Common use of Successor Agents Clause in Contracts

Successor Agents. Any Agent may resign at any time by giving thirty (30) Business Days’ written notice thereof to the other Secured Parties and the Lead Borrower. Upon any such resignation of an Agent, the Required Lenders shall have the right to appoint a successor Agent, which, so long as there is no Specified Default, shall be reasonably satisfactory to the Lead Borrower (whose consent in any event shall not be unreasonably withheld or delayed). If no successor Agent shall have been so appointed by the Required Lenders and/or none shall have accepted such appointment within thirty (30) days after the retiring Agent’s giving of notice of resignation, the retiring Agent may, on behalf of the other Secured Parties, appoint a successor Agent which shall be a commercial bank (or affiliate thereof) organized under the laws of the United States of America or of any State thereof and having a combined capital and surplus of a least $1,000,000,000, or capable of complying with all of the duties of such Agent hereunder (in the opinion of the retiring Agent and as certified to the other Secured Parties in writing by such successor Agent) which, so long as there is no Specified Default, shall be reasonably satisfactory to the Lead Borrower (whose consent shall not in any event be unreasonably withheld or delayed). Upon the acceptance of any appointment as Agent by a successor Agent, such successor Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring Agent and the retiring Agent shall be discharged from its duties and obligations under this Agreement. After any retiring Agent’s resignation hereunder as such Agent, the provisions of this Article VIII shall inure to its benefit as to any actions taken or omitted to be taken by it while it was such Agent under this Agreement.

Successor Agents. Any Agent may resign at any time by giving thirty (30) Business Days’ written notice thereof to the other Secured Parties and the Lead Borrower. Upon any such resignation of an Agent, the Required Lenders shall have the right to appoint a successor Agent, which, so long as there is no Specified payment or bankruptcy Event of Default, shall be reasonably satisfactory to the Lead Borrower (whose consent in any event shall not be unreasonably withheld withheld, delayed or delayedconditioned). If no successor Agent shall have been so appointed by the Required Lenders and/or none shall have accepted such appointment within thirty (30) days after the retiring Agent’s giving of notice of resignation, the retiring Agent may, on behalf of the other Secured Parties, appoint a successor Agent which shall be a commercial bank (or affiliate thereof) organized under the laws of the United States of America or of any State thereof and having a combined capital and surplus of a least $1,000,000,000, or capable of complying with all of the duties of such Agent hereunder (in the opinion of the retiring Agent and as certified to the other Secured Parties in writing by such successor Agent) which, so long as there is no Specified payment or bankruptcy Event of Default, shall be reasonably satisfactory to the Lead Borrower (whose consent shall not in any event be unreasonably withheld withheld, delayed or delayedconditioned). Upon the acceptance of any appointment as Agent by a successor Agent, such successor Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring Agent and the retiring Agent shall be discharged from its duties and obligations under this Agreement. After any retiring Agent’s resignation hereunder as such Agent, the provisions of this Article VIII shall inure to its benefit as to any actions taken or omitted to be taken by it while it was such Agent under this Agreement.

Successor Agents. (a) Any Agent may resign at any time by giving thirty (30) Business Days’ written notice thereof to the other Secured Parties Lenders and the Lead Administrative Borrower. Upon any such resignation of an Agentresignation, the Required Lenders shall have the right to appoint a successor Agent, which, so long as there is no Specified Default, shall be reasonably satisfactory to the Lead Borrower (whose consent in any event shall not be unreasonably withheld or delayed). If no successor Agent agent shall have been so appointed by the Required Lenders and/or none and shall have accepted such appointment within thirty (30) days after the retiring Agent’s giving of Agent gives notice of resignation, then the retiring Agent may, on behalf of the other Secured PartiesLenders, appoint a successor Agent which shall be any Lender or a commercial bank (or affiliate thereof) organized under the laws of the United States of America or of any State political subdivision thereof and having a which has combined capital and surplus reserves in excess of a least $1,000,000,000, or capable of complying with all of the duties of such Agent hereunder (in the opinion of the retiring Agent and as certified to the other Secured Parties in writing by such successor Agent) which, so long as there is no Specified Default, shall be reasonably satisfactory to the Lead Borrower (whose consent shall not in any event be unreasonably withheld or delayed)250,000,000. Upon the acceptance of any appointment as an Agent by a successor Agenthereunder, such successor Agent agent shall thereupon succeed to and become vested with all the rights, powers, privileges privileges, duties and duties obligations of the retiring Agent and the term “Administrative Agent,” “Collateral Agent,” or “Agents,” as the case may be, shall mean such successor agent, and the retiring Agent shall be discharged from its duties and obligations under this Agreementthe Loan Documents. After any retiring Agent’s resignation hereunder as such Agenthereunder, the provisions of this Article VIII shall inure to continue in effect for its benefit as to in respect of any actions taken or omitted to be taken by it while it was such acting as an Agent. Any resignation by CIT Finance LLC as Administrative Agent under pursuant to this AgreementSection 8.09(a) shall also constitute its resignation as the Collateral Agent, as a Swingline Lender and as the Issuing Bank, unless otherwise specifically stated in writing by CIT Finance LLC at its sole option.

Successor Agents. Any Agent may resign at any time by giving thirty (30) Business Days’ written notice thereof Subject to the other Secured Parties terms of this Section 12.05, each Agent may, upon thirty days’ notice to the Lenders and the Lead Borrower. Upon any such resignation of an , resign as Administrative Agent or Collateral Agent, as applicable. If an Agent shall resign then the Required Lenders shall have the right to appoint a successor Agent, which, agent. If for any reason a successor agent is not so long as there is no Specified Default, appointed and does not accept such appointment within thirty days of notice of resignation such Agent may appoint a successor agent. The appointment of any successor Agent shall be reasonably satisfactory subject to the Lead prior written consent of the Borrower (whose which consent in any event shall not be unreasonably withheld or delayed). If no ; provided that the consent of the Borrower to any such appointment shall not be required if (i) an Event of Default shall have occurred and is continuing or, (ii) if such successor Agent is a Lender or an Affiliate of such Agent or any Lender. Any resignation of an Agent shall have been so appointed by be effective upon the Required Lenders and/or none shall have accepted such appointment within thirty (30) days after of a successor agent pursuant to this Section 12.05. After the effectiveness of any retiring Agent’s giving of notice of resignation, the retiring Agent may, on behalf of the other Secured Parties, appoint a successor Agent which shall be a commercial bank (or affiliate thereof) organized under the laws of the United States of America or of any State thereof and having a combined capital and surplus of a least $1,000,000,000, or capable of complying with all of the duties of such Agent resignation hereunder (in the opinion of the retiring Agent and as certified to the other Secured Parties in writing by such successor Agent) which, so long as there is no Specified Default, shall be reasonably satisfactory to the Lead Borrower (whose consent shall not in any event be unreasonably withheld or delayed). Upon the acceptance of any appointment as Agent by a successor Agent, such successor Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring Agent and the retiring Agent shall be discharged from its duties and obligations hereunder and under this Agreement. After any retiring Agent’s resignation hereunder as such Agent, the other Facility Documents and the provisions of this Article VIII XII shall inure to continue in effect for its benefit as with respect to any actions taken or omitted to be taken by it while it was such Agent under this Agreement and under the other Facility Documents. Any Person (i) into which the Collateral Agent may be merged or consolidated, (ii) that may result from any merger or consolidation to which the Collateral Agent shall be a party, or (iii) that may succeed to the corporate trust properties and assets of the Collateral Agent substantially as a whole, shall be the successor to the Collateral Agent under this Agreement without further act of any of the parties to this Agreement.

Successor Agents. Any Subject to the terms of this Section 12.05, each Agent may resign at any time by giving may, upon thirty (30) Business Daysdays’ written notice thereof to the other Secured Parties Lenders and the Lead Borrower. Upon any such resignation of an , resign as Administrative Agent or Collateral Agent, as applicable. If an Agent shall resign then the Required Lenders shall have the right to appoint a successor Agent, which, agent. If for any reason a successor agent is not so long as there is no Specified Default, appointed and does not accept such appointment within thirty (30) days of notice of resignation such Agent may appoint a successor agent. The appointment of any successor Agent shall be reasonably satisfactory subject to the Lead prior written consent of the Borrower (whose which consent in any event shall not be unreasonably withheld or delayed). If no ; provided that the consent of the Borrower to any such appointment shall not be required if (i) an Event of Default shall have occurred and is continuing or, (ii) if such successor Agent is a Lender or an Affiliate of such Agent or any Lender. Any resignation of an Agent shall have been so appointed by be effective upon the Required Lenders and/or none shall have accepted such appointment within thirty (30) days after of a successor agent pursuant to this Section 12.05. After the effectiveness of any retiring Agent’s giving of notice of resignation, the retiring Agent may, on behalf of the other Secured Parties, appoint a successor Agent which shall be a commercial bank (or affiliate thereof) organized under the laws of the United States of America or of any State thereof and having a combined capital and surplus of a least $1,000,000,000, or capable of complying with all of the duties of such Agent resignation hereunder (in the opinion of the retiring Agent and as certified to the other Secured Parties in writing by such successor Agent) which, so long as there is no Specified Default, shall be reasonably satisfactory to the Lead Borrower (whose consent shall not in any event be unreasonably withheld or delayed). Upon the acceptance of any appointment as Agent by a successor Agent, such successor Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring Agent and the retiring Agent shall be discharged from its duties and obligations hereunder and under this Agreement. After any retiring Agent’s resignation hereunder as such Agent, the other Facility Documents and the provisions of this Article VIII XII shall inure to continue in effect for its benefit as with respect to any actions taken or omitted to be taken by it while it was such Agent under this Agreement and under the other Facility Documents. Any Person (i) into which the Collateral Agent may be merged or consolidated, (ii) that may result from any merger or consolidation to which the Collateral Agent shall be a party, or (iii) that may succeed to the corporate trust properties and assets of the Collateral Agent substantially as a whole, shall be the successor to the Collateral Agent under this Agreement without further act of any of the parties to this Agreement.

Successor Agents. Any Agent may resign at any time by giving thirty (30) Business Days’ written notice thereof to the other Secured Credit Parties and the Lead Borrower. Upon any such resignation of an Agent, the Required Lenders shall have the right to appoint a successor Agent, which, so long as there is no Specified DefaultEvent of Default under SECTION 7.01(h) or (i), shall be reasonably satisfactory to the Lead Borrower (whose consent in any event shall not be unreasonably withheld or delayed). If no successor Agent shall have been so appointed by the Required Lenders and/or none shall have accepted such appointment within thirty (30) days Business Days after the retiring Agent’s giving of notice of resignation, the retiring Agent may, on behalf of the other Secured Credit Parties, appoint a successor Agent which which, (i) shall be a Person a commercial bank (or affiliate thereof) organized under the laws of the United States of America or of any State thereof and having a combined capital and surplus of a least $1,000,000,000100,000,000, or (ii) capable of complying with all of the duties of such Agent hereunder (in the opinion of the retiring Agent and as certified to the other Secured Credit Parties in writing by such successor Agent) which, so long as there is no Specified DefaultEvent of Default under SECTION 7.01(h) or (i), shall be reasonably satisfactory to the Lead Borrower (whose consent shall not in any event be unreasonably withheld or delayed). Upon the acceptance of any appointment as Agent by a successor Agent, such successor Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring Agent and the retiring Agent shall be discharged from its duties and obligations under this Agreement. After any retiring Agent’s resignation hereunder as such Agent, the provisions of this Article VIII shall inure to its benefit as to any actions taken or omitted to be taken by it while it was such Agent under this Agreement.

Successor Agents. Any The Administrative Agent may resign as the Administrative Agent upon at any time by giving least thirty (30) Business Daysdays’ prior written notice thereof to the other Secured Parties Lenders and the Lead Borrower. If the Administrative Agent is in material breach of its obligations hereunder as Administrative Agent, then the Administrative Agent may be removed as the Administrative Agent at the request of the Required Lenders. If at any time, the Administrative Agent is a Defaulting Lender, the Administrative Agent may be removed as the Administrative Agent hereunder by the Borrower upon fifteen (15) days’ notice to the Lenders. Such removal shall take effect upon the appointment of a successor Administrative Agent as provided below. Upon receipt of any such notice of resignation of an Agentor upon such removal, the Required Lenders shall have appoint from among the right to appoint Lenders a successor Agentagent for the Lenders, which, so long as there is no Specified Default, which successor agent shall be reasonably satisfactory (a) a bank with an office in the United States or an Affiliate of any such bank with an office in the United States, and (b) consented to by the Lead Borrower at all times other than during the existence of an Event of Default under Section 9.01(f) or (whose g) (which consent in any event of the Borrower shall not be unreasonably withheld or delayed). If no successor Agent shall have been so agent is appointed by prior to the Required Lenders and/or none shall have accepted such appointment within thirty (30) days after effective date of the resignation of the Administrative Agent, then the retiring Agent’s giving of notice of resignationAdministrative Agent may appoint, after consulting with the retiring Agent may, on behalf Lenders and with the consent of the other Secured Parties, appoint a successor Agent which shall be a commercial bank (or affiliate thereof) organized under the laws of the United States of America or of any State thereof and having a combined capital and surplus of a least $1,000,000,000, or capable of complying with all of the duties of such Agent hereunder (in the opinion of the retiring Agent and as certified to the other Secured Parties in writing by such successor Agent) which, so long as there is no Specified Default, shall be reasonably satisfactory to the Lead Borrower (whose which consent shall not in any event be unreasonably withheld or delayed, provided that the Borrower’s consent shall not be required during the existence of an Event of Default under Section 9.01(f) or (g). Upon ), a successor agent, which shall be a bank with an office in the acceptance United States or an Affiliate of any appointment as Agent by a successor Agentsuch bank with an office in the United States, such successor Agent shall thereupon succeed to and become vested with all from among the rights, powers, privileges and duties of the retiring Agent and the retiring Agent shall be discharged from its duties and obligations under this Agreement. After any retiring Agent’s resignation hereunder as such Agent, the provisions of this Article VIII shall inure to its benefit as to any actions taken or omitted to be taken by it while it was such Agent under this AgreementLenders.

Successor Agents. Any Agent may resign at any time by giving thirty (30) Business Days’ written notice thereof to the other Secured Parties and the Lead Borrower. Upon any such resignation of an Agent, the Required Lenders shall have the right to appoint a successor Agent, which, so long as there is no Specified Default, shall be reasonably satisfactory to the Lead Borrower (whose consent in any event shall not be unreasonably withheld or delayed). If no successor Agent shall have been so appointed by the Required Lenders and/or none shall have accepted such appointment within thirty (30) days after the retiring Agent’s giving of notice of resignation, the retiring Agent may, on behalf of the other Secured Parties, appoint a successor Agent which shall be a commercial bank (or affiliate thereof) organized under the laws of the United States of America or of any State thereof and having a combined capital and surplus of a least $1,000,000,000, or capable of complying with all of the duties of such Agent hereunder (in the opinion of the retiring Agent and as certified to the other Secured Parties in writing by such successor Agent) which, so long as there is no Specified Default, shall be reasonably satisfactory to the Lead Borrower (whose consent shall not in any event be unreasonably withheld or delayed). Upon the acceptance of any appointment as Agent by a successor Agent, such successor Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring Agent and the retiring Agent shall be discharged from its duties and obligations under this Agreement. After any retiring Agent’s resignation hereunder as such Agent, the provisions of this Article VIII shall inure to its benefit as to any actions taken or omitted to be taken by it while it was such Agent under this Agreement.

