agent hereunder, such successor Agent agent shall thereupon succeed to and become vested with all the rights, powers, privileges powers and duties of the retiring Agent and the term "Agent, " shall mean such successor agent and the retiring Agent's appointment, powers and duties as Agent shall be discharged from its duties and obligations terminated. After any retiring Agent's resignation hereunder as an Agent, as appropriate, under this Credit Agreement and the other Credit Documents and the provisions of this Section 10.9 Article 10 and Sections 11.4 and 11.5 shall inure to its benefit as to any actions taken or omitted to be taken by it while it was an Agent under this Credit Agreement. If no successor Administrative Agent agent has accepted appointment as Administrative Agent within sixty (60) by the date which is 30 days after the following a retiring Administrative Agent's giving notice of resignation, the retiring Administrative Agent's resignation shall nevertheless thereupon become effective and the Lenders shall perform all of the duties of the Administrative Agent hereunder until such time, if any, as the Required Majority Lenders appoint a successor Administrative Agent agent as provided for above. LikewiseNotwithstanding the foregoing, if no successor Collateral however, BA may not be removed as the Agent has accepted appointment as Collateral Agent within sixty (60) days after at the retiring Collateral Agent's giving notice of resignation, the retiring Collateral Agent's resignation shall nevertheless become effective and the Lenders shall perform all duties request of the Collateral Agent under the Collateral Documents until such time, if any, Majority Banks unless BA and any applicable Affiliate shall also simultaneously be replaced as the Required Lenders appoint a successor Collateral Agent "Swing Line Lender" and as provided for above. Subject "Issuing Lender" hereunder pursuant to the foregoing terms of this Section 10.9, there shall at all times be a Person or Persons serving as Administrative Agent hereunder and, so long as no Default or Event of Default shall have occurred documentation in form and be continuing, the appointment of any new Administrative Agent shall require the consent of the Borrower (which consent shall not be unreasonably withheld)substance reasonably satisfactory to BA.

Successor Agent. Any The Administrative Agent may, may at any time, resign upon 20 days written time give notice of its resignation to the Lenders, the Swingline Lender, the Letter of Credit Issuer and the Borrower. If the Administrative Agent and/or Swingline Lender becomes a Defaulting Lender, then such Administrative Agent or Swingline Lender may be removed as the Administrative Agent or Swingline Lender, as the case may be, at the reasonable request of the Borrower and the Required Revolving Lenders. Upon receipt of any such resignationnotice of resignation or removal, as the case may be, the Required Majority Lenders shall have the right right, subject to the consent of the Borrower (not to be unreasonably withheld or delayed) so long as no Default under Section 12.1 or 12.5 is continuing, to appoint a successor, which shall be a bank with an office in the United States, or an Affiliate of any such bank with an office in the United States. If, in the case of the resignation of the Administrative Agent, no such successor Agent. If no successor Agent shall have been so appointed by the Required Lenders, Majority Lenders and shall have accepted such appointment, appointment within 30 days after the Administrative Agent gives notice of its resignation, then the Borrower shall have Administrative Agent may on behalf of the right to Lenders, the Swingline Lender and the Letter of Credit Issuer, appoint a successor Administrative Agent provided such successor is a Lender hereunder or a commercial bank organized under meeting the laws of the United States of America or of any State thereof and has a combined capital and surplus of at least $400,000,000qualifications set forth above. Upon the acceptance of any a successor’s appointment as an the Administrative Agent hereunder hereunder, and upon the execution and filing or recording of such financing statements, or amendments thereto, and such other instruments or notices, as may be necessary or desirable, or as the Majority Lenders may request, in order to continue the perfection of the Liens granted or purported to be granted by a successorthe Security Documents, such successor Agent shall thereupon succeed to and become vested with all of the rights, powers, privileges and duties of the retiring (or retired) Administrative Agent, and the retiring Administrative Agent shall be discharged from all of its duties and obligations as an Agent, as appropriate, hereunder or under this Credit Agreement and the other Credit Documents (if not already discharged therefrom as provided above in this Section). The fees payable by the Borrower (following the effectiveness of such appointment) to the successor Administrative Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Borrower and such successor. After the retiring Administrative Agent’s resignation hereunder and under the other Credit Documents, the provisions of this Article XIII (including Section 10.9 13.8) and Section 14.5 shall inure to continue in effect for the benefit of such retiring Administrative Agent, its benefit as to sub agents and their respective Related Parties in respect of any actions taken or omitted to be taken by it any of them while it was an Agent under this Credit Agreement. If no successor the retiring Administrative Agent has accepted was acting as the Administrative Agent. Any resignation of any Person as Administrative Agent pursuant to this Section shall also constitute its resignation as Letter of Credit Issuer and Swingline Lender. Upon the acceptance of a successor’s appointment as Administrative Agent within sixty hereunder, (60a) days after such successor shall succeed to and become vested with all of the retiring Administrative Agent's giving notice of resignationrights, the retiring Administrative Agent's resignation shall nevertheless become effective powers, privileges and the Lenders shall perform all duties of the Administrative Agent retiring Letter of Credit Issuer, (b) the retiring Letter of Credit Issuer shall be discharged from all of their respective duties and obligations hereunder until such timeor under the other Credit Documents, and (c) the successor Letter of Credit Issuer shall issue letters of credit in substitution for the Letters of Credit, if any, as outstanding at the Required Lenders appoint a successor Administrative Agent as provided for above. Likewise, if no successor Collateral Agent has accepted appointment as Collateral Agent within sixty (60) days after time of such succession or make other 139 arrangements satisfactory to the retiring Collateral Agent's giving notice Letter of resignation, Credit Issuer to effectively assume the obligations of the retiring Collateral Agent's resignation shall nevertheless become effective and the Lenders shall perform all duties Letter of the Collateral Agent under the Collateral Documents until Credit Issuer with respect to such time, if any, as the Required Lenders appoint a successor Collateral Agent as provided for above. Subject to the foregoing terms Letters of this Section 10.9, there shall at all times be a Person or Persons serving as Administrative Agent hereunder and, so long as no Default or Event of Default shall have occurred and be continuing, the appointment of any new Administrative Agent shall require the consent of the Borrower (which consent shall not be unreasonably withheld)Credit.

Successor Agent. Any Each Agent may, may resign as such at any time, resign time upon 20 days written at least 10 days’ prior notice to the LendersLenders and the Borrower and without notice to the Bank Product Providers. Upon any such resignation, the Required Lenders shall have the right right, in consultation with the Borrower, so long as no Event of Default shall have then occurred and be continuing, to appoint a successor AgentAgent from among the Lenders. If no successor Agent shall have been so appointed by the Required Lenders, Lenders and shall have accepted such appointment, appointment within 30 10 days after the retiring Agent gives notice of its resignation, then the Borrower shall have retiring Agent may, on behalf of the right to Lenders, appoint a successor Agent provided such Agent, which successor is a Lender hereunder or shall be a commercial bank banking institution or other finance company organized under the laws of the United States of America (or of any State thereof and has thereof) or a United States branch or agency of a commercial banking institution, in each case, having combined capital and surplus of at least $400,000,000500,000,000; provided, that if such retiring 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 resignation shall nevertheless thereupon become effective and the retiring (or retired) Agent shall be discharged from its duties and obligations under the Term Loan Documents, and the Lenders shall assume and perform all of the duties of the Agent under the Term Loan Documents until such time, if any, as the Required Lenders appoint a successor Agent. 134 Upon the acceptance of any its appointment as an Agent hereunder by a successor, such successor Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring Agent, and the retiring (or retired) Agent shall be discharged from its duties and obligations under the Term Loan Documents. The fees payable by the Borrower to a successor Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Borrower and such successor. After an Agent’s resignation hereunder, as appropriate, under this Credit Agreement and the other Credit Documents and the provisions of this Article X, Section 10.9 11.03 and Sections 11.08 to 11.10 shall inure to continue in effect for the benefit of such retiring Agent, its benefit as to sub-agents and their respective Affiliates in respect of any actions taken or omitted to be taken by it any of them while it was an Agent under this Credit Agreement. If no successor Administrative Agent has accepted appointment acting as Administrative Agent within sixty (60) days after the retiring Administrative Agent's giving notice of resignation, the retiring Administrative Agent's resignation shall nevertheless become effective and the Lenders shall perform all duties of the Administrative Agent hereunder until such time, if any, as the Required Lenders appoint a successor Administrative Agent as provided for above. Likewise, if no successor Collateral Agent has accepted appointment as Collateral Agent within sixty (60) days after the retiring Collateral Agent's giving notice of resignation, the retiring Collateral Agent's resignation shall nevertheless become effective and the Lenders shall perform all duties of the Collateral Agent under the Collateral Documents until such time, if any, as the Required Lenders appoint a successor Collateral Agent as provided for above. Subject to the foregoing terms of this Section 10.9, there shall at all times be a Person or Persons serving as Administrative Agent hereunder and, so long as no Default or Event of Default shall have occurred and be continuing, the appointment of any new Administrative Agent shall require the consent of the Borrower (which consent shall not be unreasonably withheld).

Successor Agent. Any The Agent may, and at any timethe request of the --------------- Majority Lenders shall, resign as Agent upon 20 days written 30 days' notice to the Lenders. Upon any such resignationIf the Agent resigns under this Agreement, the Required Majority Lenders shall have appoint from among the right to appoint Lenders a successor Agentagent for the Lenders which successor agent shall be approved by the Credit Parties. If no successor agent is appointed prior to the effective date of the resignation of the Agent, the Agent shall have been so appointed by may appoint, after consulting with the Required LendersLenders and the Credit Parties, and shall have accepted such appointment, within 30 days after the notice of resignation, then the Borrower shall have the right to appoint a successor Agent provided such successor is a Lender hereunder or a commercial bank organized under agent from among the laws of the United States of America or of any State thereof and has a combined capital and surplus of at least $400,000,000Lenders. Upon the acceptance of any its appointment as an Agent hereunder by a successorsuccessor agent hereunder, such successor Agent agent shall thereupon succeed to and become vested with all the rights, powers, privileges powers and duties of the retiring Agent and the term "Agent, " shall mean such successor agent and the retiring Agent's appointment, powers and duties as Agent shall be discharged from its duties and obligations terminated. After any retiring Agent's resignation hereunder as an Agent, as appropriate, under this Credit Agreement and the other Credit Documents and the provisions of this Section 10.9 Article X and Sections 11.04 and 11.05 shall inure to its --------- -------------- ----- benefit as to any actions taken or omitted to be taken by it while it was an Agent under this Credit Agreement. If no successor Administrative Agent agent has accepted appointment as Administrative Agent within sixty (60) by the date which is 30 days after the following a retiring Administrative Agent's giving notice of resignation, the retiring Administrative Agent's resignation shall nevertheless thereupon become effective and the Lenders shall perform all of the duties of the Administrative Agent hereunder until such time, if any, as the Required Majority Lenders appoint a successor Administrative Agent agent as provided for above. LikewiseNotwithstanding the foregoing, if no successor Collateral however, BofA may not be removed as the Agent has accepted appointment as Collateral Agent within sixty (60) days after at the retiring Collateral Agent's giving notice of resignation, the retiring Collateral Agent's resignation shall nevertheless become effective and the Lenders shall perform all duties request of the Collateral Agent under the Collateral Documents until such time, if any, Majority Lenders unless BofA shall also simultaneously be replaced as the Required Lenders appoint a successor Collateral Agent as provided for above. Subject "Issuing Bank" hereunder pursuant to the foregoing terms of this Section 10.9, there shall at all times be a Person or Persons serving as Administrative Agent hereunder and, so long as no Default or Event of Default shall have occurred documentation in form and be continuing, the appointment of any new Administrative Agent shall require the consent of the Borrower (which consent shall not be unreasonably withheld).substance reasonably satisfactory to BofA.

Successor Agent. Any Each Agent may, may resign as such at any time, resign time upon 20 days written at least 10 days’ prior notice to the Lenders, the Issuing Bank and Borrower. Upon any such resignation, the Required Lenders shall have the right right, in consultation with Borrower, to appoint a successor AgentAgent from among the Lenders. If no successor Agent shall have been so appointed by the Required Lenders, Lenders and shall have accepted such appointment, appointment within 30 10 days after the retiring Agent gives notice of its resignation, then the Borrower shall have retiring Agent may, on behalf of the right to Lenders and the Issuing Bank, appoint a successor Agent provided such Agent, which successor is a Lender hereunder or shall be (i) a commercial bank banking institution organized under the laws of the United States of America (or of any State thereof and has thereof) or a United States branch or agency of a commercial banking institution, in each case, having combined capital and surplus of at least $400,000,000500,000,000, or an Affiliate of such institution, or (ii) another entity satisfactory to the Required Lenders; provided that if such retiring Agent is unable to find a successor Agent that is willing to accept such appointment and which meets the qualifications set forth above, the retiring Agent’s resignation shall nevertheless thereupon become effective and the retiring (or retired) Agent shall be discharged from its duties and obligations under the Loan Documents, and the Required Lenders shall assume and perform all of the duties of the Agent under the Loan Documents until such time, if any, as the Required Lenders appoint a successor Agent. Any such resignation by an Agent hereunder shall also constitute, to the extent applicable, its resignation as an Issuing Bank and as Swingline Lender, in which case such resigning Agent (a) shall not be required to issue any further Letters of Credit or make any additional Swingline Loans hereunder and (b) shall maintain all of its rights as Issuing Bank or Swingline Lender, as the case 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. Upon the acceptance of any its appointment as an Agent hereunder by a successor, such successor Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring Agent, and the retiring (or retired) Agent shall be discharged from its duties and obligations under the Loan Documents. The fees payable by Borrower to a successor Agent shall be the same as those payable to its predecessor unless otherwise agreed between Borrower and such successor. After an Agent’s resignation hereunder, as appropriate, under this Credit Agreement and the other Credit Documents and the provisions of this Article IX, Section 10.9 10.03 and Sections 10.08 to 10.10 shall inure to continue in effect for the benefit of such retiring Agent, its benefit as to sub-agents and their respective Affiliates in respect of any actions taken or omitted to be taken by it any of them while it was an Agent under this Credit Agreement. If no successor Administrative Agent has accepted appointment acting as Administrative Agent within sixty (60) days after the retiring Administrative Agent's giving notice of resignation, the retiring Administrative Agent's resignation shall nevertheless become effective and the Lenders shall perform all duties of the Administrative Agent hereunder until such time, if any, as the Required Lenders appoint a successor Administrative Agent as provided for above. Likewise, if no successor Collateral Agent has accepted appointment as Collateral Agent within sixty (60) days after the retiring Collateral Agent's giving notice of resignation, the retiring Collateral Agent's resignation shall nevertheless become effective and the Lenders shall perform all duties of the Collateral Agent under the Collateral Documents until such time, if any, as the Required Lenders appoint a successor Collateral Agent as provided for above. Subject to the foregoing terms of this Section 10.9, there shall at all times be a Person or Persons serving as Administrative Agent hereunder and, so long as no Default or Event of Default shall have occurred and be continuing, the appointment of any new Administrative Agent shall require the consent of the Borrower (which consent shall not be unreasonably withheld).

Successor Agent. Any The Agent maymay give written notice of its resignation at any time to the Lenders and the Borrower, and may be removed at any time, resign upon 20 days written notice to with cause, by the Majority Lenders. Upon any such resignationresignation or removal, the Required Majority Lenders shall have the right (with the approval (not to be unreasonably withheld) of the Borrower, unless (i) such successor Agent is DLJ Capital Funding, Inc., the Documentation Agent or a Co-Agent, or (ii) an Event of Default has occurred and is continuing) to appoint a successor Agent, who shall concurrently assume the rights and obligations of the Swing Line Lender hereunder (including the Swing Line Lender's commitment to fund Swing Line Borrowings and its interest in outstanding advances under the Swing Line). If no successor Agent shall have been so appointed by the Required Lenders, Majority Lenders and shall have accepted such appointment, appointment within 30 thirty (30) days after the Agent's giving of notice of resignationresignation or the Majority Lenders' removal of the Agent, then the Borrower shall have Agent may, on behalf of the right to Lenders, appoint a successor Agent provided such successor is Agent, which shall be a Lender hereunder or a commercial bank organized under the laws of the United States of America or of any State thereof and has state thereof, or any Affiliate of such bank, having a combined capital and surplus of at least Five Hundred Million Dollars ($400,000,000500,000,000). Upon the acceptance of any appointment as an Agent hereunder by a successorsuccessor Agent, such successor Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring AgentAgent and Swing Line Lender, and the retiring Agent and Swing Line Lender shall be discharged from its duties and obligations under this Agreement. Until such acceptance by a successor Agent and Swing Line Lender, the retiring Agent shall continue as an "Agent" and "Swing Line Lender" hereunder. Notwithstanding any retiring Agent's resignation or removal hereunder as Agent, as appropriate, under this Credit Agreement and the other Credit Documents and the provisions of this Section 10.9 Article VIII shall inure to its benefit as to any actions taken or omitted to be taken by it while it was an Agent under this Credit Agreement. If no Any company into which the Agent may be merged or converted, or with which it may be consolidated, and any company resulting from any merger, conversion or consolidation to which the Agent shall be a party, and any company to which the Agent may sell or transfer all or substantially all of its agency relationships, shall be the successor Administrative Agent has accepted appointment as Administrative Agent within sixty (60) days after the retiring Administrative Agent's giving notice of resignation, the retiring Administrative Agent's resignation shall nevertheless become effective and the Lenders shall perform all duties of the Administrative Agent hereunder until such time, if any, as the Required Lenders appoint a successor Administrative Agent as provided for above. Likewise, if no successor Collateral Agent has accepted appointment as Collateral Agent within sixty (60) days after the retiring Collateral Agent's giving notice of resignation, the retiring Collateral Agent's resignation shall nevertheless become effective and the Lenders shall perform all duties of the Collateral Agent under the Collateral Documents until such time, if any, as the Required Lenders appoint a successor Collateral Agent as provided for above. Subject to the foregoing terms of this Section 10.9, there shall at all times be a Person Agent without the execution or Persons serving as Administrative Agent hereunder and, so long as no Default or Event of Default shall have occurred and be continuing, the appointment filing of any new Administrative Agent shall require paper or further act, anything herein to the consent of the Borrower (which consent shall not be unreasonably withheld)contrary notwithstanding.