Successor Agents. Any Agent may resign at any time by giving thirty (30) Business Days’ written notice thereof to the other Secured Parties and the Lead Borrower. Upon any such resignation of an Agent, the Required Lenders shall have the right to appoint a successor Agent, which, so long as there is no Specified Default, shall be reasonably satisfactory to the Lead Borrower (whose consent in any event shall not be unreasonably withheld withheld, delayed or delayedconditioned). If no successor Agent shall have been so appointed by the Required Lenders and/or none shall have accepted such appointment within thirty (30) days after the retiring Agent’s giving of notice of resignation, the retiring Agent may, on behalf of the other Secured Parties, appoint a successor Agent which shall be a Person a commercial bank (or affiliate thereof) organized under the laws of the United States of America or of any State thereof and having a combined capital and surplus of a least $1,000,000,000, or capable of complying with all of the duties of such Agent hereunder (in the opinion of the retiring Agent and as certified to the other Secured Parties in writing by such successor Agent) which, so long as there is no Specified Default, shall be reasonably satisfactory to the Lead Borrower (whose consent shall not in any event be unreasonably withheld withheld, delayed or delayedconditioned). Upon the acceptance of any appointment as Agent by a successor Agent, such successor Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring Agent and the retiring Agent shall be discharged from its duties and obligations under this Agreement. After any retiring Agent’s resignation hereunder as such Agent, the provisions of this Article VIII shall inure to its benefit as to any actions taken or omitted to be taken by it while it was such Agent under this Agreement.

Successor Agents. Any (a) Subject to the terms of this Section 12.05, each Agent may resign at any time by giving may, upon thirty (30) Business Daysdays’ written notice thereof to the other Secured Parties Lenders and the Lead Borrower. Upon any such resignation of an , resign as Administrative Agent or Collateral Agent, as applicable. If an Agent shall resign, then the Required Lenders shall have the right to appoint a successor Agentagent. If for any reason a successor agent is not so appointed and does not accept such appointment within thirty (30) days of notice of resignation, which, so long as there is no Specified Default, such Agent may appoint a successor agent. The appointment of any successor Agent shall be reasonably satisfactory subject to the Lead prior written consent of the Borrower (whose which consent in any event shall not be unreasonably withheld or delayed); provided that the consent of the Borrower to any such appointment shall not be required if (i) a Default or Event of Default shall have occurred and is continuing or (ii) if such successor agent is a Lender or an Affiliate of such Agent or any Lender. If no successor Any resignation of an Agent shall have been so appointed by be effective upon the Required Lenders and/or none shall have accepted such appointment within thirty (30) days after of a successor agent pursuant to this Section 12.05. After the effectiveness of any retiring Agent’s giving of notice of resignation, the retiring Agent may, on behalf of the other Secured Parties, appoint a successor Agent which shall be a commercial bank (or affiliate thereof) organized under the laws of the United States of America or of any State thereof and having a combined capital and surplus of a least $1,000,000,000, or capable of complying with all of the duties of such Agent resignation hereunder (in the opinion of the retiring Agent and as certified to the other Secured Parties in writing by such successor Agent) which, so long as there is no Specified Default, shall be reasonably satisfactory to the Lead Borrower (whose consent shall not in any event be unreasonably withheld or delayed). Upon the acceptance of any appointment as Agent by a successor Agent, such successor Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring Agent and the retiring Agent shall be discharged from its duties and obligations hereunder and under this Agreement. After any retiring Agent’s resignation hereunder as such Agent, the other Facility Documents and the provisions of this Article VIII XII shall inure to continue in effect for its benefit as with respect to any actions taken or omitted to be taken by it while it was such Agent under this AgreementAgreement and under the other Facility Documents. If no successor Collateral Agent shall have been appointed and an instrument of acceptance by a successor Collateral Agent shall not have been delivered to the Collateral Agent within sixty days after giving of notice of resignation by the Collateral Agent, the resigning Collateral Agent may petition any court of competent jurisdiction for the appointment of a successor Collateral Agent.

Successor Agents. Any (a) The Administrative Agent may resign at any time by giving thirty (30) Business Days’ written give notice thereof of its resignation to the other Secured Parties Lenders, the L/C Issuer and the Lead Borrower. Upon receipt of any such resignation notice of an Agentresignation, the Required Lenders shall have the right right, to appoint a successor Agentsuccessor, which, so long as there is no Specified Default, which shall be reasonably satisfactory a bank or other financial institution with an office in the United States, or an Affiliate of any such bank with an office in the United States, which successor agent shall be consented to by the Borrower at all times other than during the existence of an Event of Default under Section 8.01(f) or (g) (with respect to the Lead Borrower) (which consent of the Borrower (whose consent in any event shall not be unreasonably withheld or delayed). If no such successor Agent shall have been so appointed by the Required Lenders and/or none and shall have accepted such appointment within thirty (30) 30 days after the retiring Agent’s giving of Administrative Agent gives notice of resignationits resignation (or such earlier day as shall be agreed by the Required Lenders) (the “ Resignation Effective Date”), then the retiring Administrative Agent may, may (but shall not be obligated to) on behalf of the other Secured PartiesLenders and the L/C Issuer, appoint a successor Agent Administrative Agent, which successor agent shall be a commercial bank consented to by the Borrower at all times other than during the existence of an Event of Default under Section 8.01(f) and (or affiliate thereofg) organized under the laws (which consent of the United States of America or of any State thereof and having a combined capital and surplus of a least $1,000,000,000, or capable of complying with all of the duties of such Agent hereunder (in the opinion of the retiring Agent and as certified to the other Secured Parties in writing by such successor Agent) which, so long as there is no Specified Default, shall be reasonably satisfactory to the Lead Borrower (whose consent shall not in any event be unreasonably withheld or delayed), meeting the qualifications set forth above, provided that in no event shall any such successor Administrative Agent be a Defaulting Lender. Upon the acceptance of any appointment as Agent by Whether or not a successor Agenthas been appointed, such successor Agent resignation shall thereupon succeed to and become vested effective in accordance with all such notice on the rights, powers, privileges and duties of the retiring Agent and the retiring Agent shall be discharged from its duties and obligations under this Agreement. After any retiring Agent’s resignation hereunder as such Agent, the provisions of this Article VIII shall inure to its benefit as to any actions taken or omitted to be taken by it while it was such Agent under this AgreementResignation Effective Date.

Successor Agents. Any (a) Subject to the appointment of a successor as set forth herein, any Agent may resign at any time by giving thirty (30) Business Daysupon 30 days’ written notice thereof to the other Secured Parties Lenders, the Borrower and the Lead Borrowerother Agent effective upon appointment of a successor Agent. Upon receipt of any such resignation notice of an Agentresignation, the Required Lenders shall have appoint from among the right to appoint Lenders a successor Agentagent for the Lenders, which, so long as there is no Specified Default, which successor agent shall be reasonably satisfactory (unless an Event of Default under Section 8.1(a) or Section 8.1(f) with respect to the Lead Borrower shall have occurred and be continuing) be subject to approval by the Borrower (whose consent in any event which approval shall not be unreasonably withheld or delayed), whereupon such successor agent shall succeed to the rights, powers and duties of such retiring Agent, and the retiring Agent’s rights, powers and duties as Agent shall be terminated, without any other or further act or deed on the part of such retiring Agent or any of the parties to this Agreement or any holders of the Loans. If no successor Agent shall have been so appointed by the Required Lenders and/or none with such consent of the Borrower and shall have accepted such appointment within thirty (30) 30 days after the retiring Agent’s giving of notice of resignation, then the retiring Agent may, on behalf of the other Secured PartiesLenders and with the consent of the Borrower (such consent not to be unreasonably withheld or delayed), appoint a successor Agent which Agent, that shall be a commercial bank (or affiliate thereof) organized under the laws of the United States of America or of any State thereof and having that has an office in New York, New York with a combined capital and surplus of a at least $1,000,000,000, or capable of complying with all of the duties of such Agent hereunder (in the opinion of the retiring Agent and as certified to the other Secured Parties in writing by such successor Agent) which, so long as there is no Specified Default, shall be reasonably satisfactory to the Lead Borrower (whose consent shall not in any event be unreasonably withheld or delayed). Upon the acceptance of any appointment as Agent by a successor Agent, such successor Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring Agent and the retiring Agent shall be discharged from its duties and obligations under this Agreement500,000,000. After any retiring Agent’s resignation hereunder as such Agent, the provisions of this Article VIII Section 9 shall inure to its benefit as to any actions taken or omitted to be taken by it while it was such Agent under this AgreementAgreement and the other Loan Documents.

Successor Agents. Any (a) Subject to the appointment of a successor as set forth herein, any Agent may resign at any time by giving thirty (30) Business Daysupon 30 days’ written notice thereof to the other Secured Parties Lenders, the Borrower and the Lead Borrowerother Agent effective upon appointment of a successor Agent. Upon receipt of any such resignation notice of an Agentresignation, the Required Lenders shall have appoint from among the right to appoint Lenders a successor Agentagent for the Lenders, which, so long as there is no Specified Default, which successor agent shall be reasonably satisfactory a bank that has an office in New York, New York with a combined capital and surplus of at least $500,000,000 and shall (unless an Event of Default under Section 8.1(a) or Section 8.1(f) with respect to the Lead Borrower shall have occurred and be continuing) be subject to approval by the Borrower (whose consent in any event which approval shall not be unreasonably withheld or delayed), whereupon such successor agent shall succeed to the rights, powers and duties of such retiring Agent, and the retiring Agent’s rights, powers and duties as Agent shall be terminated, without any other or further act or deed on the part of such retiring Agent or any of the parties to this Agreement or any holders of the Loans. If no successor Agent shall have been so appointed by the Required Lenders and/or none with such consent of the Borrower and shall have accepted such appointment within thirty (30) 30 days after the retiring Agent’s giving of notice of resignation, then the retiring Agent may, on behalf of the other Secured Parties, appoint a successor Agent which shall be a commercial bank (or affiliate thereof) organized under Lenders and with the laws consent of the United States of America or of any State thereof and having a combined capital and surplus of a least $1,000,000,000, or capable of complying with all of the duties of such Agent hereunder (in the opinion of the retiring Agent and as certified to the other Secured Parties in writing by such successor Agent) which, so long as there is no Specified Default, shall be reasonably satisfactory to the Lead Borrower (whose such consent shall not in any event to be unreasonably withheld or delayed). Upon the acceptance of any appointment as Agent by ) appoint a successor Administrative Agent and/or Collateral Agent, such successor Agent shall thereupon succeed to and become vested as the case may be, 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 Agreementqualifications set forth above. After any retiring Agent’s resignation hereunder as such Agent, the provisions of this Article VIII Section 9 shall inure to its benefit as to any actions taken or omitted to be taken by it while it was such Agent under this AgreementAgreement and the other Loan Documents.

Successor Agents. Any (a) Either Agent may resign at any time by giving thirty as Agent upon twenty (3020) Business Daysdays’ written notice thereof to the Lenders, such other Secured Parties Agent and the Lead Borrower. Upon any If either Agent shall resign as such resignation of an AgentAgent in its applicable capacity under this Agreement and the other Credit Documents, then the Required Lenders shall have the right to appoint a successor Agentagent, which, so long as there is no Specified Default, which successor agent shall (unless an Event of Default shall have occurred and be reasonably satisfactory continuing) be subject to approval by the Lead Borrower (whose consent in any event which approval shall not be unreasonably withheld or delayed), whereupon such successor agent shall succeed to the rights, powers and duties of such Agent in its applicable capacity, and the term “Administrative Agent” or “Collateral Agent”, as the case may be, shall mean such successor agent effective upon such appointment and approval, and the former Agent’s rights, powers and duties as Agent in its applicable capacity shall be terminated, without any other or further act or deed on the part of such former Agent or any of the parties to this Agreement or any holders of the Loans. If no applicable successor agent has accepted appointment as such Agent shall have been so appointed in its applicable capacity by the Required Lenders and/or none shall have accepted such appointment within thirty date that is twenty (3020) days after the following such retiring Agent’s giving of notice of resignation, such retiring Agent’s resignation shall nevertheless thereupon become effective and the retiring Agent may, on behalf of the other Secured Parties, appoint a successor Agent which Lenders shall be a commercial bank (or affiliate thereof) organized under the laws of the United States of America or of any State thereof assume and having a combined capital and surplus of a least $1,000,000,000, or capable of complying with perform all of the duties of such Agent hereunder (in until such time, if any, as the opinion of the retiring Agent and as certified to the other Secured Parties in writing by such successor Agent) which, so long as there is no Specified Default, shall be reasonably satisfactory to the Lead Borrower (whose consent shall not in any event be unreasonably withheld or delayed). Upon the acceptance of any appointment as Agent by Required Lenders appoint a successor Agent, such successor Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring Agent and the retiring Agent shall be discharged from its duties and obligations under this Agreementagent as provided for above. After any retiring Agent’s resignation hereunder as such the Administrative Agent or the Collateral Agent, as applicable, the provisions of this Article VIII XI shall inure to its benefit as to any actions taken or omitted to be taken by it while it was such an Agent under this AgreementAgreement and the other Credit Documents.

Successor Agents. Any Agent may resign at any time by giving thirty (30) Business Daysupon 30 days’ written notice thereof to the other Secured Parties Lenders, the Borrower and the Lead Borrowerother Agent effective upon appointment of a successor Agent. Upon receipt of any such resignation notice of an Agentresignation, the Required Lenders shall have appoint from among the right to appoint Lenders a successor Agentagent for the Lenders, which, so long as there is no Specified Default, which successor agent shall be reasonably satisfactory (unless an Event of Default under Section 8.1(a) or Section 8.1(f) with respect to the Lead Borrower shall have occurred and be continuing) be subject to approval by the Borrower (whose consent in any event which approval shall not be unreasonably withheld or delayed), whereupon such successor agent shall succeed to the rights, powers and duties of such retiring Agent, and the retiring Agent’s rights, powers and duties as Agent shall be terminated, without any other or further act or deed on the part of such retiring Agent or any of the parties to this Agreement or any holders of the Loans. If no successor Agent shall have been so appointed by the Required Lenders and/or none with such consent of the Borrower and shall have accepted such appointment within thirty (30) 30 days after the retiring Agent’s giving of notice of resignation, then the retiring Agent may, on behalf of the other Secured PartiesLenders and with the consent of the Borrower (such consent not to be unreasonably withheld or delayed), appoint a successor Agent which Agent, that shall be a commercial bank (or affiliate thereof) organized under the laws of the United States of America or of any State thereof and having that has an office in New York, New York with a combined capital and surplus of a at least $1,000,000,000, or capable of complying with all of the duties of such Agent hereunder (in the opinion of the retiring Agent and as certified to the other Secured Parties in writing by such successor Agent) which, so long as there is no Specified Default, shall be reasonably satisfactory to the Lead Borrower (whose consent shall not in any event be unreasonably withheld or delayed). Upon the acceptance of any appointment as Agent by a successor Agent, such successor Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring Agent and the retiring Agent shall be discharged from its duties and obligations under this Agreement500,000,000. After any retiring Agent’s resignation hereunder as such Agent, the provisions of this Article VIII Section 9 shall inure to its benefit as to any actions taken or omitted to be taken by it while it was such Agent under this AgreementAgreement and the other Loan Documents.