Successor Agent. Any The Agent may, may resign at any time, resign upon 20 days time as Agent under the Loan Documents by giving written notice thereof to the LendersLenders and the Borrower. The Agent may be removed as Agent under the Loan Documents by the Requisite Lenders (other than the Lender then acting as Agent) as a result of (i) its gross negligence or willful misconduct or (ii) it being a Defaulting Lender or meeting the criteria of a Defaulting Lender. Upon any such resignationresignation or removal, the Required Requisite Lenders (other than the Lender then acting as Agent, in the case of the removal of the Agent under the immediately preceding sentence) shall have the right to 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 $5,000,000,000, which appointment shall, provided no Default or Event of Default shall have occurred and be continuing, be subject to the Borrower's approval, which approval shall not be unreasonably withheld or delayed (except that 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). If no successor Agent shall have been so appointed by in accordance with the Required Lendersimmediately preceding sentence, and shall have accepted such appointment, within 30 thirty (30) days after the resigning Agent's giving of notice of resignationresignation or the Lenders' removal of the resigning Agent, then the Borrower shall have resigning or removed Agent may, on behalf of the right to Lenders, appoint a successor Agent provided such successor is Agent, which shall be a Lender, if any Lender hereunder or shall be willing to serve, and otherwise shall be a commercial bank organized under the laws of the United States of America or of any State thereof and has a having total combined capital and surplus assets of at least $400,000,0005,000,000,000. Upon the acceptance of any appointment as an Agent hereunder by a successorsuccessor Agent, such successor Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring Agent, and the retiring Agent shall be discharged from its duties and obligations under the Loan Documents as an Agent. After any Agent's resignation or removal hereunder as Agent, as appropriate, under this Credit Agreement and the other Credit Documents and the provisions of this Section 10.9 Article XI shall continue to inure to its benefit as to any actions taken or omitted to be taken by it while it was an Agent under this Credit Agreement. If no successor Administrative Agent has accepted appointment as Administrative Agent within sixty (60) days after the retiring Administrative Agent's giving notice of resignation, the retiring Administrative Agent's resignation shall nevertheless become effective and the Lenders shall perform all duties of the Administrative Agent hereunder until such time, if any, as the Required Lenders appoint a successor Administrative Agent as provided for above. Likewise, if no successor Collateral Agent has accepted appointment as Collateral Agent within sixty (60) days after the retiring Collateral Agent's giving notice of resignation, the retiring Collateral Agent's resignation shall nevertheless become effective and the Lenders shall perform all duties of the Collateral Agent under the Collateral Documents until such time, if any, as the Required Lenders appoint a successor Collateral Agent as provided for above. Subject to the foregoing terms of this Section 10.9, there shall at all times be a Person or Persons serving as Administrative Agent hereunder and, so long as no Default or Event of Default shall have occurred and be continuing, the appointment of any new Administrative Agent shall require the consent of the Borrower (which consent shall not be unreasonably withheld)Loan Documents.

Successor Agent. Any The Administrative Agent may, may at any time, resign upon 20 days written time give notice of its resignation to the Lenders, the Letter of Credit Issuers and the Borrower. If the Administrative Agent becomes a Distressed Person (as defined in the definition of “Lender-Related Distress Event”), then such Administrative Agent may be removed as the Administrative Agent at the reasonable request of the Borrower and the Required Lenders. Upon receipt of any such resignationnotice of resignation or removal, as the case may be, the Required Majority Lenders shall have the right right, subject to the consent of the Borrower (not to be unreasonably withheld or delayed) so long as no Default under Section 11.1 or 11.5 is continuing, to appoint a successor, which shall be a bank with an office in the United States, or an Affiliate of any such bank with an office in the United States. If, in the case of the resignation of the Administrative Agent, no such successor Agent. If no successor Agent shall have been so appointed by the Required Lenders, Majority Lenders and shall have accepted such appointment, appointment within 30 thirty (30) days after the Administrative Agent gives notice of its resignation, then the Borrower shall have Administrative Agent may on behalf of the right to Lenders and the Letter of Credit Issuers, appoint a successor Administrative Agent provided such successor is a Lender hereunder or a commercial bank organized under meeting the laws of the United States of America or of any State thereof and has a combined capital and surplus of at least $400,000,000qualifications set forth above. Upon the acceptance of any a successor’s appointment as an the Administrative Agent hereunder hereunder, and upon the execution and filing or recording of such financing statements, or amendments thereto, and such other instruments or notices, as may be necessary or desirable, or as the Majority Lenders may request, in order to continue the perfection of the Liens granted or purported to be granted by a successorthe Security Documents, such successor Agent shall thereupon succeed to and become vested with all of the rights, powers, privileges and duties of the retiring (or retired) Administrative Agent, and the retiring Administrative Agent shall be discharged from all of its duties and obligations as an Agent, as appropriate, hereunder or under this Credit Agreement and the other Credit Documents (if not already discharged therefrom as provided above in this Section). The fees payable by the Borrower (following the effectiveness of such appointment) to the successor Administrative Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Borrower and such successor. After the retiring Administrative Agent’s resignation hereunder and under the other Credit Documents, the provisions of this Section 10.9 12 (including Section 12.7) and Section 13.5 shall inure to continue in effect for the benefit of such retiring Administrative Agent, its benefit as to sub agents and their respective Related Parties in respect of any actions taken or omitted to be taken by it any of them while it was an Agent under this Credit Agreement. If no successor the retiring Administrative Agent has accepted was acting as the Administrative Agent. Any resignation of any Person as Administrative Agent pursuant to this Section shall also constitute its resignation as Letter of Credit Issuer. Upon the acceptance of a successor’s appointment as Administrative Agent within sixty hereunder, (60a) days after such successor shall succeed to and become vested with all of the retiring Administrative Agent's giving notice of resignationrights, the retiring Administrative Agent's resignation shall nevertheless become effective powers, privileges and the Lenders shall perform all duties of the Administrative Agent retiring Letter of Credit Issuer, (b) the retiring Letter of Credit Issuer shall be discharged from all of their respective duties and obligations hereunder until such timeor under the other Credit Documents, and (c) the successor Letter of Credit Issuer shall issue letters of credit in substitution for the Letters of Credit, if any, as outstanding at the Required Lenders appoint a successor Administrative Agent as provided for above. Likewise, if no successor Collateral Agent has accepted appointment as Collateral Agent within sixty (60) days after time of such succession or make other arrangements satisfactory to the retiring Collateral Agent's giving notice Letter of resignation, Credit Issuer to effectively assume the obligations of the retiring Collateral Agent's resignation shall nevertheless become effective and the Lenders shall perform all duties Letter of the Collateral Agent under the Collateral Documents until Credit Issuer with respect to such time, if any, as the Required Lenders appoint a successor Collateral Agent as provided for above. Subject to the foregoing terms Letters of this Section 10.9, there shall at all times be a Person or Persons serving as Administrative Agent hereunder and, so long as no Default or Event of Default shall have occurred and be continuing, the appointment of any new Administrative Agent shall require the consent of the Borrower (which consent shall not be unreasonably withheld)Credit.

Successor Agent. Any Each Agent may, may resign as such at any time, resign time upon 20 days written at least 10 days’ prior notice to the Lenders, the Issuing Bank and Borrower. Upon any such resignation, the Required Lenders shall have the right right, in consultation with Borrower, to appoint a successor AgentAgent from among the Lenders. If no successor Agent shall have been so appointed by the Required Lenders, Lenders and shall have accepted such appointment, appointment within 30 10 days after the retiring Agent gives notice of its resignation, then the Borrower shall have retiring Agent may, on behalf of the right to Lenders and the Issuing Bank, appoint a successor Agent provided such Agent, which successor is a Lender hereunder or shall be (i) a commercial bank banking institution organized under the laws of the United States of America (or of any State thereof and has thereof) or a United States branch or agency of a commercial banking institution, in each case, having combined capital and surplus of at least $400,000,000. Upon 500,000,000, or an Affiliate of such institution, or (ii) another entity satisfactory to the acceptance of any appointment as an Required Lenders; provided that if such retiring Agent hereunder by is unable to find a successor, such successor Agent shall thereupon succeed that is willing to accept such appointment and become vested with all which meets the rightsqualifications set forth above, powers, privileges and duties of the retiring Agent, ’s resignation shall nevertheless thereupon become effective and the retiring (or retired) Agent shall be discharged from its duties and obligations as an Agentunder the Loan Documents, as appropriate, under this Credit Agreement and the other Credit Documents and the provisions of this Section 10.9 shall inure to its benefit as to any actions taken or omitted to be taken by it while it was an Agent under this Credit Agreement. If no successor Administrative Agent has accepted appointment as Administrative Agent within sixty (60) days after the retiring Administrative Agent's giving notice of resignation, the retiring Administrative Agent's resignation shall nevertheless become effective and the Required Lenders shall assume and perform all of the duties of the Administrative Agent hereunder until such time, if any, as the Required Lenders appoint a successor Administrative Agent as provided for above. Likewise, if no successor Collateral Agent has accepted appointment as Collateral Agent within sixty (60) days after the retiring Collateral Agent's giving notice of resignation, the retiring Collateral Agent's resignation shall nevertheless become effective and the Lenders shall perform all duties of the Collateral Agent under the Collateral Loan Documents until such time, if any, as the Required Lenders appoint a successor Collateral Agent. Any such resignation by an Agent as provided for above. Subject hereunder shall also constitute, to the foregoing terms of this Section 10.9extent applicable, there shall at all times be a Person or Persons serving its resignation as Administrative an Issuing Bank and as Swingline Lender, in which case such resigning Agent hereunder and, so long as no Default or Event of Default shall have occurred and be continuing, the appointment of any new Administrative Agent shall require the consent of the Borrower (which consent a) shall not be unreasonably withheld)required to issue any further Letters of Credit or make any additional Swingline Loans hereunder and (b) shall maintain all of its rights as Issuing Bank or Swingline Lender, as the case 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.

Successor Agent. Any (a) Subject to the appointment and acceptance of a successor Agent mayas provided in this Section 11.06, the Agent may resign at any time, resign upon 20 days time by giving thirty (30) days’ prior written notice thereof to the Requisite Lenders. The Agent may be removed as the Agent at the request of the Requisite Lenders. Upon any such resignationnotice of resignation or removal, the Required Requisite Lenders shall have the right right, to appoint a successor Agent. If no successor Agent shall have been so appointed by the Required Lenders, Requisite Lenders and shall have accepted such appointment, appointment within 30 thirty (30) days after the retiring Agent gives notice of its resignation, then the Borrower retiring Agent’s resignation shall have nevertheless thereupon become effective and the right to Requisite Lenders shall perform all of the duties of the Agent, as applicable, hereunder until such time, if any, as the Requisite Lenders appoint a successor Agent as provided for above. In such successor is a Lender hereunder or a commercial bank organized under case, the laws of Requisite Lenders shall appoint one Person to act as the United States of America or Agent for purposes of any State thereof communications with the Borrower, and has a combined capital until the Borrower shall have been notified in writing of such Person and surplus of at least $400,000,000such Person’s notice address as provided for in Section 12.01, the Borrower shall be entitled to give and receive communications to/from the resigning Agent. Upon the acceptance of any appointment as an the Agent hereunder by a successorsuccessor Agent and the payment of the outstanding fees and expenses of the resigning or removed Agent, such that successor Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring Agent, or removed Agent and the retiring or removed Agent shall promptly (i) transfer to such successor Agent all sums and other items of DIP Collateral held under the Security Instruments, together with all records and other documents necessary or appropriate in connection with the performance of the duties of the successor Agent under the Loan Documents, and (ii) execute and deliver to such successor Agent such amendments to financing statements, and take such other actions, as may be reasonably requested in connection with the assignment to such successor Agent of the security interests created under the Security Instruments (the reasonable out-of-pocket expenses of which shall be borne by the Borrower), whereupon such retiring or removed Agent shall be discharged from its duties and obligations hereunder. After any retiring Agent’s resignation or any Agent’s removal hereunder as an Agent, as appropriate, under this Credit Agreement and the other Credit Documents and the provisions of this Section 10.9 11.06 shall inure to its benefit as to any actions taken or omitted to be taken by it while it was an the Agent under this Credit Agreement. If no successor Administrative Agent has accepted appointment as Administrative Agent within sixty (60) days after the retiring Administrative Agent's giving notice of resignation, the retiring Administrative Agent's resignation shall nevertheless become effective and the Lenders shall perform all duties of the Administrative Agent hereunder until such time, if any, as the Required Lenders appoint a successor Administrative Agent as provided for above. Likewise, if no successor Collateral Agent has accepted appointment as Collateral Agent within sixty (60) days after the retiring Collateral Agent's giving notice of resignation, the retiring Collateral Agent's resignation shall nevertheless become effective and the Lenders shall perform all duties of the Collateral Agent under the Collateral Documents until such time, if any, as the Required Lenders appoint a successor Collateral Agent as provided for above. Subject to the foregoing terms of this Section 10.9, there shall at all times be a Person or Persons serving as Administrative Agent hereunder and, so long as no Default or Event of Default shall have occurred and be continuing, the appointment of any new Administrative Agent shall require the consent of the Borrower (which consent shall not be unreasonably withheld)hereunder.

Successor Agent. Any (a) The Administrative Agent may, may resign at any time, resign upon 20 days time by giving written notice thereof to the Lenders, the Swingline Banks, the LC Issuing Banks and the Borrower. Upon any such resignation, the Required Lenders shall have the right to appoint a successor Administrative Agent. Such successor shall be subject to the approval of the Borrower, such approval not to be unreasonably withheld or delayed; provided that such approval shall not be necessary if at the time such successor is appointed there shall have occurred and be continuing an Event of Default described in Section 6.01(a), 6.01(g) or 6.01(h). 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 resignationresignation (or such earlier day as shall be agreed by the Required Lenders) (the “Resignation Effective Date”), then the Borrower retiring Administrative Agent may, (but shall have not be obligated to), on behalf of the right to Lenders, the Swingline Banks and the LC Issuing Banks, appoint a successor Agent provided such successor is Administrative Agent, which shall be a Lender hereunder or a shall be another commercial bank or trust company organized under the laws of the United States of America or of any State thereof and has having a combined capital and surplus of at least $400,000,000500,000,000. Upon Such successor shall be subject to the acceptance approval of any appointment as an Agent hereunder by a successorthe Borrower, such successor Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring Agent, and the retiring Agent shall be discharged from its duties and obligations as an Agent, as appropriate, under this Credit Agreement and the other Credit Documents and the provisions of this Section 10.9 shall inure to its benefit as to any actions taken or omitted approval not to be taken by it while it was an Agent under this Credit Agreement. If no unreasonably withheld or delayed; provided that such approval shall not be necessary if at the time such successor Administrative Agent has accepted appointment as Administrative Agent within sixty (60) days after the retiring Administrative Agent's giving notice of resignation, the retiring Administrative Agent's resignation shall nevertheless become effective and the Lenders shall perform all duties of the Administrative Agent hereunder until such time, if any, as the Required Lenders appoint a successor Administrative Agent as provided for above. Likewise, if no successor Collateral Agent has accepted appointment as Collateral Agent within sixty (60) days after the retiring Collateral Agent's giving notice of resignation, the retiring Collateral Agent's resignation shall nevertheless become effective and the Lenders shall perform all duties of the Collateral Agent under the Collateral Documents until such time, if any, as the Required Lenders appoint a successor Collateral Agent as provided for above. Subject to the foregoing terms of this Section 10.9, is appointed there shall at all times be a Person or Persons serving as Administrative Agent hereunder and, so long as no Default or Event of Default shall have occurred and be continuingcontinuing an Event of Default described in Section 6.01(a), 6.01(g) or 6.01(h). Whether or not a successor has been appointed, such resignation shall become effective in accordance with such notice on the appointment of any new Administrative Agent shall require the consent of the Borrower (which consent shall not be unreasonably withheld)Resignation Effective Date.