Successor Agents. Any Agent Subject to the appointment and acceptance of a successor Agent, the Agents and the Issuing Bank (except, in the case of the Issuing Bank, in respect of Letters of Credit issued by it) may resign at any time by giving thirty (30) Business Days’ written notice thereof to notifying the other Secured Parties Lenders and the Lead Borrower. Upon any such resignation of an Agentresignation, the Required Lenders shall have the right to appoint a successor Agent, which, so long as there is no Specified Default, shall be reasonably satisfactory subject to approval by the Lead Borrower (whose consent in any event which shall not be unreasonably withheld or delayedwithheld). If no successor Agent shall have been so appointed by the Required Lenders and/or none Lenders, and shall have accepted such appointment within thirty (30) 30 days after the retiring Agent’s giving of Agent or Issuing Bank, as the case may be, gives notice of its resignation, then the retiring Agent mayor Issuing Bank, as the case may be, on behalf of the other Secured PartiesLenders, shall appoint a successor Agent or Issuing Bank, as applicable, which shall be a commercial bank (organized or affiliate thereof) organized licensed under the laws of the United States of America or of any State thereof and having a combined capital and surplus of a at least $1,000,000,000, 500,000,000 or capable an Affiliate of complying with all of the duties of any such Agent hereunder (in the opinion of the retiring Agent and as certified to the other Secured Parties in writing by such successor Agent) which, so long as there is no Specified Default, shall be reasonably satisfactory to the Lead Borrower (whose consent shall not in any event be unreasonably withheld or delayed)bank. Upon the acceptance of any appointment as an Agent or Issuing Bank, as the case may be, hereunder by a successor Agentbank, such successor Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring Agent or Issuing Bank and the retiring Agent or Issuing Bank shall be discharged from its duties and obligations under this Agreementhereunder. After any retiring Agent’s the resignation hereunder of an Agent or the Issuing Bank, as such Agentthe case may be, hereunder, the provisions of this Article VIII and Section 9.05 shall inure to continue in effect for its benefit as to in respect of any actions taken or omitted to be taken by it while it was such acting as an Agent under this Agreementor Issuing Bank.

Successor Agents. Any Agent may resign at any time by giving thirty (30) Business Daysupon 30 days’ written notice thereof to the other Secured Parties Lenders, the Borrower and the Lead Borrowerother Agent effective upon appointment of a successor Agent. Upon receipt of any such resignation notice of an Agentresignation, the Required Lenders shall have appoint from among the right to appoint Lenders a successor Agentagent for the Lenders, which, so long as there is no Specified Default, which successor agent shall be reasonably satisfactory (unless an Event of Default under Section 8.1(a) or Section 8.1(f) with respect to the Lead Borrower shall have occurred and be continuing) be subject to approval by the Borrower (whose consent in any event which approval shall not be unreasonably withheld or delayed), whereupon such successor agent shall succeed to the rights, powers and duties of such retiring Agent, and the retiring Agent’s rights, powers and duties as Agent shall be terminated, without any other or further act or deed on 101 the part of such retiring Agent or any of the parties to this Agreement or any holders of the Loans. If no successor Agent shall have been so appointed by the Required Lenders and/or none with such consent of the Borrower and shall have accepted such appointment within thirty (30) 30 days after the retiring Agent’s giving of notice of resignation, then the retiring Agent may, on behalf of the other Secured PartiesLenders and with the consent of the Borrower (such consent not to be unreasonably withheld or delayed), appoint a successor Agent which Agent, that shall be a commercial bank (or affiliate thereof) organized under the laws of the United States of America or of any State thereof and having that has an office in New York, New York with a combined capital and surplus of a at least $1,000,000,000, or capable of complying with all of the duties of such Agent hereunder (in the opinion of the retiring Agent and as certified to the other Secured Parties in writing by such successor Agent) which, so long as there is no Specified Default, shall be reasonably satisfactory to the Lead Borrower (whose consent shall not in any event be unreasonably withheld or delayed). Upon the acceptance of any appointment as Agent by a successor Agent, such successor Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring Agent and the retiring Agent shall be discharged from its duties and obligations under this Agreement500,000,000. After any retiring Agent’s resignation hereunder as such Agent, the provisions of this Article VIII Section 9 shall inure to its benefit as to any actions taken or omitted to be taken by it while it was such Agent under this AgreementAgreement and the other Loan Documents.

Successor Agents. Any Agent may resign at any time by giving thirty (30) Business Days’ written notice thereof to the other Secured Credit Parties and the Lead Borrower. Upon any such resignation of an Agent, the Required Lenders shall have the right to appoint a successor Agent, which, so long as there is no Specified DefaultEvent of Default under Section 7.01(a), 7.01(b), Section 7.01(g), Section 7.01(h), Section 7.01(i), or Section 7.01(j), shall be reasonably satisfactory to the Lead Borrower (whose consent in any event shall not be unreasonably withheld or delayed). If no successor Agent shall have been so appointed by the Required Lenders and/or none shall have accepted such appointment within thirty (30) days after the retiring Agent’s giving of notice of resignation, the retiring Agent may, on behalf of the other Secured Credit Parties, appoint a successor Agent which shall be a commercial bank (or affiliate thereof) organized under the laws of the United States of America or of any State thereof and having a combined capital and surplus of a least $1,000,000,000, or Person capable of complying with all of the duties of such Agent hereunder (in the opinion of the retiring Agent and as certified to the other Secured Credit Parties in writing by such successor Agent) which, so long as there is no Specified DefaultEvent of Default under Section 7.01(a), 7.01(b), Section 7.01(g), Section 7.01(h), Section 7.01(i), or Section 7.01(j), shall be reasonably satisfactory to the Lead Borrower (whose consent shall not in any event be unreasonably withheld or delayed). Upon the acceptance of any appointment as Agent by a successor Agent, such successor Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring Agent and the retiring Agent shall be discharged from its duties and obligations under this Agreement. After any retiring Agent’s resignation hereunder as such Agent, the provisions of this Article VIII shall inure to its benefit as to any actions taken or omitted to be taken by it while it was such Agent under this Agreement.

Successor Agents. Any (a) Subject to the appointment and acceptance of a successor as provided below, each of the Administrative Agent and the Collateral Agent may resign at any time by giving thirty (30) Business Days’ written notice thereof to the other Secured Parties Agent, the Lenders and the Lead Borrower, and each such Agent may be removed at any time with or without cause by the Majority Lenders. So long as no Default or Event of Default has occurred and is continuing, the Borrower may make a request in writing to the Lenders for the removal of an Agent, stating its reasons for such requested removal, but such removal shall in any event require the affirmative vote of the Majority Lenders in their sole and absolute discretion. Upon any such resignation of an Agentor removal, the Required Majority Lenders shall have the right right, with the consent of the Borrower (such consent not to be unreasonably withheld, delayed or conditioned) to appoint a successor Agent, which, so long as there is no Specified Default, shall be reasonably satisfactory to the Lead Borrower (whose consent in any event shall not be unreasonably withheld or delayed)applicable Agent. If no successor Agent shall have been so appointed by the Required Lenders and/or none Majority Lenders, and shall have accepted such appointment within thirty (30) 30 days after the retiring resigning Agent’s giving of notice of resignationresignation or the giving of any notice of removal of any such Agent, then the retiring resigning Agent mayor Agent being removed, on behalf of as the other Secured Partiescase may be, may appoint a successor to such Agent. If the Collateral Agent which shall resign or be a commercial bank (or affiliate thereof) organized under the laws of the United States of America or of any State thereof and having a combined capital and surplus of a least $1,000,000,000, or capable of complying with all of the duties of such Agent hereunder (in the opinion of the retiring Agent and as certified removed pursuant to the other Secured Parties foregoing provisions, upon the acceptance of appointment by a successor Collateral Agent hereunder, the former Collateral Agent shall deliver all Collateral then in writing by such successor Agent) which, so long as there is no Specified Default, shall be reasonably satisfactory its possession to the Lead Borrower (whose consent shall not in any event be unreasonably withheld or delayed)successor Collateral Agent. Upon the acceptance of any its appointment as Agent by a successor AgentAgent hereunder, such successor Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring such resigning or removed Agent, and such resigning Agent and the retiring or removed Agent shall be discharged from its duties and obligations under this Agreement. After any retiring Agent’s resignation hereunder as such Agent, the provisions of this Article VIII shall inure to its benefit as to any actions taken or omitted to be taken by it while it was such Agent under this Agreementhereunder.

Successor Agents. Any (a) Subject to the terms of this Section 12.05, each Agent may resign at any time by giving may, upon thirty (30) Business Daysdays’ written notice thereof to the other Secured Parties Lenders and the Lead Borrower. Upon any such resignation of an , resign as Administrative Agent or Collateral Agent, as applicable. If an Agent shall resign, then the Required Lenders Xxxxxxx shall have the right to appoint a successor Agentagent. If for any reason a successor agent is not so appointed and does not accept such appointment within thirty (30) days of notice of resignation, which, so long as there is no Specified Default, such Agent may appoint a successor agent. The appointment of any successor Agent shall be reasonably satisfactory subject to the Lead prior written consent of the Borrower (whose which consent in any event shall not be unreasonably withheld or delayed); provided that the consent of the Borrower to any such appointment shall not be required if (i) a Material Default or Event of Default shall have occurred and is continuing (other than with respect to a MS Competitor) or (ii) if such successor agent is a Lender or an Affiliate of such Agent or any Lender. If no successor Any resignation of an Agent shall have been so appointed by be effective upon the Required Lenders and/or none shall have accepted such appointment within thirty (30) days after of a successor agent pursuant to this Section 12.05. After the effectiveness of any retiring Agent’s giving of notice of resignation, the retiring Agent may, on behalf of the other Secured Parties, appoint a successor Agent which shall be a commercial bank (or affiliate thereof) organized under the laws of the United States of America or of any State thereof and having a combined capital and surplus of a least $1,000,000,000, or capable of complying with all of the duties of such Agent resignation hereunder (in the opinion of the retiring Agent and as certified to the other Secured Parties in writing by such successor Agent) which, so long as there is no Specified Default, shall be reasonably satisfactory to the Lead Borrower (whose consent shall not in any event be unreasonably withheld or delayed). Upon the acceptance of any appointment as Agent by a successor Agent, such successor Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring Agent and the retiring Agent shall be discharged from its duties and obligations hereunder and under this Agreement. After any retiring Agent’s resignation hereunder as such Agent, the other Facility Documents and the provisions of this Article VIII XII shall inure to continue in effect for its benefit as with respect to any actions taken or omitted to be taken by it while it was such Agent under this AgreementAgreement and under the other Facility Documents. If no successor Collateral Agent shall have been appointed and an instrument of acceptance by a successor Collateral Agent shall not have been delivered to the Collateral Agent within sixty days after giving of notice of resignation by the Collateral Agent, the resigning Collateral Agent may petition any court of competent jurisdiction for the appointment of a successor Collateral Agent.

Successor Agents. Any The Agent may resign at any time by giving thirty (30) Business Days’ written notice thereof to the other Secured Parties Investors and the Lead BorrowerGrantors. Upon any such resignation of an Agentresignation, the Required Lenders Majority Investors shall have the right to appoint a successor Agent, which, so long as there is no Specified Default, shall be reasonably satisfactory to the Lead Borrower (whose consent in any event shall not be unreasonably withheld or delayed). If no successor Agent shall have been so appointed by the Required Lenders and/or none Majority Investors, and shall have accepted such appointment appointment, within thirty (30) 30 days after the retiring Agent’s 's giving of notice of resignation, then the retiring Agent may, on behalf of the other Secured PartiesInvestors, appoint a successor Agent Agent, which shall be a commercial bank (or affiliate thereof) organized under the laws of the United States of America or of any State thereof and having a combined capital and surplus of a at least $1,000,000,000, or capable of complying with all of the duties of such Agent hereunder (in the opinion of the retiring Agent and as certified to the other Secured Parties in writing by such successor Agent) which, so long as there is no Specified Default, shall be reasonably satisfactory to the Lead Borrower (whose consent shall not in any event be unreasonably withheld or delayed)250,000,000. Upon the acceptance of any appointment as the Agent hereunder by a successor AgentAgent 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 Investors may request, in order to continue the perfection of the Liens granted or purported to be granted by this Agreement and the other Operative Documents, such successor Agent shall thereupon succeed to and become vested with all the rights, powers, discretion, privileges and duties of the retiring Agent Agent, and the retiring Agent shall be discharged from its duties and obligations under the Operative Documents. If within 45 days after written notice is given of the retiring Agent's resignation under this AgreementSection 5(e) no successor Agent shall have been appointed and shall have accepted such appointment, then on such 45th day (a) the retiring Agent's resignation shall become effective, (b) the retiring Agent shall thereupon be discharged from its duties and obligations under the Operative Documents and (c) the Majority Investors shall thereafter perform all duties of the retiring Agent under the Operative Documents until such time, if any, as the Majority Investors appoint a successor Agent as provided above. After any retiring Agent’s 's resignation hereunder as such Agentthe Agent shall have become effective, the provisions of this Article VIII Section 5(e) shall inure to its benefit as to any actions taken or omitted to be taken by it while it was such the Agent under this Agreement.

Successor Agents. Any (a) Each of the Administrative Agent and the Collateral Agent may resign at any time by giving thirty (30) Business Days’ written give notice thereof of its resignation to the other Secured Parties Lenders and the Lead Borrower. Upon receipt of any such resignation notice of an Agentresignation, the Required Lenders shall have the right, subject to the consent of the Borrower (not to be unreasonably withheld, delayed or conditioned) so long as no Specified Event of Default 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, or to the extent the Required Lenders have not designated a replacement agent within ten (10) Business Days of receipt of notice of such resignation, the Borrower shall have the right to appoint a successor Agentsuccessor, which, so long as there is no Specified Default, which shall be reasonably satisfactory to a bank with an office in the Lead Borrower (whose consent United States, or an Affiliate of any such bank with an office in any event shall not be unreasonably withheld or delayed)the United States. If no such successor Agent shall have been so appointed by the Required Lenders and/or none and shall have accepted such appointment within thirty (30) 30 days after the retiring Agent’s giving of Agent gives notice of resignationits resignation (the “Resignation Effective Date”), then the retiring Agent may, may on behalf of the other Secured PartiesLenders, appoint a successor Agent which shall be a commercial bank meeting the qualifications set forth above (or affiliate thereof) organized under the laws including receipt of the United States of America Borrower’s consent); provided that if the Administrative Agent or of any State thereof and having a combined capital and surplus of a least $1,000,000,000, or capable of complying with all of the duties of such Agent hereunder (in the opinion of the retiring Agent and as certified to the other Secured Parties in writing by such successor Agent) which, so long as there is no Specified Default, shall be reasonably satisfactory to the Lead Borrower (whose consent shall not in any event be unreasonably withheld or delayed). Upon the acceptance of any appointment as Agent by a successor Agent, such successor Collateral Agent shall thereupon succeed to and become vested with all notify the rights, powers, privileges and duties of the retiring Agent Borrower and the retiring Agent Lenders that no qualifying Person has accepted such appointment, then such resignation shall be discharged from its duties and obligations under this Agreement. After any retiring Agent’s resignation hereunder as nonetheless become effective in accordance with such Agent, the provisions of this Article VIII shall inure to its benefit as to any actions taken or omitted to be taken by it while it was such Agent under this Agreementnotice.