Successor Agent. Any 101 Each of Collateral Agent may, and Administrative Agent may resign at any time, resign upon 20 days time by giving 15 days' written notice thereof to the Secured Parties and Borrower. Each of Collateral Agent and Administrative Agent may be removed involuntarily only for a material breach of its respective duties and obligations hereunder and under the other Credit Documents or for gross negligence or willful misconduct in connection with the performance of its respective duties hereunder or under the other Credit Documents and then only upon the affirmative vote of the Required Lenders (excluding Administrative Agent and Collateral Agent (as the case may be) from such vote and Administrative Agent's and Collateral Agent's (as the case may be) Proportionate Share (if any) of the Commitments from the amounts used to determine the portion of the Commitments necessary to constitute the required Proportionate Share of the remaining Lenders). Upon any such resignationresignation or removal of either Administrative Agent or Collateral Agent, the Required Lenders shall have the right right, with the consent of Borrower (such consent not to be unreasonably withheld or delayed) to appoint a successor AgentAdministrative Agent or Collateral Agent (as the case may be). If no successor Administrative Agent or Collateral Agent (as the case may be) shall have been so appointed by the Required Lenders, Lenders and shall have accepted such appointment, within 30 days after the retiring Administrative Agent's or Collateral Agent's (as the case may be) giving of notice of resignationresignation or the Lenders' removal of the retiring Administrative Agent or Collateral Agent (as the case may be), then the retiring Administrative Agent and Collateral Agent (as the case may be) may, on behalf of the Secured Parties, with the consent of Borrower shall have the right (such consent not to be unreasonably withheld or delayed), appoint a successor Administrative Agent provided such successor is or Collateral Agent (as the case may be) hereunder, which shall be a Lender, if any Lender hereunder or shall be willing to serve, and otherwise shall be a commercial bank organized under the laws of the United States of America or of any State thereof and has having a combined capital and surplus of at least $400,000,000500,000,000. Upon the acceptance of any appointment as an Administrative Agent hereunder or Collateral Agent (as the case may be) under the Operative Documents by a successorsuccessor Administrative Agent or Collateral Agent (as the case may be), such successor Administrative Agent or Collateral Agent (as the case may be) shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring AgentAdministrative Agent or Collateral Agent (as the case may be), and the retiring Administrative Agent or Collateral Agent (as the case may be) shall be discharged from its duties and obligations as an Administrative Agent or Collateral Agent (as the case may be) only under the Credit Documents. After any retiring Administrative Agent's or Collateral Agent's resignation or removal hereunder as Administrative Agent or Collateral Agent (as the case may be), as appropriate, under this Credit Agreement and the other Credit Documents and the provisions of this Section 10.9 Article 9 shall inure to its benefit as to any actions taken or omitted to be taken by it while it was an Agent under this Credit Agreement. If no successor Administrative Agent has accepted appointment as Administrative or Collateral Agent within sixty (60) days after the retiring Administrative Agent's giving notice of resignation, the retiring Administrative Agent's resignation shall nevertheless become effective and the Lenders shall perform all duties of the Administrative Agent hereunder until such time, if any, as the Required Lenders appoint a successor Administrative Agent as provided for above. Likewise, if no successor Collateral Agent has accepted appointment as Collateral Agent within sixty (60case may be) days after the retiring Collateral Agent's giving notice of resignation, the retiring Collateral Agent's resignation shall nevertheless become effective and the Lenders shall perform all duties of the Collateral Agent under the Collateral Documents until such time, if any, as the Required Lenders appoint a successor Collateral Agent as provided for above. Subject to the foregoing terms of this Section 10.9, there shall at all times be a Person or Persons serving as Administrative Agent hereunder and, so long as no Default or Event of Default shall have occurred and be continuing, the appointment of any new Administrative Agent shall require the consent of the Borrower (which consent shall not be unreasonably withheld)Operative Documents.

Successor Agent. Any Each Agent may, may resign as such at any time, resign time upon 20 days written at least 10 days’ prior notice to the Lenders, the Issuing Bank and the Administrative Borrower and without notice to the Bank Product Providers. Upon any such resignation, the Required Lenders shall have the right right, in consultation with the Administrative Borrower, so long as no Event of Default shall have then occurred and be continuing, to appoint a successor AgentAgent from among the Lenders. If no successor Agent shall have been so appointed by the Required Lenders, Lenders and shall have accepted such appointment, appointment within 30 10 days after the retiring Agent gives notice of its resignation, then the Borrower shall have retiring Agent may, on behalf of the right to Lenders and the Issuing Bank, appoint a successor Agent provided such Agent, which successor is a Lender hereunder or shall be a commercial bank banking institution or other finance company organized under the laws of the United States of America (or of any State thereof and has thereof) or a United States branch or agency of a commercial banking institution, in each case, having combined capital and surplus of at least $400,000,000500,000,000; provided, that if such retiring 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 resignation shall nevertheless thereupon become effective and the retiring (or retired) Agent shall be discharged from its duties and obligations under the Loan Documents, and the Lenders shall assume and perform all of the duties of the Agent under the Loan Documents until such time, if any, as the Required Lenders appoint a successor Agent. Upon the acceptance of any its appointment as an Agent hereunder by a successor, such successor Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring Agent, and the retiring (or retired) Agent shall be discharged from its duties and obligations under the Loan Documents. The fees payable by the Borrowers to a successor Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Borrowers and such successor. After an Agent’s resignation hereunder, as appropriate, under this Credit Agreement and the other Credit Documents and the provisions of this Article X, Section 10.9 11.03 and Sections 11.08 to 11.10 shall inure to continue in effect for the benefit of such retiring Agent, its benefit as to sub-agents and their respective Affiliates in respect of any actions taken or omitted to be taken by it any of them while it was an Agent under this Credit Agreement. If no successor Administrative Agent has accepted appointment acting as Administrative Agent within sixty (60) days after the retiring Administrative Agent's giving notice of resignation, the retiring Administrative Agent's resignation shall nevertheless become effective and the Lenders shall perform all duties of the Administrative Agent hereunder until such time, if any, as the Required Lenders appoint a successor Administrative Agent as provided for above. Likewise, if no successor Collateral Agent has accepted appointment as Collateral Agent within sixty (60) days after the retiring Collateral Agent's giving notice of resignation, the retiring Collateral Agent's resignation shall nevertheless become effective and the Lenders shall perform all duties of the Collateral Agent under the Collateral Documents until such time, if any, as the Required Lenders appoint a successor Collateral Agent as provided for above. Subject to the foregoing terms of this Section 10.9, there shall at all times be a Person or Persons serving as Administrative Agent hereunder and, so long as no Default or Event of Default shall have occurred and be continuing, the appointment of any new Administrative Agent shall require the consent of the Borrower (which consent shall not be unreasonably withheld).

Successor Agent. Any The Agent may, may resign at any time, resign upon 20 days time as Agent under the Loan Documents by giving at least 30 days’ prior written notice thereof to the LendersLenders and the Borrower. The Agent may be removed as Agent under the Loan Documents for good cause by all of the Lenders (other than the Lender then acting as Agent) upon at least 30 days’ prior notice. Upon any such resignationresignation or removal, the Required Requisite Lenders (other than the Lender then acting as Agent, in the case of the removal of the Agent under the immediately preceding sentence) shall have the right to appoint a successor Agent which appointment shall, provided no Default or Event of Default shall have occurred and be continuing, be subject to the Borrower’s approval, which approval shall not be unreasonably withheld or delayed (except that 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 by in accordance with the Required Lendersimmediately preceding sentence, and shall have accepted such appointment, within 30 days after the resigning Agent’s giving of notice of resignationresignation or the Lenders’ removal of the resigning Agent, then the Borrower shall have resigning or removed Agent may, on behalf of the right to Lenders, appoint a successor Agent provided such successor is Agent, which shall be a Lender, if any Lender hereunder or shall be willing to serve, and otherwise shall be a commercial bank organized under the laws of the United States of America or of any State thereof and has a having total combined capital and surplus assets of at least $400,000,00050,000,000,000. Upon the acceptance of any appointment as an Agent hereunder by a successorsuccessor Agent, such successor Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring AgentAgent and of the Swingline Lender, and the retiring Agent shall be discharged from its duties and obligations under the Loan Documents. Such successor Agent shall issue letters of credit in substitution for the Letters of Credit, if any, outstanding at the time of such succession or make other arrangements satisfactory to the current Agent to effectively assume the obligations of the current Agent with respect to such Letters of Credit. After any Agent’s resignation or removal hereunder as an Agent, as appropriate, under this Credit Agreement and the other Credit Documents and the provisions of this Section 10.9 Article XI. shall continue to inure to its benefit as to any actions taken or omitted to be taken by it while it was an Agent under this Credit Agreement. If no successor Administrative Agent has accepted appointment as Administrative Agent within sixty (60) days after the retiring Administrative Agent's giving notice of resignation, the retiring Administrative Agent's resignation shall nevertheless become effective and the Lenders shall perform all duties of the Administrative Agent hereunder until such time, if any, as the Required Lenders appoint a successor Administrative Agent as provided for above. Likewise, if no successor Collateral Agent has accepted appointment as Collateral Agent within sixty (60) days after the retiring Collateral Agent's giving notice of resignation, the retiring Collateral Agent's resignation shall nevertheless become effective and the Lenders shall perform all duties of the Collateral Agent under the Collateral Documents until such time, if any, as the Required Lenders appoint a successor Collateral Agent as provided for above. Subject to the foregoing terms of this Section 10.9, there shall at all times be a Person or Persons serving as Administrative Agent hereunder and, so long as no Default or Event of Default shall have occurred and be continuing, the appointment of any new Administrative Agent shall require the consent of the Borrower (which consent shall not be unreasonably withheld)Loan Documents.