Successor Agents. Any Agent may resign as to any or all of the Facilities at any time by giving thirty (30) Business Days’ written notice thereof to the other Secured Parties Lenders and the Lead BorrowerBorrowers and may be removed as to all of the Facilities at any time with or without cause by the Required Lenders; provided, however, that any removal of the Administrative Agent will not be effective until it or its Affiliate has also been replaced as Collateral Agent, Swing Line Lender and Issuing Bank and discharged from all of its obligations in respect thereof. Upon any such resignation of an Agentor removal, the Required Lenders shall have the right (with the consent of the Borrowers, so long as no Event of Default under Section 8.01(a) or (f) has occurred or is continuing) to appoint a successor Agent, which, so long Agent as there is no Specified Default, shall be reasonably satisfactory to such of the Lead Borrower (whose consent in any event shall not be unreasonably withheld Facilities as to which such Agent has resigned or delayed)been removed. If no successor Agent shall have been so appointed by the Required Lenders and/or none (or, so long as no Event of Default Section 8.01(a) or (f) has occurred or is continuing, consented to by the Borrowers), and shall have accepted such appointment appointment, within thirty (30) 30 days after the retiring Agent’s giving of notice of resignationresignation or the Required Lenders’ removal of the retiring Agent, then the retiring Agent may, on behalf of the other Secured PartiesLenders, appoint a successor Agent Agent, which shall be a commercial bank (or affiliate thereof) organized under the laws of the United States of America or of any State thereof and having a combined capital and surplus of a at least $1,000,000,000, or capable of complying with all of the duties of such Agent hereunder (in the opinion of the retiring Agent and as certified to the other Secured Parties in writing by such successor Agent) which, so long as there is no Specified Default, shall be reasonably satisfactory to the Lead Borrower (whose consent shall not in any event be unreasonably withheld or delayed)250,000,000. Upon the acceptance of any appointment as Agent hereunder by a successor Agent as to all of the Facilities and, in the case of a successor Collateral Agent, upon the execution and filing or recording of such financing statements, or amendments thereto, and such amendments or supplements to the Mortgages, and such other instruments or notices, as may be necessary or desirable, or as the Required Lenders may reasonably request, in order to continue the perfection of the 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, discretion, privileges and duties of the retiring Agent Agent, and the retiring Agent shall be discharged from its duties and obligations under the Loan Documents. Upon the acceptance of any appointment as Agent hereunder by a successor Agent as to less than all of the Facilities and, in the case of a successor Collateral Agent, upon the execution and filing or recording of such financing statements, or amendments thereto, and such amendments or supplements to the Mortgages, and such other instruments or notices, as may be reasonably necessary or desirable, or as the Required Lenders may request, in order to continue the perfection of the Liens granted or purported to be granted by the Collateral Documents, such successor Agent shall succeed to and become vested with all the rights, powers, discretion, privileges and duties of the retiring Agent as to such Facilities, other than with respect to funds transfers and other similar aspects of the administration of Borrowings under such Facilities, issuances of Letters of Credit (notwithstanding any resignation as Agent with respect to the Letter of Credit Facility) and payments by the Borrowers in respect of such Facilities, and the retiring Administrative Agent shall be discharged from its duties and obligations under this AgreementAgreement as to such Facilities, other than as aforesaid. If within 45 days after written notice is given of the retiring Agent’s resignation or removal under this Section 9.06 no successor Agent shall have been appointed and shall have accepted such appointment, then on such 45th day (a) the retiring Agent’s resignation or removal shall become effective, (b) the retiring Agent shall thereupon be discharged from its duties and obligations under the Loan Documents and (c) the Required Lenders shall thereafter perform all duties of the retiring Agent under the Loan Documents until such time, if any, as the Required Lenders appoint a successor Agent as provided above. After any retiring Agent’s resignation or removal hereunder as such AgentAgent as to any of the Facilities shall have become effective, the provisions of this Article VIII 9 shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Agent as to such Agent Facilities under this Agreement.

Successor Agents. Any Agent may resign as to any or all of the Facilities at any time by giving thirty (30) Business Days’ written notice thereof to the other Secured Parties Lenders and the Lead BorrowerBorrower and may be removed as to all of the Facilities at any time with or without cause by the Required Lenders; provided, however, that any removal of the Administrative Agent will not be effective until it or its Affiliate has also been replaced as Collateral Agent, Swing Line Lender and Issuing Bank and discharged from all of its obligations in respect thereof. Upon any such resignation of an Agentor removal, the Required Lenders shall have the right (with the consent of the Borrower, so long as no Event of Default under Section 8.01(a) or (f) has occurred or is continuing) to appoint a successor Agent, which, so long Agent as there is no Specified Default, shall be reasonably satisfactory to such of the Lead Borrower (whose consent in any event shall not be unreasonably withheld Facilities as to which such Agent has resigned or delayed)been removed. If no successor Agent shall have been so appointed by the Required Lenders and/or none (or, so long as no Event of Default Section 8.01(a) or (f) has occurred or is continuing, consented to by the Borrower), and shall have accepted such appointment appointment, within thirty (30) 30 days after the retiring Agent’s giving of notice of resignationresignation or the Required Lenders’ removal of the retiring Agent, then the retiring Agent may, on behalf of the other Secured PartiesLenders, appoint a successor Agent Agent, which shall be a commercial bank (or affiliate thereof) organized under the laws of the United States of America or of any State thereof and having a combined capital and surplus of a at least $1,000,000,000, or capable of complying with all of the duties of such Agent hereunder (in the opinion of the retiring Agent and as certified to the other Secured Parties in writing by such successor Agent) which, so long as there is no Specified Default, shall be reasonably satisfactory to the Lead Borrower (whose consent shall not in any event be unreasonably withheld or delayed)250,000,000. Upon the acceptance of any appointment as Agent hereunder by a successor Agent as to all of the Facilities and, in the case of a successor Collateral Agent, upon the execution and filing or recording of such financing statements, or amendments thereto, and such amendments or supplements to the Mortgages, and such other instruments or notices, as may be necessary or desirable, or as the Required Lenders may reasonably request, in order to continue the perfection of the 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, discretion, privileges and duties of the retiring Agent Agent, and the retiring Agent shall be discharged from its duties and obligations under the Loan Documents. Upon the acceptance of any appointment as Agent hereunder by a successor Agent as to less than all of the Facilities and, in the case of a successor Collateral Agent, upon the execution and filing or recording of such financing statements, or amendments thereto, and such amendments or supplements to the Mortgages, and such other instruments or notices, as may be reasonably necessary or desirable, or as the Required Lenders may request, in order to continue the perfection of the Liens granted or purported to be granted by the Collateral Documents, such successor Agent shall succeed to and become vested with all the rights, powers, discretion, privileges and duties of the retiring Agent as to such Facilities, other than with respect to funds transfers and other similar aspects of the administration of Borrowings under such Facilities, issuances of Letters of Credit (notwithstanding any resignation as Agent with respect to the Letter of Credit Facility) and payments by the Borrower in respect of such Facilities, and the retiring Administrative Agent shall be discharged from its duties and obligations under this AgreementAgreement as to such Facilities, other than as aforesaid. If within 45 days after written notice is given of the retiring Agent’s resignation or removal under this Section 9.06 no successor Agent shall have been appointed and shall have accepted such appointment, then on such 45th day (a) the retiring Agent’s resignation or removal shall become effective, (b) the retiring Agent shall thereupon be discharged from its duties and obligations under the Loan Documents and (c) the Required Lenders shall thereafter perform all duties of the retiring Agent under the Loan Documents until such time, if any, as the Required Lenders appoint a successor Agent as provided above. After any retiring Agent’s resignation or removal hereunder as such AgentAgent as to any of the Facilities shall have become effective, the provisions of this Article VIII 9 shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Agent as to such Agent Facilities under this Agreement.

Successor Agents. Any Agent may resign at any time by giving thirty (30) 30 Business Days’ written notice thereof to the other Secured Parties and the Lead Borrower. Upon any such resignation of an Agent, the Required Lenders shall have the right to appoint a successor AgentAgent (other than any Disqualified Lender), which, so long as there is no Specified Default, shall be reasonably satisfactory to the Lead Borrower (whose consent in any event shall not be unreasonably withheld or delayed). If no successor Agent shall have been so appointed by the Required Lenders and/or none shall have accepted such appointment within thirty (30) 30 days after the retiring Agent’s giving of notice of resignation, the retiring Agent may, on behalf of the other Secured Parties, appoint a successor Agent (other than any Disqualified Lender) which shall be a commercial bank (or affiliate thereof) organized under the laws of the United States of America or of any State thereof and having a combined capital and surplus of a least $1,000,000,000, or capable of complying with all of the duties of such Agent hereunder (in the opinion of the retiring Agent and as certified to the other Secured Parties in writing by such successor Agent) which, so long as there is no Specified Default, shall be reasonably satisfactory to the Lead Borrower (whose consent shall not in any event be unreasonably withheld or delayed). Any successor agent shall be a “U.S. person” and a “financial institution” within the meaning of Treasury Regulations Section 1.1441-1. Upon the acceptance of any appointment as Agent by a successor Agent, such successor Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring Agent and the retiring Agent shall be discharged from its duties and obligations under this Agreement. After any retiring Agent’s resignation hereunder as such Agent, the provisions of this Article ARTICLE VIII shall inure to its benefit as to any actions taken or omitted to be taken by it while it was such Agent under this Agreement.

Successor Agents. Any Agent may resign at any time by giving thirty (30) Business Days’ written notice thereof to the other Secured Credit Parties and the Lead Borrower. Upon any such resignation of an Agent, the Required Lenders shall have the right to appoint a successor Agent, which, so long as there is no Specified DefaultEvent of Default under SECTION 7.01(h), SECTION 7.01(i), SECTION 7.01(j), or SECTION 7.01 (k), shall be reasonably satisfactory to the Lead Borrower (whose consent in any event shall not be unreasonably withheld or delayed). If no successor Agent shall have been so appointed by the Required Lenders and/or none shall have accepted such appointment within thirty (30) days after the retiring Agent’s giving of notice of resignation, the retiring Agent may, on behalf of the other Secured Credit Parties, appoint a successor Agent which shall be a commercial bank (or affiliate thereof) organized under the laws of the United States of America or of any State thereof and having a combined capital and surplus of a least $1,000,000,000, or Person capable of complying with all of the duties of such Agent hereunder (in the opinion of the retiring Agent and as certified to the other Secured Credit Parties in writing by such successor Agent) which, so long as there is no Specified DefaultEvent of Default under SECTION 7.01(h), SECTION 7.01(i), SECTION 7.01(j), or SECTION 7.01(k), shall be reasonably satisfactory to the Lead Borrower (whose consent shall not in any event be unreasonably withheld or delayed). Upon the acceptance of any appointment as Agent by a successor Agent, such successor Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring Agent and the retiring Agent shall be discharged from its duties and obligations under this Agreement. After any retiring Agent’s resignation hereunder as such Agent, the provisions of this Article ARTICLE VIII shall inure to its benefit as to any actions taken or omitted to be taken by it while it was such Agent under this Agreement.

Successor Agents. Any Either Agent may resign at any time by giving thirty as Agent upon twenty (3020) Business Daysdays’ written notice thereof to the Lenders, such other Secured Parties Agent and Borrower. If either Agent shall resign as such Agent in its applicable capacity under this Agreement and the Lead Borrower. Upon any such resignation of an Agentother Credit Documents, then the Required Lenders shall have the right to appoint a successor Agentagent, which, so long as there is no Specified Default, which successor agent shall (unless an Event of Default shall have occurred and be reasonably satisfactory continuing) be subject to the Lead approval by Borrower (whose consent in any event which approval shall not be unreasonably withheld or delayed), whereupon such successor agent shall succeed to the rights, powers and duties of such Agent in its applicable capacity, and the term “Administrative Agent” or “Collateral Agent”, as the case may be, shall mean such successor agent effective upon such appointment and approval, and the former Agent’s rights, powers and duties as Agent in its applicable capacity shall be terminated, without any other or further act or deed on the part of such former Agent or any of the parties to this Agreement or any holders of the Loans. If no applicable successor agent has accepted appointment as such Agent shall have been so appointed in its applicable capacity by the Required Lenders and/or none shall have accepted such appointment within thirty date that is twenty (3020) days after the following such retiring Agent’s giving of notice of resignation, such retiring Agent’s resignation shall nevertheless thereupon become effective and the retiring Agent may, on behalf of the other Secured Parties, appoint a successor Agent which Lenders shall be a commercial bank (or affiliate thereof) organized under the laws of the United States of America or of any State thereof assume and having a combined capital and surplus of a least $1,000,000,000, or capable of complying with perform all of the duties of such Agent hereunder (in until such time, if any, as the opinion of the retiring Agent and as certified to the other Secured Parties in writing by such successor Agent) which, so long as there is no Specified Default, shall be reasonably satisfactory to the Lead Borrower (whose consent shall not in any event be unreasonably withheld or delayed). Upon the acceptance of any appointment as Agent by Required Lenders appoint a successor Agent, such successor Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring Agent and the retiring Agent shall be discharged from its duties and obligations under this Agreementagent as provided for above. After any retiring Agent’s resignation hereunder as such the Administrative Agent or the Collateral Agent, as applicable, the provisions of this Article VIII XI shall inure to its benefit as to any actions taken or omitted to be taken by it while it was such an Agent under this AgreementAgreement and the other Credit Documents.

Successor Agents. Any Subject to the appointment and acceptance of a successor Agent (which shall be any Lender or a Lender Affiliate or a commercial lender organized under the laws of the United States of America or any political subdivision thereof which has a combined capital and reserves in excess of $250,000,000) as provided below, any Agent may resign at any time by giving thirty (30) Business Days’ written notice thereof to the other Secured Parties Lenders and the Lead BorrowerBorrower and may be removed at any time for cause by the Majority Lenders. Upon any such resignation of an Agentor removal, the Required Majority Lenders shall have the right to appoint appoint, subject to such Lender's consent in its sole discretion, a successor Agent, which, so long as there is no Specified Default, shall be reasonably satisfactory to Agent from among the Lead Borrower (whose consent in any event shall not be unreasonably withheld Lenders or delayed)the Lender Affiliates. If no successor Agent shall have been so appointed by the Required Lenders and/or none Majority Lenders, and shall have accepted such appointment within thirty (30) days after the retiring Agent’s 's giving of notice of resignationresignation or the Majority Lenders' removal of the retiring Agent, then the retiring Agent may, on behalf of the other Secured PartiesLenders, appoint a successor Agent which shall be any Lender or a Lender Affiliate or a commercial bank (or affiliate thereof) organized under the laws of the United States of America or of any State political subdivision thereof and having a which has combined capital and surplus reserves in excess of a least $1,000,000,000, or capable of complying with all of the duties of such Agent hereunder (in the opinion of the retiring Agent and as certified to the other Secured Parties in writing by such successor Agent) which, so long as there is no Specified Default, shall be reasonably satisfactory to the Lead Borrower (whose consent shall not in any event be unreasonably withheld or delayed)250,000,000. Upon the acceptance of any appointment as Agent hereunder by a successor Agent, such successor Agent shall thereupon succeed to and become vested with all the rights, powers, privileges privileges, duties, and duties obligations of the retiring Agent Agent, and the retiring Agent shall be discharged from its duties and obligations under this Agreementhereunder. After any retiring Agent’s 's resignation or removal hereunder as such Agent, the provisions of this Article VIII Section 10.14 shall inure to continue in effect for its benefit as to in respect of any actions taken or omitted to be taken by it while it was such Agent under this Agreementacting as an Agent.