Successor Agent. Any successor Agent mayappointed as provided in Section 19.7 shall execute, at any time, resign upon 20 days written notice acknowledge and deliver to the Lenders. Upon any Servicer, and to its predecessor Agent an instrument accepting such resignationappointment under this Agreement, and 108 116 thereupon the Required Lenders shall have resignation or removal of the right to appoint a successor Agent. If no successor predecessor Agent shall have been so appointed by the Required Lenders, become effective and shall have accepted such appointment, within 30 days after the notice of resignation, then the Borrower shall have the right to appoint a successor Agent provided such successor is a Lender hereunder agent, without any further act, deed or a commercial bank 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 $400,000,000. Upon the acceptance of any appointment conveyance (except as an Agent hereunder by a successorprovided below), such successor Agent shall thereupon succeed to and become fully vested with all the rights, power, duties and obligations of its predecessor under this Agreement, with like effect as if originally named as Agent; but, on request of the Servicer, or the successor Agent, such predecessor Agent shall, upon payment of its charges then unpaid, execute and deliver an instrument transferring to such successor Agent all of the rights, powers and trusts of the Agent so ceasing to act, and shall duly assign, transfer and deliver to such successor agent all property and money held by such agent so ceasing to act hereunder. Upon request of any such successor Agent, the Borrower shall execute any and all instruments for more fully and certainly vesting in and confirming to such successor Agent all such rights, powers and trusts. The predecessor Agent shall deliver to the successor Agent all documents and statements held by it under this Agreement or any Transaction Document; and the predecessor Agent and the other parties to the Transaction Documents shall amend any Transaction Document to make the successor Agent the successor to the predecessor Agent thereunder; and the Servicer and the predecessor Agent shall execute and deliver such instruments and do such other things as may reasonably be required for fully and certainly vesting and confirming in the successor Agent all such rights, powers, privileges duties and duties obligations. No successor Agent shall accept appointment as provided in this Section 19.8 unless at the time of the retiring Agent, and the retiring such acceptance such successor Agent shall be discharged from its duties and obligations as an Agent, as appropriate, eligible under this Credit Agreement and the other Credit Documents and the provisions of Section 19.6. Upon acceptance of appointment by a successor Agent as provided in this Section 10.9 19.8, the Borrower shall inure to its benefit as to any actions taken or omitted to be taken mail notice by it while it was an first-class mail of the successor of such Agent and the address of the successor Agent's corporate trust office under this Credit AgreementAgreement to all holders of Notes at their addresses as shown in the Note Register. If no successor Administrative Agent has accepted appointment as Administrative Agent the Borrower fails to mail such notice within sixty ten (6010) days after acceptance of appointment by the retiring Administrative successor Agent's giving notice of resignation, the retiring Administrative Agent's resignation successor Agent shall nevertheless become effective and cause such notice to be mailed at the Lenders shall perform all duties expense of the Administrative Agent hereunder until such time, if any, as the Required Lenders appoint a successor Administrative Agent as provided for above. Likewise, if no successor Collateral Agent has accepted appointment as Collateral Agent within sixty (60) days after the retiring Collateral Agent's giving notice of resignation, the retiring Collateral Agent's resignation shall nevertheless become effective and the Lenders shall perform all duties of the Collateral Agent under the Collateral Documents until such time, if any, as the Required Lenders appoint a successor Collateral Agent as provided for above. Subject to the foregoing terms of this Section 10.9, there shall at all times be a Person or Persons serving as Administrative Agent hereunder and, so long as no Default or Event of Default shall have occurred and be continuing, the appointment of any new Administrative Agent shall require the consent of the Borrower (which consent shall not be unreasonably withheld).

Successor Agent. Any (a) Each Agent may, may resign as such at any time, resign time upon 20 days at least thirty (30 ) days’ prior written notice to the Lenders, the L/C Issuer and the Borrower. Upon any such resignation, the Required Lenders shall have the right right, with the consent of Borrower (which consent (x) shall not be unreasonably withheld or delayed and shall not be required if an Event of Default under Section 9.1(a), (j) or (k) has occurred and is continuing and (y) shall be deemed to have been given if the Borrower shall not have responded (whether affirmatively, negatively or to respond that the relevant officers of the Borrower are not then available to make a determination) to a request for such consent within ten (10) Business Days after such request is made), to appoint a successor AgentAgent (which shall not be a Disqualified Institution). If no successor Agent shall have been so appointed by the Required Lenders, Lenders and shall have accepted such appointment, appointment within 30 days after the retiring Agent gives notice of its resignation, then the retiring Agent may (but shall not be obligated to), on behalf of the Lenders and the L/C Issuer, appoint a successor Agent, with the consent of the Borrower (which consent (x) shall not be unreasonably withheld or delayed and shall not be required if an Event of Default under Section 9.1(a), (j) or (k) has occurred and is continuing and (y) shall be deemed to have been given if the Borrower shall not have responded (whether affirmatively, negatively or to respond that the right relevant officers of the Borrower are not then available to make a determination) to a request for such consent within ten (10) Business Days after such request is made), to appoint a successor Agent provided (which shall not be a Disqualified Institution). If no successor shall have been so appointed by the Required 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 (but shall not be obligated to), on behalf of the Lenders and the L/C Issuer, appoint a successor Agent, with the consent of the Borrower (which consent (x) shall not be unreasonably withheld or delayed and shall not be required if an Event of Default under Section 9.1(a), (j) or (k) has occurred and is continuing and (y) shall be deemed to have been given if the Borrower shall not have responded (whether affirmatively, negatively or to respond that the relevant officers of the Borrower are not then available to make a Lender hereunder or determination) to a request for such consent within ten (10) Business Days after such request is made), which may not be a Disqualified Institution and which successor shall be a commercial bank banking institution organized under the laws of the United States of America (or of any State thereof and has thereof) or a United States branch or agency of a commercial banking institution, in each case, having combined capital and surplus of at least $400,000,000. Upon 500,000,000; provided that if such retiring Agent is unable to find a commercial banking institution that is willing to accept such appointment and which meets the acceptance of any appointment as an Agent hereunder by a successorqualifications set forth above, such successor Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring Agent, ’s resignation shall nevertheless thereupon become effective and the retiring (or retired) Agent shall be discharged from its duties and obligations as an Agent, as appropriate, under this Credit Agreement and the other Credit Loan Documents and (except that in the provisions case of this Section 10.9 shall inure to its benefit as to any actions taken or omitted to be taken collateral security held by it while it was an Agent under this Credit Agreement. If no successor the Administrative Agent has accepted appointment in its capacity as Administrative Agent within sixty (60) days after collateral agent for the retiring Administrative Agent's giving notice of resignationSecured Creditors for perfection purposes, the retiring Administrative Agent's resignation Agent shall nevertheless become effective and the Lenders shall perform all duties of the Administrative Agent hereunder continue to hold such collateral security until such time, if any, time as the Required Lenders appoint a successor Administrative Agent as provided for above. Likewiseis appointed), if no successor Collateral Agent has accepted appointment as Collateral Agent within sixty (60) days after the retiring Collateral Agent's giving notice of resignation, the retiring Collateral Agent's resignation shall nevertheless become effective and the Required Lenders shall assume and perform all of the duties of the Collateral Agent under the Collateral Loan Documents until such time, if any, as the Required Lenders appoint a successor Collateral Agent. In no event shall any successor Administrative Agent as provided for above. Subject to the foregoing terms of this Section 10.9, there shall at all times be a Person or Persons serving as Administrative Agent hereunder and, so long as no Default or Event of Default shall have occurred and be continuing, the appointment of any new Administrative Agent shall require the consent of the Borrower (which consent shall not be unreasonably withheld)Defaulting Lender.