Successor Agents. Any Agent may resign at any time by giving thirty (30) Business Days’ written notice thereof to the other Secured Credit Parties and the Lead BorrowerCompany. Upon any such resignation of an Agent, the Required Lenders shall have the right to appoint a successor Agent, which, so long as there is no Specified Event of Default, shall be reasonably satisfactory to the Lead Borrower Company (whose consent in any event shall not be unreasonably withheld or delayed). If no successor Agent shall have been so appointed by the Required Lenders and/or none shall have accepted such appointment within thirty (30) days after the retiring Agent’s giving of notice of resignation, the retiring Agent may, on behalf of the other Secured Credit Parties, appoint a successor Agent which shall be a commercial bank (or affiliate thereof) organized under the laws of the United States of America or of any State thereof and having a combined capital and surplus of a least $1,000,000,000, or Person capable of complying with all of the duties of such Agent hereunder (in the opinion of the retiring Agent and as certified to the other Secured Credit Parties in writing by such successor Agent) which, so long as there is no Specified Event of Default, shall be reasonably satisfactory to the Lead Borrower Company (whose consent shall not in any event be unreasonably withheld or delayed). Upon the acceptance of any appointment as Agent by a successor Agent, such successor Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring Agent and the retiring Agent shall be discharged from its duties and obligations under this Agreement. After any retiring Agent’s resignation hereunder as such Agent, the provisions of this Article VIII shall inure to its benefit as to any actions taken or omitted to be taken by it while it was such Agent under this Agreement.

Successor Agents. Any Subject to the appointment and acceptance of a successor Agent (which shall be any Lender or a Lender Affiliate or a commercial lender organized under the laws of the United States of America or any political subdivision thereof which has a combined capital and reserves in excess of $250,000,000) as provided below, any Agent may resign at any time by giving thirty (30) Business Days’ written notice thereof to the other Secured Parties Lenders and the Lead BorrowerBorrower and may be removed at any time for cause by the Majority Lenders. Upon any such resignation of an Agentor removal, the Required Majority Lenders shall have the right to appoint appoint, subject to such Lender’s consent in its sole discretion, a successor Agent, which, so long as there is no Specified Default, shall be reasonably satisfactory to Agent from among the Lead Borrower (whose consent in any event shall not be unreasonably withheld Lenders or delayed)the Lender Affiliates. If no successor Agent shall have been so appointed by the Required Lenders and/or none Majority Lenders, and shall have accepted such appointment within thirty (30) days after the retiring Agent’s giving of notice of resignationresignation or the Majority Lenders’ removal of the retiring Agent, then the retiring Agent may, on behalf of the other Secured PartiesLenders, appoint a successor Agent which shall be any Lender or a Lender Affiliate or a commercial bank (or affiliate thereof) organized under the laws of the United States of America or of any State political subdivision thereof and having a which has combined capital and surplus reserves in excess of a least $1,000,000,000, or capable of complying with all of the duties of such Agent hereunder (in the opinion of the retiring Agent and as certified to the other Secured Parties in writing by such successor Agent) which, so long as there is no Specified Default, shall be reasonably satisfactory to the Lead Borrower (whose consent shall not in any event be unreasonably withheld or delayed)250,000,000. Upon the acceptance of any appointment as Agent hereunder by a successor Agent, such successor Agent shall thereupon succeed to and become vested with all the rights, powers, privileges privileges, duties, and duties obligations of the retiring Agent Agent, and the retiring Agent shall be discharged from its duties and obligations under this Agreementhereunder. After any retiring Agent’s resignation or removal hereunder as such Agent, the provisions of this Article VIII Section 10.14 shall inure to continue in effect for its benefit as to in respect of any actions taken or omitted to be taken by it while it was such Agent under this Agreementacting as an Agent.

Successor Agents. Any Agent Each of the Agents may resign at any time by giving thirty (30) Business Days’ written notice thereof to the other Secured Parties Lenders and the Lead BorrowerBorrowers. Upon any such resignation of an Agentresignation, the Required Lenders shall have the right to appoint a successor AgentAgent from among the Lenders, whichwith the consent of the Borrower, so long as there is no Specified Default, shall be reasonably satisfactory to the Lead Borrower (whose consent in any event shall which will not be unreasonably withheld or delayed)withheld. If no successor Agent shall have been so appointed by the Required Lenders and/or none and shall have accepted such appointment appointment, within thirty (30) 30 days after the retiring Agent’s 's giving of notice of resignation, the retiring Agent may, on behalf of the other Secured PartiesLenders, appoint a successor Agent Agent, which with the consent of the Borrower, which will not be unreasonably withheld, shall be a commercial bank (organized or affiliate thereof) organized licensed under the laws of the United States of America or of any State thereof and having a combined capital and surplus of a at least $1,000,000,000, or capable of complying with all 500,000,000 in the case of the duties Administrative Agent and a commercial bank organized or licensed under the laws of such Agent hereunder (the Province of Ontario and having a combined capital and surplus of at least C$100,000,000 in the opinion case of the retiring Agent and as certified to the other Secured Parties in writing by such successor Canadian Agent) which, so long as there is no Specified Default, shall be reasonably satisfactory to the Lead Borrower (whose consent shall not in any event be unreasonably withheld or delayed). Upon the acceptance of any appointment as Agent hereunder by a successor Agent, such successor Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring Agent Agent, and the retiring Agent shall be discharged from its duties and obligations under this Agreement. After any retiring Agent’s 's resignation hereunder as such Agent, the provisions of this Article VIII 8 shall inure to its benefit as to any actions taken or omitted to be taken by it while it was such Agent under this Agreement.

Successor Agents. Any Either Agent may resign at any time by giving thirty as Agent upon twenty (3020) Business Daysdays’ written notice thereof to the Lenders, such other Secured Parties Agent and the Lead Borrower. Upon any If either Agent shall resign as such resignation of an AgentAgent in its applicable capacity under this Agreement and the other Credit Documents, then the Required Lenders shall have appoint from among the right to appoint Lenders a successor Agentagent, which, so long as there is no Specified Default, which successor agent shall (unless an Event of Default shall have occurred and be reasonably satisfactory continuing) be subject to approval by the Lead Borrower (whose consent in any event which approval shall not be unreasonably withheld or delayed), whereupon such successor agent shall succeed to the rights, powers and duties of such Agent in its applicable capacity, and the term “Administrative Agent” or “Collateral Agent”, as the case may be, shall mean such successor agent effective upon such appointment and approval, and the former Agent’s rights, powers and duties as Agent in its applicable capacity shall be terminated, without any other or further act or deed on the part of such former Agent or any of the parties to this Agreement or any holders of the Loans. If no applicable successor agent has accepted appointment as such Agent shall have been so appointed in its applicable capacity by the Required Lenders and/or none shall have accepted such appointment within thirty date that is twenty (3020) days after the following such retiring Agent’s giving of notice of resignation, such retiring Agent’s resignation shall nevertheless thereupon become effective and the retiring Agent may, on behalf of the other Secured Parties, appoint a successor Agent which Lenders shall be a commercial bank (or affiliate thereof) organized under the laws of the United States of America or of any State thereof assume and having a combined capital and surplus of a least $1,000,000,000, or capable of complying with perform all of the duties of such Agent hereunder (in until such time, if any, as the opinion of the retiring Agent and as certified to the other Secured Parties in writing by such successor Agent) which, so long as there is no Specified Default, shall be reasonably satisfactory to the Lead Borrower (whose consent shall not in any event be unreasonably withheld or delayed). Upon the acceptance of any appointment as Agent by Required Lenders appoint a successor Agent, such successor Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring Agent and the retiring Agent shall be discharged from its duties and obligations under this Agreementagent as provided for above. After any retiring Agent’s resignation hereunder as such the Administrative Agent or the Collateral Agent, as applicable, the provisions of this Article VIII XII shall inure to its benefit as to any actions taken or omitted to be taken by it while it was such an Agent under this AgreementAgreement and the other Credit Documents.

Successor Agents. Any Agent may resign at any time by giving thirty (30) Business Days’ ' written notice thereof to the other Secured Credit Parties and the Lead BorrowerCompany. Upon any such resignation of an Agent, the Required Lenders shall have the right to appoint a successor Agent, which, so long as there is no Specified Event of Default, shall be reasonably satisfactory to the Lead Borrower Company (whose consent in any event shall not be unreasonably withheld or delayed). If no successor Agent shall have been so appointed by the Required Lenders and/or none shall have accepted such appointment within thirty (30) days after the retiring Agent’s 's giving of notice of resignation, the retiring Agent may, on behalf of the other Secured Credit Parties, appoint a successor Agent which shall be a commercial bank (or affiliate thereof) organized under the laws of the United States of America or of any State thereof and having a combined capital and surplus of a least $1,000,000,000, or Person capable of complying with all of the duties of such Agent hereunder (in the opinion of the retiring Agent and as certified to the other Secured Credit Parties in writing by such successor Agent) which, so long as there is no Specified Event of Default, shall be reasonably satisfactory to the Lead Borrower Company (whose consent shall not in any event be unreasonably withheld or delayed). Upon the acceptance of any appointment as Agent by a successor Agent, such successor Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring Agent and the retiring Agent shall be discharged from its duties and obligations under this Agreement. After any retiring Agent’s 's resignation hereunder as such Agent, the provisions of this Article VIII shall inure to its benefit as to any actions taken or omitted to be taken by it while it was such Agent under this Agreement.

Successor Agents. Any Either Agent may resign at any time by giving thirty (30) Business Daysas Agent upon 20 days’ written notice thereof to the Lenders, such other Secured Parties Agent and Borrowers. If either Agent shall resign as such Agent in its applicable capacity under this Agreement and the Lead Borrower. Upon any such resignation of an Agentother Credit Documents, the then Required Lenders shall have the right to appoint a successor Agentagent, whichwhich successor agent shall, so long as there is no Specified Defaultunless an Event of Default shall have occurred and be continuing, shall be reasonably satisfactory subject to the Lead Borrower approval by Parent (whose consent in any event which approval shall not be unreasonably withheld withheld, delayed or delayedconditioned), whereupon such successor agent shall succeed to the rights, powers and duties of such Agent in its applicable capacity, and the term “Administrative Agent” or “Collateral Agent”, as the case may be, shall mean such successor agent effective upon such appointment and approval, and the former Agent’s rights, powers and duties as Agent in its applicable capacity shall be terminated, without any other or further act or deed on the part of such former Agent or any of the parties to this Agreement or any holders of the Loans. If no applicable successor agent has accepted appointment as such Agent shall have been so appointed in its applicable capacity by the Required Lenders and/or none shall have accepted date that is 20 days following such appointment within thirty (30) days after the retiring Agent’s giving of notice of resignation, such retiring Agent’s resignation shall nevertheless thereupon become effective and the retiring Agent may, on behalf of the other Secured Parties, appoint a successor Agent which Lenders shall be a commercial bank (or affiliate thereof) organized under the laws of the United States of America or of any State thereof assume and having a combined capital and surplus of a least $1,000,000,000, or capable of complying with perform all of the duties of such Agent hereunder (in the opinion of the retiring Agent and until such time, if any, as certified to the other Secured Parties in writing by such successor Agent) which, so long as there is no Specified Default, shall be reasonably satisfactory to the Lead Borrower (whose consent shall not in any event be unreasonably withheld or delayed). Upon the acceptance of any appointment as Agent by Required Lenders appoint a successor Agent, such successor Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring Agent and the retiring Agent shall be discharged from its duties and obligations under this Agreementagent as provided for above. After any retiring Agent’s resignation hereunder as such Administrative Agent or Collateral Agent, as applicable, the provisions of this Article VIII XI shall inure to its benefit as to any actions taken or omitted to be taken by it while it was such an Agent under this AgreementAgreement and the other Credit Documents.

Successor Agents. Any Either Agent may resign at any time by giving thirty (30) Business Days’ written notice thereof to the other Secured Parties Lenders and the Lead BorrowerBorrower and may be removed at any time with or without cause by the Required Lenders. Upon any such resignation of an Agentor removal, the Required Lenders shall have the right to appoint a successor Agent, which, so long as there is no Specified Default, shall be reasonably satisfactory to the Lead Borrower (whose consent in any event shall not be unreasonably withheld or delayed). If no successor Agent shall have been so appointed by the Required Lenders and/or none appointed, and shall have accepted such appointment appointment, within thirty (30) days after the retiring Agent’s 's giving of notice of resignationresignation or the Required Lenders' removal of the retiring Agent, then the retiring Agent may, on behalf of the other Secured PartiesLenders, appoint a successor Agent Agent, which shall be a commercial bank (or affiliate thereof) organized under the laws of the United States of America or of any State thereof and having a combined capital and surplus of a at least $1,000,000,000, or capable of complying with all of the duties of such Agent hereunder one hundred million Dollars (in the opinion of the retiring Agent and as certified to the other Secured Parties in writing by such successor Agent) which, so long as there is no Specified Default, shall be reasonably satisfactory to the Lead Borrower (whose consent shall not in any event be unreasonably withheld or delayedUS$100,000,000). Upon the acceptance of any appointment as an Agent hereunder by a successor Agent and, in the case of a successor Collateral Agent, upon the execution and filing or recording of such instruments or notices, as may be necessary or desirable, or as the Required Lenders may request, in order to continue the perfection of the security interests granted or purported to be granted under the Security Documents, such successor Agent shall thereupon succeed to and become vested with all the rights, powers, discretion, privileges and duties of the retiring Agent Agent, and the retiring Agent shall be discharged from its duties and obligations under this Agreement. After any retiring Agent’s 's resignation or removal hereunder as such an Agent, the provisions of this Article VIII Section 15 shall inure to its benefit as to any actions taken or omitted to be taken by it while it was such an Agent under this Agreement.

Successor Agents. Any Subject to the appointment and acceptance of a successor Agent, the Agent and the Issuing Bank (except, in the case of the Issuing Bank, in respect of Letters of Credit issued by it) may resign at any time by giving thirty (30) Business Days’ written notice thereof to notifying the other Secured Parties Lenders and the Lead Borrower. Upon any such resignation of an Agentresignation, the Required Lenders shall have the right to appoint a successor Agent, which, so long as there is no Specified Default, shall be reasonably satisfactory subject to approval by the Lead Borrower (whose consent in any event which shall not be unreasonably withheld or delayedwithheld). If no successor Agent shall have been so appointed by the Required Lenders and/or none Lenders, and shall have accepted such appointment within thirty (30) 30 days after the retiring Agent’s giving of Agent or Issuing Bank, as the case may be, gives notice of its resignation, then the retiring Agent mayor Issuing Bank, as the case may be, on behalf of the other Secured PartiesLenders, shall appoint a successor Agent or Issuing Bank, as applicable, which shall be a commercial bank (organized or affiliate thereof) organized licensed under the laws of the United States of America or of any State thereof and having a combined capital and surplus of a at least $1,000,000,000, 500,000,000 or capable an Affiliate of complying with all of the duties of any such Agent hereunder (in the opinion of the retiring Agent and as certified to the other Secured Parties in writing by such successor Agent) which, so long as there is no Specified Default, shall be reasonably satisfactory to the Lead Borrower (whose consent shall not in any event be unreasonably withheld or delayed)bank. Upon the acceptance of any appointment as an Agent or Issuing Bank, as the case may be, hereunder by a successor Agentbank, such successor Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring Agent or Issuing Bank and the retiring Agent or Issuing Bank shall be discharged from its duties and obligations under this Agreementhereunder. After any retiring Agent’s the resignation hereunder of an Agent or the Issuing Bank, as such Agentthe case may be, hereunder, the provisions of this Article VIII and Section 9.05 shall inure to continue in effect for its benefit as to in respect of any actions taken or omitted to be taken by it while it was such acting as an Agent under this Agreementor Issuing Bank.

Successor Agents. Any (b) The Revolver Administrative Agent and the Collateral Agent may resign at any time by giving thirty (30) Business Days’ written give notice thereof of its resignation to the other Secured Parties Lenders, the Letter of Credit Issuers and the Lead Borrower. Upon receipt of any such resignation notice of an Agentresignation, the Required Lenders Xxxxxxx, in the case of the resignation of the Revolver Administrative Agent, shall have the right to appoint a successor Agentright, which, so long as there is no Specified Default, shall be reasonably satisfactory subject to the Lead consent of the Borrower (whose consent in any event shall not to be unreasonably withheld or delayed) so long as no Event of Default under Section 12.1(a), 12.1(b), 12.1(g), 12.1(h) or 12.1(i) (with respect to the Borrower) 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 no such successor Agent shall have been so appointed by the Required Lenders and/or none Lenders, the Revolver Administrative Agent or the Collateral Agent, 113 as applicable, and shall have accepted such appointment within thirty (30) days after the retiring Agent’s giving of Revolver Administrative Agent gives notice of resignationits resignation (the “Resignation Effective Date”), then the retiring Revolver Administrative Agent mayor Collateral Agent, as applicable, may on behalf of the other Secured PartiesLenders, appoint a successor Revolver Administrative Agent which shall be a commercial bank or Collateral Agent, as applicable, meeting the qualifications set forth above (or affiliate thereof) organized under the laws including receipt of the United States of America Borrower’s consent); provided that if the Revolver Administrative Agent or of any State thereof and having a combined capital and surplus of a least $1,000,000,000Collateral Agent, or capable of complying with all of the duties of such Agent hereunder (in the opinion of the retiring Agent and as certified to the other Secured Parties in writing by such successor Agent) which, so long as there is no Specified Defaultapplicable, shall be reasonably satisfactory to notify the Lead Borrower (whose consent shall not in any event be unreasonably withheld or delayed). Upon the acceptance of any appointment as Agent by a successor Agent, such successor Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring Agent and the retiring Agent Lenders that no qualifying Person has accepted such appointment, then such resignation shall be discharged from its duties and obligations under this Agreement. After any retiring Agent’s resignation hereunder as nonetheless become effective in accordance with such Agent, the provisions of this Article VIII shall inure to its benefit as to any actions taken or omitted to be taken by it while it was such Agent under this Agreementnotice.

Successor Agents. Any (a) Subject to the appointment of a successor as set forth herein, any Agent may resign at any time by giving thirty (30) Business Daysupon 30 days’ written notice thereof to the other Secured Parties Lenders, the Borrower and the Lead Borrowerother Agent effective upon appointment of a successor Agent. Upon receipt of any such resignation notice of an Agentresignation, the Required Lenders shall have appoint from among the right to appoint Lenders a successor Agentagent for the Lenders, which, so long as there is no Specified Default, which successor agent shall be reasonably satisfactory (unless an Event of Default under Section 8.1(a) or Section 8.1(f) with respect to the Lead Borrower shall have occurred and be continuing) be subject to approval by the Borrower (whose consent in any event which approval shall not be unreasonably withheld or delayed), whereupon such successor agent shall succeed to the rights, powers and duties of such retiring Agent, and the retiring Agent’s rights, powers and duties as Agent shall be terminated, without any other or further act or deed on the part of such retiring Agent or any of the parties to this Agreement or any holders of the Loans. If no successor Agent shall have been so appointed by the Required Lenders and/or none with such consent of the Borrower and shall have accepted such appointment within thirty (30) 30 days after the retiring Agent’s giving of notice of resignation, then the retiring Agent may, on behalf of the other Secured PartiesLenders and with the consent of the Borrower (such consent not to be unreasonably withheld or delayed), appoint a successor Agent which Agent, that shall be a commercial bank (or affiliate thereof) organized under the laws of the United States of America or of any State thereof and having that has an office in New York, New York with a combined capital and surplus of a at least $1,000,000,000, or capable of complying with all of the duties of such Agent hereunder (in the opinion of the retiring Agent and as certified to the other Secured Parties in writing by such successor Agent) which, so long as there is no Specified Default, shall be reasonably satisfactory to the Lead Borrower (whose consent shall not in any event be unreasonably withheld or delayed). Upon the acceptance of any appointment as Agent by a successor Agent, such successor Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring Agent and the retiring Agent shall be discharged from its duties and obligations under this Agreement500,000,000. After any retiring Agent’s resignation hereunder as such Agent, the provisions of this Article VIII Section 9 shall inure to its benefit as to any actions taken or omitted to be taken by it while it was such Agent under this Agreement.Agreement and the other Loan Documents. 124

Successor Agents. Any (a) Each Agent may resign at any time by giving thirty (30) Business Days’ written notice thereof to the other Secured Parties Lenders and Borrower and may be removed at any time with or without cause by the Lead BorrowerRequired Lenders; provided, however, neither Agent may resign or be removed until a successor Administrative Agent or Syndication Agent, as the case may be, has been appointed and shall have accepted such appointment. Upon any such resignation of an Agentor removal, the Required Lenders shall have the right to appoint a successor Administrative Agent or Syndication Agent, whichas the case may be, with the consent of Borrower so long as there no Default or Event of Default has occurred and is no Specified Defaultcontinuing, shall be reasonably satisfactory to the Lead Borrower (whose which consent in any event shall not be unreasonably withheld or delayed). If no successor Administrative Agent or Syndication Agent, as the case may be shall have been so appointed by the Required Lenders and/or none with the consent of Borrower, and shall have accepted such appointment appointment, within thirty (30) 30 days after the retiring Agent’s 's giving of notice of resignationresignation or the Required Lenders' removal of the retiring Agent, then the retiring Agent may, on behalf of the other Secured PartiesLenders, appoint a successor Administrative Agent or Syndication Agent, as the case may be, which shall be a bank which maintains an office in the United States, or a commercial bank (or affiliate thereof) organized under the laws of the United States of America or of any State thereof and thereof, or any Affiliate of such bank, having a combined capital and surplus of a at least $1,000,000,000, or capable of complying with all of the duties of such Agent hereunder (in the opinion of the retiring Agent and as certified to the other Secured Parties in writing by such successor Agent) which, so long as there is no Specified Default, shall be reasonably satisfactory to the Lead Borrower (whose consent shall not in any event be unreasonably withheld or delayed). Upon the acceptance of any appointment as Agent by a successor Agent, such successor Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring Agent and the retiring Agent shall be discharged from its duties and obligations under this Agreement. After any retiring Agent’s resignation hereunder as such Agent, the provisions of this Article VIII shall inure to its benefit as to any actions taken or omitted to be taken by it while it was such Agent under this Agreement100,000,000.

Successor Agents. Any Agent may resign at any time by giving thirty (30) Business Days’ written notice thereof to the other Secured Credit Parties and the Lead Borrower. Upon any such resignation of an Agent, the Required Lenders shall have the right to appoint a successor Agent, which, so long as there is no Specified DefaultEvent of Default under SECTION 7.01(g), SECTION 7.01(h), SECTION 7.01(i), or SECTION 7.0l(j), shall be reasonably satisfactory to the Lead Borrower (whose consent in any event shall not be unreasonably withheld or delayed). If no successor Agent shall have been so appointed by the Required Lenders and/or none shall have accepted such appointment within thirty (30) days after the retiring Agent’s giving of notice of resignation, the retiring Agent may, on behalf of the other Secured Credit Parties, appoint a successor Agent which shall be a commercial bank (or affiliate thereof) organized under the laws of the United States of America or of any State thereof and having a combined capital and surplus of a least $1,000,000,000, or Person capable of complying with all of the duties of such Agent hereunder (in the opinion of the retiring Agent and as certified to the other Secured Credit Parties in writing by such successor Agent) which, so long as there is no Specified DefaultEvent of Default under SECTION 7.0l(g), SECTION 7.0l(h), SECTION 7.0l(i), or SECTION 7.0l(j), shall be reasonably satisfactory to the Lead Borrower (whose consent shall not in any event be unreasonably withheld or delayed). Upon the acceptance of any appointment as Agent by a successor Agent, such successor Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring Agent and the retiring Agent shall be discharged from its duties and obligations under this Agreement. After any retiring Agent’s resignation hereunder as such Agent, the provisions of this Article ARTICLE VIII shall inure to its benefit as to any actions taken or omitted to be taken by it while it was such Agent under this Agreement.

Successor Agents. Any Subject to the appointment and acceptance of a successor as provided below, each of the Agent and the Issuing Bank (except, in the case of the Issuing Bank, in respect of Letters of Credit issued by it) may resign at any time by giving thirty (30) Business Days’ written notice thereof to notifying the other Secured Parties Lenders and the Lead BorrowerBorrowers. Upon any such resignation of an Agentresignation, the Required Lenders shall have the right right, subject (so long as no Event of Default shall have occurred and be continuing) to the prior written consent of the Borrowers, to appoint a successor. If a successor Agent, which, so long as there is no Specified Default, shall be reasonably satisfactory to the Lead Borrower (whose consent in any event shall not be unreasonably withheld or delayed). If no successor Agent shall have been so appointed by the Required Lenders and/or none Lenders, or shall not have accepted such appointment appointment, within thirty (30) 30 days after the retiring Agent’s giving of Agent or Issuing Bank, as the case may be, gives notice of its resignation, then the retiring Agent or Issuing Bank, as the case may be, may, on behalf of the other Secured PartiesLenders, appoint a successor Agent successor, which shall be a commercial bank (organized or affiliate thereof) organized licensed under the laws of the United States of America or of any State thereof and having a combined capital and surplus of a at least $1,000,000,000, 500,000,000 or capable an Affiliate of complying with all of the duties of any such Agent hereunder (in the opinion of the retiring Agent and as certified to the other Secured Parties in writing by such successor Agent) which, so long as there is no Specified Default, shall be reasonably satisfactory to the Lead Borrower (whose consent shall not in any event be unreasonably withheld or delayed)bank. Upon the acceptance of any appointment as the Agent or Issuing Bank, as the case may be, hereunder by a successor Agentbank, such successor Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring Agent or Issuing Bank and the retiring Agent or Issuing Bank shall be discharged from its duties and obligations under this Agreementhereunder. After any retiring Agent’s the resignation hereunder of the Agent or Issuing Bank, as such Agentthe case may be, hereunder, the provisions of this Article VIII and Section 9.05 shall inure to continue in effect for its benefit as to in respect of any actions taken or omitted to be taken by it while it was such acting as the Agent under this Agreementor Issuing Bank.

Successor Agents. Any Agent may resign at any time by giving thirty (30) Business Days’ written notice thereof to the other Secured Parties and the Lead Borrower. Upon any such resignation of an Agent, the Required Lenders shall have the right to appoint a successor Agent, which, so long as there is no Specified Default, shall be reasonably satisfactory to the Lead Borrower (whose 158 consent in any event shall not be unreasonably withheld or delayed). If no successor Agent shall have been so appointed by the Required Lenders and/or none shall have accepted such appointment within thirty (30) days after the retiring Agent’s giving of notice of resignation, the retiring Agent may, on behalf of the other Secured Parties, appoint a successor Agent which shall be a commercial bank (or affiliate thereof) organized under the laws of the United States of America or of any State thereof and having a combined capital and surplus of a least $1,000,000,000, or capable of complying with all of the duties of such Agent hereunder (in the opinion of the retiring Agent and as certified to the other Secured Parties in writing by such successor Agent) which, so long as there is no Specified Default, shall be reasonably satisfactory to the Lead Borrower (whose consent shall not in any event be unreasonably withheld or delayed). Upon the acceptance of any appointment as Agent by a successor Agent, such successor Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring Agent and the retiring Agent shall be discharged from its duties and obligations under this Agreement. After any retiring Agent’s resignation hereunder as such Agent, the provisions of this Article VIII shall inure to its benefit as to any actions taken or omitted to be taken by it while it was such Agent under this Agreement.

Successor Agents. Any The Agent may resign at any time by giving thirty (30) Business Days’ 30 days' written notice thereof to the other Secured Parties Lenders and the Lead Borrower. The Agent may be removed by the Required Lenders upon 30 days' written notice thereof to the Agent, the Lenders and the Borrower. Upon receipt of notice of any such resignation of an Agentor removal, the Required Lenders Borrower shall have the right to appoint a successor Agent; provided, which, so long as there is no Specified Default, that the Required Lenders shall be reasonably satisfactory have the right to the Lead Borrower (whose consent in any event shall not be unreasonably withheld or delayed)disapprove such successor Agent. If no successor Agent shall have been so appointed by the Required Lenders and/or none and consented to, and shall have accepted such appointment appointment, within thirty (30) 20 days after the retiring Agent’s giving of such notice of resignationresignation or removal, then the retiring Agent may, on behalf of the other Secured Parties, Required Lenders shall appoint a successor Agent which to succeed to the obligations of the Agent hereunder. Each successor Agent shall be a commercial bank (or affiliate thereof) trust company organized under the laws of the United States of America or of any State thereof and having a combined capital and surplus of a least $1,000,000,000, or capable of complying with all of the duties of such Agent hereunder (in the opinion of the retiring Agent and as certified to the other Secured Parties in writing by such successor Agent) which, so long as there is no Specified Default, shall be reasonably satisfactory to the Lead Borrower (whose consent shall not in any event be unreasonably withheld or delayed)thereof. Upon the acceptance by a successor Agent of any its appointment as Agent by a successor Agenthereunder, such successor Agent shall thereupon succeed to and become vested with all the properties, rights, powers, privileges and duties of the former Agent, without further act, deed or conveyance. Upon the effective date of resignation or removal of a retiring Agent and the retiring Agent, such Agent shall be discharged from its duties and obligations under this Agreement. After any retiring Agent’s resignation hereunder as such AgentAgreement and the other Loan Documents, but the provisions of this Article VIII Agreement shall inure to its benefit as to any actions taken or omitted to be taken by it while it was such Agent under this Agreement. If and so long as no successor Agent shall have been appointed, then any notice or other communication required or permitted to be given by the Agent shall be sufficiently given if given by the Required Lenders, all notices or other communications required or permitted to be given to the Agent shall be given to each Lender, and all payments to be made to the Agent shall be made directly to the Borrower or Lender for whose account such payment is made.