Successor Agent. Any (a) Each Agent may, may resign as such at any time, resign time upon 20 days at least 30 days’ prior written notice to the Lenders, the L/C Issuer and Borrower. Upon any such resignation, the Required Lenders shall have the right right, with the consent of Borrower (which consent shall not be unreasonably withheld or delayed and shall not be required if an Event of Default under Section 9.1(a), (j) or (k) has occurred and is continuing), to appoint a successor AgentAgent (which shall not be a Disqualified Institution). If no successor Agent shall have been so appointed by the Required Lenders, Lenders and shall have accepted such appointment, appointment within 30 days after the retiring Agent gives notice of its resignation, then the Borrower shall have retiring Agent may, on behalf of the right to Lenders and the L/C Issuer, appoint a successor Agent provided such Agent, with the consent of Borrower (which consent shall not be unreasonably withheld or delayed and shall not be required if an Event of Default under Section 9.1(a), (j) or (k) has occurred and is continuing), which may not be a Disqualified Institution and which successor is a Lender hereunder or shall be a commercial bank banking institution organized under the laws of the United States of America (or of any State thereof and has thereof) or a United States branch or agency of a commercial banking institution, in each case, having combined capital and surplus of at least $400,000,000. Upon 500,000,000; provided that if such retiring Agent is unable to find a commercial banking institution that is willing to accept such appointment and which meets the acceptance of any appointment as an Agent hereunder by a successorqualifications set forth above, such successor Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring Agent, ’s resignation shall nevertheless thereupon become effective and the retiring (or retired) Agent shall be discharged from its duties and obligations as an Agent, as appropriate, under this Credit Agreement and the other Credit Loan Documents and (except that in the provisions case of this Section 10.9 shall inure to its benefit as to any actions taken or omitted to be taken collateral security held by it while it was an Agent under this Credit Agreement. If no successor the Administrative Agent has accepted appointment in its capacity as Administrative Agent within sixty (60) days after collateral agent for the retiring Administrative Agent's giving notice of resignationSecured Creditors for perfection purposes, the retiring Administrative Agent's resignation Agent shall nevertheless become effective and the Lenders shall perform all duties of the Administrative Agent hereunder continue to hold such collateral security until such time, if any, time as the Required Lenders appoint a successor Administrative Agent as provided for above. Likewiseis appointed), if no successor Collateral Agent has accepted appointment as Collateral Agent within sixty (60) days after the retiring Collateral Agent's giving notice of resignation, the retiring Collateral Agent's resignation shall nevertheless become effective and the Required Lenders shall assume and perform all of the duties of the Collateral Agent under the Collateral Loan Documents until such time, if any, as the Required Lenders appoint a successor Collateral Agent as provided for above. Subject to the foregoing terms of this Section 10.9, there shall at all times be a Person or Persons serving as Administrative Agent hereunder and, so long as no Default or Event of Default shall have occurred and be continuing, the appointment of any new Administrative Agent shall require the consent of the Borrower (which consent shall not be unreasonably withheld)Agent.

Successor Agent. Any Agent may, If at any timetime the Agent deems it advisable, resign upon 20 days in its sole discretion, it may submit to the Issuing Bank, each of the Lenders and any Borrower a written notice of its resignation as Agent under the Loan Documents, such resignation to be effective upon the Lendersearlier of (i) the written acceptance of the duties of the Agent under the Loan Documents by a successor Agent and (ii) on the 30th day after the date of such notice. Upon any such resignation, the Required Lenders shall have the right to appoint from among the Lenders which is a commercial bank a successor Agent. If no successor Agent shall have been so appointed by the Required Lenders, Lenders and shall have accepted such appointment, appointment in writing within 30 days after the retiring Agent's giving of notice of resignation, then the Borrower shall have retiring Agent may, on behalf of the right to Issuing Bank and the Lenders, appoint a successor Agent, which successor Agent provided such successor is a Lender hereunder or shall be a commercial bank organized under the laws of the United States of America or of any State thereof and has having a combined capital capital, surplus, and surplus undivided profits of at least $400,000,000250,000,000 and which shall be reasonably acceptable to the Parent. Upon the acceptance of any appointment as an Agent hereunder by a successorsuccessor Agent, such successor Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring Agent, and the retiring Agent's rights, powers, privileges and duties as Agent under the Loan Documents shall be discharged from its duties terminated. The Borrowers, the other Obligors, the Issuing Bank and obligations the Lenders shall execute such documents as an shall be necessary to effect such appointment. After any retiring Agent's resignation as Agent, as appropriate, under this Credit Agreement and the other Credit Documents and the provisions of this Section 10.9 the Loan Documents shall inure to its benefit as to any actions taken or omitted to be taken by it it, and any amounts owing to it, while it was an Agent under this Credit Agreementthe Loan Documents. If no successor Administrative Agent has accepted appointment as Administrative Agent within sixty (60) days after at any time there shall not be a duly appointed and acting Agent, each Borrower agrees, jointly and severally, to make each payment due under the retiring Administrative Agent's giving notice of resignation, Loan Documents directly to the retiring Administrative Agent's resignation shall nevertheless become effective Issuing Bank and the Lenders shall perform all duties of the Administrative Agent hereunder until entitled thereto during such time, if any, as the Required Lenders appoint a successor Administrative Agent as provided for above. Likewise, if no successor Collateral Agent has accepted appointment as Collateral Agent within sixty (60) days after the retiring Collateral Agent's giving notice of resignation, the retiring Collateral Agent's resignation shall nevertheless become effective and the Lenders shall perform all duties of the Collateral Agent under the Collateral Documents until such time, if any, as the Required Lenders appoint a successor Collateral Agent as provided for above. Subject to the foregoing terms of this Section 10.9, there shall at all times be a Person or Persons serving as Administrative Agent hereunder and, so long as no Default or Event of Default shall have occurred and be continuing, the appointment of any new Administrative Agent shall require the consent of the Borrower (which consent shall not be unreasonably withheld).

Successor Agent. Any BankBoston, or any successor Agent, may --------------- resign as Agent may, at any time, resign upon 20 days time by giving written notice thereof to the LendersBanks and to the Borrower. The Majority Banks may remove the Agent in the event of the Agent's willful misconduct or gross negligence or in the event that the Agent ceases to hold a Commitment under this Agreement. In addition, the Borrower may remove the Agent in the event that the Agent holds (without participation) less than the Minimum Commitment, provided that if the Agent holds less than the -------- Minimum Commitment at any time as a result of the merger or consolidation of any of the other Banks or as a result of events other than the sale by the Agent of any portion of its Commitment, the Agent shall have a period of ninety (90) days after its failure to hold at least the Minimum Commitment to cure such failure. Any such resignation or removal shall be effective upon appointment and acceptance of a successor Agent, as hereinafter provided. Upon any such resignationresignation or removal, the Required Lenders Majority Banks shall have the right to appoint a successor Agent, which is a Bank under this Agreement and which holds at least the Minimum Commitment, provided that so long as no Default or Event of Default -------- has occurred and is continuing the Borrower shall have the right to approve any successor Agent, which approval shall not be unreasonably withheld. If If, in the case of a resignation by the Agent, no successor Agent shall have been so appointed by the Required LendersMajority Banks and approved by the Borrower, and shall have accepted such appointment, within 30 thirty (30) days after the retiring Agent's giving of notice of resignation, then the Borrower shall have retiring Agent may, on behalf of the right to Banks, appoint any one of the other Banks as a successor Agent provided such Agent. The Borrower acknowledges that any Bank which acquires BankBoston is acceptable as a successor is a Lender hereunder or a commercial bank 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 $400,000,000Agent. Upon the acceptance of any appointment as an Agent hereunder by a successorsuccessor Agent, such successor Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring or removed Agent, and the retiring or removed Agent shall be discharged from its all further duties and obligations as an Agent under this Agreement. After any Agent's resignation or removal hereunder as Agent, as appropriate, under this Credit Agreement and the other Credit Documents and the provisions of this Section 10.9 (S)16 shall inure to its benefit as to any actions taken or omitted to be taken by it while it was an Agent under this Credit Agreement. If no successor Administrative The Agent has accepted appointment as Administrative Agent within sixty (60) days after the retiring Administrative Agent's giving notice of resignation, the retiring Administrative Agent's resignation shall nevertheless become effective and the Lenders shall perform all duties of the Administrative Agent hereunder until such time, if any, as the Required Lenders appoint a successor Administrative Agent as provided for above. Likewise, if no successor Collateral Agent has accepted appointment as Collateral Agent within sixty (60) days after the retiring Collateral Agent's giving notice of resignation, the retiring Collateral Agent's resignation shall nevertheless become effective and the Lenders shall perform all duties of the Collateral Agent under the Collateral Documents until such time, if any, as the Required Lenders appoint a successor Collateral Agent as provided for above. Subject to the foregoing terms of this Section 10.9, there shall at all times be a Person or Persons serving as Administrative Agent hereunder and, so long as no Default or Event of Default shall have occurred and be continuing, the appointment of any new Administrative Agent shall require the consent of the Borrower (which consent agrees that it shall not be unreasonably withheld)assign any of its rights or duties as Agent to any other Person.

Successor Agent. Any Agent may, may resign at any time, resign upon 20 days time by giving five (5) Business Days' written notice thereof to the Lenders, the Issuing Bank, the other Agents and the Borrower. Upon any such resignationresignation of any Agent, the Required Lenders shall have the right to appoint a successor Agent, which so long as there is no Default, or Event of Default, shall be reasonably satisfactory to the Borrower. If no successor Agent shall have been so appointed by the Required Lenders, Lenders and shall have accepted such appointment, within 30 days after the retiring Agent's giving of notice of resignation, then the Borrower shall have retiring Agent may, on behalf of the right to Lenders, the other Agents and the Issuing Bank, appoint a successor Agent provided such successor is a Lender hereunder or which shall be (i) a commercial bank (or affiliate thereof) organized under the laws of the United States of America or of any State thereof and has having a combined capital and surplus of at a least $400,000,000100,000,000, (ii) or a Lender capable of complying with all of the duties of such Agent (and the Issuing Bank), hereunder (in the opinion of the retiring Agent and as certified to the Lenders in writing by such successor Agent) which, in the case of (i) and (ii) above, so long as there is no Default, or Event of Default, shall be reasonably satisfactory to the Borrower. Upon the acceptance of any appointment as an Agent hereunder by a successorsuccessor Agent, such successor Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring Agent, Agent and the retiring Agent shall be discharged from its duties and obligations under this Agreement. After any retiring Agent's resignation hereunder as an such Agent, as appropriate, under this Credit Agreement and the other Credit Documents and the provisions of this Section 10.9 Article 8 shall inure to its benefit as to any actions taken or omitted to be taken by it while it was an such Agent under this Credit Agreement. If no successor Administrative Agent has accepted appointment as Administrative Agent within sixty (60) days after the retiring Administrative Agent's giving notice of resignation, the retiring Administrative Agent's resignation shall nevertheless become effective and the Lenders shall perform all duties of the Administrative Agent hereunder until such time, if any, as the Required Lenders appoint a successor Administrative Agent as provided for above. Likewise, if no successor Collateral Agent has accepted appointment as Collateral Agent within sixty (60) days after the retiring Collateral Agent's giving notice of resignation, the retiring Collateral Agent's resignation shall nevertheless become effective and the Lenders shall perform all duties of the Collateral Agent under the Collateral Documents until such time, if any, as the Required Lenders appoint a successor Collateral Agent as provided for above. Subject to the foregoing terms of this Section 10.9, there shall at all times be a Person or Persons serving as Administrative Agent hereunder and, so long as no Default or Event of Default shall have occurred and be continuing, the appointment of any new Administrative Agent shall require the consent of the Borrower (which consent shall not be unreasonably withheld).

Successor Agent. Any Each Agent may, may resign as such at any time, resign time upon 20 days written at least 30 days' prior notice to the Lenders, the Issuing Bank and Borrower (except that such consultation is not required while an Event of Default under Sections 8.01(a), 8.01(g) or 8.01(h) has occurred and is continuing). Upon any such resignation, the Required Lenders shall have the right right, in consultation with Borrower, to appoint a successor AgentAgent from among the Lenders. If no successor Agent shall have been so appointed by the Required Lenders, Lenders and shall have accepted such appointment, appointment within 30 days after the retiring Agent gives notice of its resignation, then the Borrower shall have retiring Agent may, on behalf of the right to Lenders and the Issuing Bank, appoint a successor Agent provided such Agent, which successor is a Lender hereunder or shall be a commercial bank banking institution organized under the laws of the United States of America (or of any State thereof and has thereof) or a United States branch or agency of a commercial banking institution or a non-bank financial institution, in each case, having combined capital and surplus of at least $400,000,000250.0 million; provided that if such retiring Agent is unable to find a commercial banking institution or a non-bank financial institution which is willing to accept such appointment and which meets the qualifications set forth above, the retiring Agent's resignation shall nevertheless thereupon become effective, and the Lenders shall assume and perform all of the duties of the resigning Agent hereunder until such time, if any, as the Required Lenders appoint a successor Agent. Upon the acceptance of any its appointment as an Agent hereunder by a successor, such successor Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring Agent, and the retiring Agent shall be discharged from its duties and obligations hereunder. 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 an Agent's resignation hereunder, as appropriate, under this Credit Agreement and the other Credit Documents and the provisions of this Article X and Section 10.9 11.03 shall inure to continue in effect for the benefit of such retiring Agent, its benefit as to sub-agents and their respective Affiliates in respect of any actions taken or omitted to be taken by it any of them while it was an Agent under this Credit Agreement. If no successor Administrative Agent has accepted appointment acting as Administrative Agent within sixty (60) days after the retiring Administrative Agent's giving notice of resignation, the retiring Administrative Agent's resignation shall nevertheless become effective and the Lenders shall perform all duties of the Administrative Agent hereunder until such time, if any, as the Required Lenders appoint a successor Administrative Agent as provided for above. Likewise, if no successor Collateral Agent has accepted appointment as Collateral Agent within sixty (60) days after the retiring Collateral Agent's giving notice of resignation, the retiring Collateral Agent's resignation shall nevertheless become effective and the Lenders shall perform all duties of the Collateral Agent under the Collateral Documents until such time, if any, as the Required Lenders appoint a successor Collateral Agent as provided for above. Subject to the foregoing terms of this Section 10.9, there shall at all times be a Person or Persons serving as Administrative Agent hereunder and, so long as no Default or Event of Default shall have occurred and be continuing, the appointment of any new Administrative Agent shall require the consent of the Borrower (which consent shall not be unreasonably withheld).

Successor Agent. Any (a) Subject to the appointment and acceptance of a successor Agent mayas provided in this Section 9.5, the Agent may resign at any time, resign upon 20 days time by giving thirty (30) days’ prior written notice thereof to the LendersRequisite Holders, and the Issuer. Agent may be removed as Agent at the request of the Requisite Holders. Upon any such resignationnotice of resignation or removal, the Required Lenders Requisite Holders shall have the right (in consultation with the Issuer unless an Event of Default shall have occurred and is continuing), to appoint a successor Agent. If no successor Agent shall have been so appointed by the Required Lenders, Requisite Holders and shall have accepted such appointment, appointment within 30 thirty (30) days after the retiring Agent gives notice of its resignation, then the Borrower retiring Agent’s resignation shall have nevertheless thereupon become effective and the right to Requisite Holders shall perform all of the duties of Agent, as applicable, hereunder until such time, if any, as the Requisite Holders appoint a successor Agent as provided for above. In such successor is a Lender hereunder or a commercial bank organized under case, the laws of the United States of America or Requisite Holders shall appoint one Person to act as Agent for purposes of any State thereof communications with the Issuer, and has a combined capital until the Issuer shall have been notified in writing of such Person and surplus of at least $400,000,000such Person’s notice address as provided for in Section 10.1, the Issuer shall be entitled to give and receive communications to/from the resigning Agent. Upon the acceptance of any appointment as an Agent hereunder by a successorsuccessor Agent and the payment of the outstanding fees and expenses of the resigning or removed Agent, such that successor Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring Agent, or removed Agent and the retiring or removed Agent shall promptly (i) transfer to such successor Agent all sums and other items of Collateral held under the Security Instruments, together with all records and other documents necessary or appropriate in connection with the performance of the duties of the successor Agent under the Note Documents, and (ii) execute and deliver to such successor Agent such amendments to financing statements, and take such other actions, as may be reasonably requested in connection with the assignment to such successor Agent of the security interests created under the Security Instruments (the reasonable out-of-pocket expenses of which shall be borne by the Issuer), whereupon such retiring or removed Agent shall be discharged from its duties and obligations hereunder. After any retiring Agent’s resignation or any Agent’s removal hereunder as an Agent, as appropriate, under this Credit Agreement and the other Credit Documents and the provisions of this Section 10.9 9.5 shall inure to its benefit as to any actions taken or omitted to be taken by it while it was an Agent under this Credit Agreement. If no successor Administrative Agent has accepted appointment as Administrative Agent within sixty (60) days after the retiring Administrative Agent's giving notice of resignation, the retiring Administrative Agent's resignation shall nevertheless become effective and the Lenders shall perform all duties of the Administrative Agent hereunder until such time, if any, as the Required Lenders appoint a successor Administrative Agent as provided for above. Likewise, if no successor Collateral Agent has accepted appointment as Collateral Agent within sixty (60) days after the retiring Collateral Agent's giving notice of resignation, the retiring Collateral Agent's resignation shall nevertheless become effective and the Lenders shall perform all duties of the Collateral Agent under the Collateral Documents until such time, if any, as the Required Lenders appoint a successor Collateral Agent as provided for above. Subject to the foregoing terms of this Section 10.9, there shall at all times be a Person or Persons serving as Administrative Agent hereunder and, so long as no Default or Event of Default shall have occurred and be continuing, the appointment of any new Administrative Agent shall require the consent of the Borrower (which consent shall not be unreasonably withheld)hereunder.