Successor Agents. Any Either of the Agents or the Paying Agent may resign at any time by giving thirty (30) Business Days’ written notice thereof to the Lenders, the other Secured Parties Agent and the Lead Borrower. Upon any such resignation of by an Agent (or by an Agent and the Paying Agent), the other Agent shall become the sole Agent hereunder. Upon any resignation by the remaining Agent, the Required Lenders shall have the right to appoint a successor for such Agent, which, so long as there is no Specified Default, which shall be reasonably satisfactory to the Lead Borrower (whose consent in any event shall not be unreasonably withheld or delayed)Borrower. If no successor Agent shall have been so appointed by the Required Lenders and/or none and shall have accepted such appointment appointment, within thirty (30) 30 days after the retiring Agent’s agent's giving of notice of resignation, the retiring Agent agent may, on behalf of the other Secured PartiesLenders, appoint a successor Agent agent, which shall be a commercial bank (or affiliate thereof) organized under the laws of the United States of America or of any State thereof and having a combined capital and surplus of a least $1,000,000,000100,000,000, or capable of complying with all of the duties of such Agent hereunder (in the opinion of the retiring Agent and as certified to the other Secured Parties in writing by such successor Agent) which, so long as there is no Specified Default, which shall be reasonably satisfactory to the Lead Borrower (whose consent shall not in any event be unreasonably withheld or delayed)Borrower. Upon the acceptance of any appointment as Agent agent hereunder by a successor Agentagent, such successor Agent 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 agent shall be discharged from its duties and obligations under this Agreement. After any retiring Agent’s agent's resignation hereunder as such Agentagent, the provisions of this Article VIII Section 8 shall inure to its benefit as to any actions taken or omitted to be taken by it while it was such Agent agent under this Agreement.

Successor Agents. Any Subject to the appointment and acceptance of a successor Agent as provided below, any Agent may resign at any time by giving thirty (30) Business Days’ written notice thereof to the other Secured Parties Lenders and the Lead Borrower. Upon any such resignation of an Agentresignation, the Required Majority Lenders shall have the right to appoint a successor Agent, whichAgent with, so long as there is no Specified DefaultDefault or Event of Default then exists, shall be reasonably satisfactory to the Lead Borrower (whose consent in any event shall not be unreasonably withheld or delayed)of the Borrower. If no successor Agent shall have been so appointed by the Required Majority Lenders and/or none with, so long as no Default or Event of Default then exists, the consent of the Borrower, and shall have accepted such appointment within thirty (30) days after the retiring Agent’s giving of Agent gives notice of resignation, then the retiring Agent may, on behalf of the other Secured PartiesLenders, appoint a successor Agent which shall be any existing Lender or a commercial bank (or affiliate thereof) organized under the laws of the United States of America or of any State political subdivision thereof and having a which has combined capital and surplus reserves in excess of a least $1,000,000,000, or capable of complying with all of the duties of such Agent hereunder (in the opinion of the retiring Agent and as certified to the other Secured Parties in writing by such successor Agent) which, so long as there is no Specified Default, shall be reasonably satisfactory to the Lead Borrower (whose consent shall not in any event be unreasonably withheld or delayed)500,000,000. Upon the acceptance of any appointment as an Agent hereunder by a successor Agent, Agent such successor Agent shall thereupon succeed to and become vested with all the rights, powers, privileges privileges, duties and duties obligations of the retiring Agent Agent, and the retiring Agent shall be discharged from its duties and obligations under this Agreementhereunder. After any retiring Agent’s 's resignation hereunder as such Agent, the provisions of this Article VIII shall inure to continue in effect for its benefit as to in respect of any actions taken or omitted to be taken by it while it was such acting as an Agent. The resignation of an Agent under this Agreementmay not take effect until a successor Agent is appointed.

Successor Agents. Any The Agent may resign at any time by giving thirty (30) Business Days’ written notice thereof to the other Secured Parties Lenders and the Lead BorrowerBorrowers and may be removed at any time with or without cause by the Required Lenders or, so long as no Default exists, by the Borrowers. Upon any such resignation of an Agentor removal, the Required Lenders shall have the right right, upon five days’ notice and approval by the Borrowers (which approval shall not be unreasonably withheld), to appoint a successor Agent, which, so long as there is no Specified Default, shall be reasonably satisfactory to the Lead Borrower (whose consent in any event shall not be unreasonably withheld or delayed). If no successor Agent shall have been so appointed by the Required Lenders and/or none Lenders, and shall have accepted such appointment appointment, within thirty (30) days after the retiring Agent’s giving of notice of resignationresignation or the Required Lenders’ removal of the retiring Agent, then, upon five days’ notice and approval by the Borrowers (which approval shall not be unreasonably withheld), the retiring Agent may, on behalf of the other Secured PartiesLenders, appoint a successor Agent which shall be a bank which maintains an office in the United States or a commercial bank (or affiliate thereof) organized under the laws of the United States of America or of any State thereof and having a combined capital and surplus of a at least $1,000,000,000, or capable of complying with all of the duties of such Agent hereunder (in the opinion of the retiring Agent and as certified to the other Secured Parties in writing by such successor Agent) which, so long as there is no Specified Default, shall be reasonably satisfactory to the Lead Borrower (whose consent shall not in any event be unreasonably withheld or delayed)500,000,000. Upon the acceptance of any appointment as Agent hereunder by a successor AgentAgent and upon the execution and filing or recording of such instruments or notices as may be necessary or desirable, or as the Required Lenders may request, such successor Agent shall thereupon will succeed to and become vested with all the rights, powers, discretion, privileges and duties of the retiring Agent Agent, and the retiring Agent shall will be discharged from its duties and obligations under this Agreementthe Credit Documents. After any retiring Agent’s resignation or removal hereunder as such Agent, the provisions of this Article VIII Section 13 shall inure to its benefit as to any actions taken or omitted to be taken by it while it was such the Agent under this Agreement.

Successor Agents. Any Each of the Administrative Agent and the Collateral Agent may resign at any time by giving thirty (30) Business Days’ written notice thereof to the other Secured Parties Banks and the Lead Borrower. Upon any such resignation of an Agentresignation, the Required Lenders Banks shall have the right to appoint a successor Administrative Agent or Collateral Agent, which, so long as there is no Specified Default, shall be reasonably satisfactory to the Lead Borrower (whose consent in any event shall not be unreasonably withheld or delayed)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 and/or none Banks, and shall have accepted such appointment appointment, within thirty (30) 30 days after the retiring Agent’s agent's giving of notice of resignation, then the retiring Agent agent may, on behalf of the other Secured PartiesBanks, appoint a successor Administrative Agent or Collateral Agent, as the case may be, which shall be a Bank or a commercial bank (or affiliate thereof) organized under the laws of the United States of America or of any State thereof and having a combined capital and surplus of a at least $1,000,000,000, or capable of complying with all of the duties of such Agent hereunder (in the opinion of the retiring Agent and as certified to the other Secured Parties in writing by such successor Agent) which, so long as there is no Specified Default, shall be reasonably satisfactory to the Lead Borrower (whose consent shall not in any event be unreasonably withheld or delayed)100,000,000. Upon the acceptance of any its appointment as Administrative Agent or Collateral Agent, as the case may be, hereunder by a successor Administrative Agent or Collateral Agent, as the case may be, such successor Agent agent shall thereupon succeed to and become vested with all the rights, powers, privileges rights and duties of the retiring Administrative Agent and or Collateral Agent, as the case may be, and, upon such acceptance of appointment, the retiring Agent agent shall be discharged from its duties and obligations under this Agreementhereunder. After any retiring Agent’s agent's resignation hereunder as such Administrative Agent or Collateral Agent, the provisions of this Article VIII Section 10 shall inure to its benefit as to any actions taken or omitted to be taken by it while it was such Administrative Agent under this Agreementor Collateral Agent, as the case may be.

Successor Agents. (a) Any Agent may resign at any time by giving thirty (30) Business Days’ written notice thereof to the other Secured Parties Lenders and Xxxxxxxx and may be removed at any time with or without cause by the Lead BorrowerRequired Xxxxxxx; PROVIDED, HOWEVER, the Agent may not resign or be removed except where the Collateral Agent is also resigning or being removed and a successor Agent and Collateral Agent has been appointed under this Agreement and shall have accepted such appointment. Upon any such resignation of an Agentor removal, the Required Lenders shall have the right right, upon five days' notice to Xxxxxxxx, to appoint a successor Agent, which, so long as there is no Specified Default, Agent which successor shall be reasonably satisfactory approved by the Borrower, such approval not to the Lead be unreasonably withheld; provided that, Borrower (whose consent in any event shall not be unreasonably withheld or delayed)have the right to approve any successor Agent during the continuance of an Event of Default. If no successor Agent shall have been so appointed by the Required Lenders and/or none and approved by the Borrower, if required, and shall have accepted such appointment appointment, within thirty (30) 30 days after the retiring Agent’s 's giving of notice of resignationresignation or the Required Xxxxxxx' removal of the retiring Agent, then, upon five days' notice to Borrower, the retiring Agent may, on behalf of the other Secured PartiesLenders, appoint a successor Agent Agent, which shall be a bank which maintains an office in the United States, or a commercial bank (or affiliate thereof) organized under the laws of the United States of America or of any State thereof and thereof, or any Affiliate of such bank, having a combined capital and surplus of a at least $1,000,000,000, or capable of complying with all of the duties of such Agent hereunder (in the opinion of the retiring Agent and as certified to the other Secured Parties in writing by such successor Agent) which, so long as there is no Specified Default, shall be reasonably satisfactory to the Lead Borrower (whose consent shall not in any event be unreasonably withheld or delayed). Upon the acceptance of any appointment as Agent by a successor Agent, such successor Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring Agent and the retiring Agent shall be discharged from its duties and obligations under this Agreement. After any retiring Agent’s resignation hereunder as such Agent, the provisions of this Article VIII shall inure to its benefit as to any actions taken or omitted to be taken by it while it was such Agent under this Agreement100,000,000.

Successor Agents. Any Subject to the terms of this Section 12.05, each Agent may resign at any time by giving may, upon thirty (30) Business Days’ written days' notice thereof to the other Secured Parties Lenders and the Lead Borrower. Upon any such resignation of an , resign as Administrative Agent or Collateral Agent, as applicable. If an Agent shall resign then the Required Lenders shall have the right to appoint a successor Agent, which, agent. If for any reason a successor agent is not so long as there is no Specified Default, appointed and does not accept such appointment within thirty (30) days of notice of resignation such Agent may appoint a successor agent. The appointment of any successor Agent shall be reasonably satisfactory subject to the Lead prior written consent of the Borrower (whose which consent in any event shall not be unreasonably withheld or delayed). If no ; provided that the consent of the Borrower to any such appointment shall not be required if (i) an Event of Default shall have occurred and is continuing or, (ii) if such successor Agent shall have been so appointed by the Required Lenders and/or none shall have accepted such appointment within thirty (30) days after the retiring Agent’s giving of notice of resignation, the retiring Agent may, on behalf of the other Secured Parties, appoint is a successor Agent which shall be a commercial bank (Lender or affiliate thereof) organized under the laws of the United States of America or of any State thereof and having a combined capital and surplus of a least $1,000,000,000, or capable of complying with all of the duties an Affiliate of such Agent hereunder (in the opinion or any Lender. Any resignation of the retiring an Agent and as certified to the other Secured Parties in writing by such successor Agent) which, so long as there is no Specified Default, shall be reasonably satisfactory effective upon the appointment of a successor agent pursuant to this Section 12.05. After the Lead Borrower (whose consent shall not in any event be unreasonably withheld or delayed). Upon the acceptance effectiveness of any appointment retiring Agent's resignation hereunder as Agent by a successor Agent, such successor Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring Agent and the retiring Agent shall be discharged from its duties and obligations hereunder and under this Agreement. After any retiring Agent’s resignation hereunder as such Agent, the other Facility Documents and the provisions of this Article VIII XII shall inure to continue in effect for its benefit as with respect to any actions taken or omitted to be taken by it while it was such Agent under this Agreement and under the other Facility Documents. Any Person (i) into which the Collateral Agent may be merged or consolidated, (ii) that may result from any merger or consolidation to which the Collateral Agent shall be a party, or (iii) that may succeed to the corporate trust properties and assets of the Collateral Agent substantially as a whole, shall be the successor to the Collateral Agent under this Agreement without further act of any of the parties to this Agreement.

Successor Agents. Any Agent may resign at any time by giving thirty (30) Business Days’ written notice thereof to the other Secured Credit Parties and the Lead Borrower. Upon any such resignation of an Agent, the Required Lenders shall have the right to appoint a successor Agent, which, so long as there is no Specified DefaultEvent of Default under SECTION 7.01(a), (b) or (t) shall be reasonably satisfactory to the Lead Borrower (whose consent in any event shall not be unreasonably withheld or delayed). If no successor Agent shall have been so appointed by the Required Lenders and/or none shall have accepted such appointment within thirty (30) days Business Days after the retiring Agent’s giving of notice of resignation, the retiring Agent may, on behalf of the other Secured Credit Parties, appoint a successor Agent which which, (i) shall be a Person a commercial bank (or affiliate thereof) organized under the laws of the United States of America or of any State thereof and having a combined capital and surplus of a least $1,000,000,000100,000,000, or (ii) capable of complying with all of the duties of such Agent hereunder (in the opinion of the retiring Agent and as certified to the other Secured Credit Parties in writing by such successor Agent) which, so long as there is no Specified DefaultEvent of Default under SECTION 7.01(a), (b) or (t) shall be reasonably satisfactory to the Lead Borrower (whose consent shall not in any event shall not be unreasonably withheld or delayed). Upon the acceptance of any appointment as Agent by a successor Agent, such successor Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring Agent and the retiring Agent shall be discharged from its duties and obligations under this Agreement. After any retiring Agent’s resignation hereunder as such Agent, the provisions of this Article VIII shall inure to its benefit as to any actions taken or omitted to be taken by it while it was such Agent under this Agreement.

Successor Agents. Any Agent may resign at any time by ---------------- giving thirty (30) Business Days’ written notice thereof to the other Secured Parties Lenders and the Lead BorrowerCompany. Upon any such resignation of an Agentresignation, the Required Lenders shall have the right to appoint a successor Agent, which, so long as there is no Specified Default, shall be reasonably satisfactory acceptable to the Lead Borrower (whose Company, with such rights and obligations hereunder as those previously held by the retiring Agent, provided, the -------- successor Agent may be appointed by the Required Lenders without any consultation with or consent in of the Company or any event shall not be unreasonably withheld other Loan Party if an Event of Default or delayed)Default has occurred and is continuing. If no successor Agent shall have been so appointed by the Required Lenders and/or none Lenders, been accepted by the Company, and shall have accepted such appointment appointment, within thirty (30) 30 days after the retiring Agent’s 's giving of notice of resignation, then the retiring Agent may, on behalf of the other Secured PartiesLenders, appoint a successor Agent Agent, which shall be a Lender or a commercial bank (or affiliate thereof) other financial institution organized under the laws of the United States of America or of any State thereof and having a combined capital and surplus of a at least $1,000,000,000, or capable of complying with all of the duties of such Agent hereunder (in the opinion of the retiring Agent and as certified to the other Secured Parties in writing by such successor Agent) which, so long as there is no Specified Default, shall be reasonably satisfactory to the Lead Borrower (whose consent shall not in any event be unreasonably withheld or delayed)500,000,000. Upon the acceptance of any appointment as Agent hereunder by a successor Agent, such successor Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring Agent Agent, and the retiring Agent shall be discharged from its duties and obligations under this AgreementAgreement and the other Loan Documents. After any retiring Agent’s 's resignation hereunder as such an Agent, the provisions of this Article VIII IX shall inure to its benefit as to any actions taken or omitted to be taken by it while it was such an Agent under this AgreementAgreement and the other Loan Documents.

Successor Agents. Any Agent may resign at any time by giving thirty as such under the Credit Documents ---------------- upon ninety (3090) Business Days’ days’ prior written notice thereof to the other Secured Parties Lenders and the Lead Borrower. Upon any such resignation of an Agent, Company and the Required Lenders Managing Administrative Agent shall have resign in the right to appoint a successor Agent, which, so long as there is no Specified Default, event its Aggregate Maximum Commitment shall be reasonably satisfactory less than $25,000,000.00. In addition, in the event any Agent fails to perform its obligations under the Lead Borrower (whose consent Credit Documents in any event shall not be unreasonably withheld or delayed). If no successor Agent shall have been so appointed by the Required Lenders and/or none shall have accepted such appointment material manner and fails to correct its performance within thirty (30) days after the retiring Agent’s giving of written notice of resignationsuch failure of performance given by not less than the Majority Lenders, then such Agent may be removed upon thirty (30) days notice given by not less than the Majority Lenders. If an Agent shall resign or be so removed, then, on or before the effective date of such resignation or removal, the retiring Majority Lenders shall appoint a successor agent reasonably acceptable to the Company or, if the Majority Lenders are unable to agree on the appointment of a successor agent, such Agent mayshall appoint a successor agent for the Lenders, which successor agent shall be reasonably acceptable to the Company, whereupon such successor agent shall succeed to the rights, powers and duties of such Agent, and the term “Documentation Agent,” “Co-Syndication Agent,” “Managing Administrative Agent,” “Administrative Agent,” or “Other Facility Agent”), as applicable, shall mean such successor agent effective upon its appointment, and the former Agent’s rights, powers and duties shall be terminated without any other or further act or deed on behalf the part of such former Agent or any of the parties to this Agreement or any of the other Secured Parties, appoint a successor Agent which shall be a commercial bank (Credit Documents or affiliate thereof) organized under the laws of the United States of America or of any State thereof and having a combined capital and surplus of a least $1,000,000,000, or capable of complying with all of the duties of such Agent hereunder (in the opinion of the retiring Agent and as certified to the other Secured Parties in writing by such successor Agent) which, so long as there is no Specified Default, shall be reasonably satisfactory to the Lead Borrower (whose consent shall not in any event be unreasonably withheld or delayed). Upon the acceptance of any appointment as Agent by a successor Agent, such successor Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring Agent and the retiring Agent shall be discharged from its duties and obligations under this Agreementsuccessors thereto. After any retiring Agent’s Agent’s resignation hereunder as such Agentor removal hereunder, the provisions of this Article VIII Paragraph 12 shall inure to its benefit as to any actions taken or omitted to be taken by it while it was such Agent under this Agreementthe Credit Documents.

Successor Agents. Any Either of the Agents or the Paying Agent may resign at any time by giving thirty (30) Business Days’ written notice thereof to the other Secured Parties Tranche A Lenders and the Lead Tranche B Lenders, the other Agent and the Borrower. Upon any such resignation of by an Agent (or by an Agent and the Paying Agent), the other Agent shall become the sole Agent hereunder. Upon any resignation by the remaining Agent, the Required Lenders shall have the right to appoint a successor for such Agent, which, so long as there is no Specified Default, which shall be reasonably satisfactory to the Lead Borrower (whose consent in any event shall not be unreasonably withheld or delayed)Borrower. If no successor Agent shall have been so appointed by the Required Lenders and/or none and shall have accepted such appointment appointment, within thirty (30) 30 days after the retiring Agent’s agent's giving of notice of resignation, the retiring Agent agent may, on behalf of the other Secured PartiesTranche A Lenders and the Tranche B Lenders, appoint a successor Agent agent, which shall be a commercial bank (or affiliate thereof) organized under the laws of the United States of America or of any State thereof and having a combined capital and surplus of a least $1,000,000,000100,000,000 (or CIT Group or GECC), or capable of complying with all of the duties of such Agent hereunder (in the opinion of the retiring Agent and as certified to the other Secured Parties in writing by such successor Agent) which, so long as there is no Specified Default, which shall be reasonably satisfactory to the Lead Borrower (whose consent shall not in any event be unreasonably withheld or delayed)Borrower. Upon the acceptance of any appointment as Agent agent hereunder by a successor Agentagent, such successor Agent 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 agent shall be discharged from its duties and obligations under this Agreement. After any retiring Agent’s agent's resignation hereunder as such Agentagent, the provisions of this Article VIII Section 8 shall inure to its benefit as to any actions taken or omitted to be taken by it while it was such Agent agent under this Agreement.. [SECTION 8.11 ]

Successor Agents. (a) Any Agent may resign at any time by giving thirty (30) Business Daysupon 30 days’ written notice thereof to the other Secured Parties Lenders, the Borrower and the Lead Borrowerother Agent effective upon appointment of a successor Agent. Upon receipt of any such resignation notice of an Agentresignation, the Required Lenders shall have appoint from among the right to appoint Lenders a successor Agentagent for the Lenders, which, so long as there is no Specified Default, which successor agent shall be reasonably satisfactory (unless an Event of Default under Section 8.1(a) or Section 8.1(f) with respect to the Lead Borrower shall have occurred and be continuing) be subject to approval by the Borrower (whose consent in any event which approval shall not be unreasonably withheld or delayed), whereupon such successor agent shall succeed to the rights, powers and duties of such retiring Agent, and the retiring Agent’s rights, powers and duties as Agent shall be terminated, without any other or further act or deed on the part of such retiring Agent or any of the parties to this Agreement or any holders of the Loans. If no successor Agent shall have been so appointed by the Required Lenders and/or none with such consent of the Borrower and shall have accepted such appointment within thirty (30) 30 days after the retiring Agent’s giving of notice of resignation, then the retiring Agent may, on behalf of the other Secured PartiesLenders and with the consent of the Borrower (such consent not to be unreasonably withheld or delayed), appoint a successor Agent which Agent, that shall be a commercial bank (or affiliate thereof) organized under the laws of the United States of America or of any State thereof and having that has an office in New York, New York with a combined capital and surplus of a at least $1,000,000,000, or capable of complying with all of the duties of such Agent hereunder (in the opinion of the retiring Agent and as certified to the other Secured Parties in writing by such successor Agent) which, so long as there is no Specified Default, shall be reasonably satisfactory to the Lead Borrower (whose consent shall not in any event be unreasonably withheld or delayed). Upon the acceptance of any appointment as Agent by a successor Agent, such successor Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring Agent and the retiring Agent shall be discharged from its duties and obligations under this Agreement500,000,000. After any retiring Agent’s resignation hereunder as such Agent, the provisions of this Article VIII Section 9 shall inure to its benefit as to any actions taken or omitted to be taken by it while it was such Agent under this AgreementAgreement and the other Loan Documents.

Successor Agents. Any (a) Each of the Administrative Agent and the Collateral Agent may resign at any time by giving thirty (30) Business Days’ written give notice thereof of its resignation to the other Secured Parties Lenders and the Lead Borrower. Upon receipt of any such resignation notice of an Agentresignation, the Required Lenders shall have the right, subject to the consent of the Borrower (not to be unreasonably withheld, delayed or conditioned) so long as no Specified Event of Default 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, or to the extent the Required Lenders have not designated a replacement agent within ten (10) Business Days of receipt of notice of such resignation, the Borrower shall have the right to appoint a successor Agentsuccessor, which, so long as there is no Specified Default, which shall be reasonably satisfactory to a bank with an office in the Lead Borrower (whose consent United States, or an Affiliate of any such bank with an office in any event shall not be unreasonably withheld or delayed)the United States. If no such successor Agent shall have been so appointed by the Required Lenders and/or none and shall have accepted such appointment within thirty (30) 30 days after the retiring Agent’s giving of Agent gives notice of resignationits resignation (the “Resignation Effective Date”), then the retiring Agent may, may on behalf of the other Secured PartiesLenders, appoint a successor Agent which shall be a commercial bank meeting the qualifications set forth above (or affiliate thereof) organized under the laws including receipt of the United States of America Borrower’s consent); provided that if the Administrative Agent or of any State thereof and having a combined capital and surplus of a least $1,000,000,000, or capable of complying with all of the duties of such Agent hereunder (in the opinion of the retiring Agent and as certified to the other Secured Parties in writing by such successor Agent) which, so long as there is no Specified Default, shall be reasonably satisfactory to the Lead Borrower (whose consent shall not in any event be unreasonably withheld or delayed). Upon the acceptance of any appointment as Agent by a successor Agent, such successor Collateral Agent shall thereupon succeed to and become vested with all notify the rights, powers, privileges and duties of the retiring Agent Borrower and the retiring Agent Lenders that no qualifying Person has accepted such appointment, then such resignation shall be discharged from its duties and obligations under this Agreementnonetheless become effective in accordance with such notice. After any retiring Agent’s resignation hereunder as such Agent, the provisions of this Article VIII shall inure to its benefit as to any actions taken or omitted to be taken by it while it was such Agent under this Agreement.154

Successor Agents. Any An Agent may resign at any time by giving thirty (30) Business Days’ at least 90 days' prior written notice (or such shorter period of notice as the Lenders may approve in writing) thereof to the other Secured Parties Lenders and the Lead Borrower. The Required Lenders may remove an Agent at any time with or without cause by giving at least 90 days' prior written notice (or such shorter period of notice as such Agent may approve in writing) to such Agent and the Borrower. Upon any such resignation of an Agentor removal, the Required Lenders shall have the right to appoint a successor Agent, which, so long as there is no Specified Default, shall be Agent reasonably satisfactory acceptable to the Lead Borrower (whose consent in any event shall not be unreasonably withheld or delayed)Borrower. If no successor Agent shall have been so appointed by the Required Lenders and/or none and shall have accepted such appointment within thirty (30) 30 days after the retiring Agent’s 's giving of notice of resignationits resignation or the removal of such Agent, then the retiring Agent may, on behalf of the other Secured PartiesLenders, appoint a successor Agent Agent, which shall be a Lender or a commercial bank (or affiliate thereof) organized under the laws of the United States of America or of any State thereof and having a combined capital and surplus of a at least $1,000,000,000, or capable of complying with all of the duties of such Agent hereunder (in the opinion of the retiring Agent 500,000,000 and as certified to the other Secured Parties in writing by such successor Agent) which, so long as there is no Specified Default, which shall be reasonably satisfactory acceptable to the Lead Borrower (whose consent shall not in any event be unreasonably withheld or delayed)Borrower. Upon the acceptance of any appointment as an Agent hereunder by a successor Agent, such successor Agent shall thereupon succeed to and become vested with 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 's resignation or removal hereunder as such Agent, the provisions of this Article VIII Section 7 shall inure to its benefit as to any actions taken or omitted to be taken by it while it was such acting as Agent under this Agreement and any other Loan Document. The Collateral and Managing Agent may also be removed by the Borrower, and its successor may be appointed by the Borrower, in accordance with Section 26 of the Warehousing and Discretionary Security Agreement, which Section 26 shall control in the event of any conflict between the provisions thereof and the provisions of this Section 7.13.

Successor Agents. Any The Collateral Agent may resign at any time by giving thirty (30) Business Daysupon 10 days’ written notice thereof to the other Secured Parties Company and the Lead Borrowerholders of the Notes effective upon appointment of a successor Agent. Upon receipt of any such resignation notice of an Agentresignation, the Required Lenders Company shall have the right to appoint a successor Agentagent for the holders of the Notes, whichwhich successor agent shall (i) if the resigning Collateral Agent is SNTC Holding, so long as there is no Specified DefaultInc., be subject to approval by SNTC Holding, Inc. (which approval shall not be reasonably satisfactory unreasonably withheld or delayed) and (ii) in all other cases, be subject to approval by the Lead Borrower Required Holders (whose consent in any event which approval shall not be unreasonably withheld or delayed), whereupon such successor agent shall succeed to the rights, powers and duties of such retiring Collateral Agent, and the retiring Collateral Agent’s rights, powers and duties as Collateral Agent shall be terminated, without any other or further act or deed on the part of such retiring Collateral Agent or any of the parties to this Agreement or any holders of the Notes. If no successor Collateral Agent shall have been so appointed by the Required Lenders and/or none and shall have accepted such appointment within thirty (30) 10 days after the retiring Collateral Agent’s giving of notice of resignation, then the retiring Collateral Agent may, on behalf of the other Secured Partiesholders of the Notes and with the consent of the Company (such consent not to be unreasonably withheld or delayed), appoint a successor Agent which Collateral Agent, that shall be a commercial bank (or affiliate thereof) organized under the laws of the United States of America or of any State thereof and having that has an office in New York, New York with a combined capital and surplus of a at least $1,000,000,000, or capable of complying with all of the duties of such Agent hereunder (in the opinion of the retiring Agent and as certified to the other Secured Parties in writing by such successor Agent) which, so long as there is no Specified Default, shall be reasonably satisfactory to the Lead Borrower (whose consent shall not in any event be unreasonably withheld or delayed). Upon the acceptance of any appointment as Agent by a successor Agent, such successor Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring Agent and the retiring Agent shall be discharged from its duties and obligations under this Agreement500,000,000. After any retiring Collateral Agent’s resignation hereunder as such Collateral Agent, the provisions of this Article VIII Section 23 shall inure to its benefit as to any actions taken or omitted to be taken by it while it was such Collateral Agent under this AgreementAgreement and the other Note Documents.

Successor Agents. Any The Agent may resign at any time by giving thirty (30) Business Days’ written notice thereof to the other Secured Parties Lenders and the Lead Borrower; provided, however, that such resignation shall not become effective unless and until there shall be a successor Agent that meets the qualification of an Eligible Lender and is approved in writing by the Government Guarantor. Upon the receipt of any such resignation notice of an Agentresignation, the Required Requisite Lenders shall have the right to appoint designate a successor Agent, which, so long as there is no Specified Default, shall be reasonably satisfactory to the Lead Borrower (whose consent in any event shall not be unreasonably withheld or delayed). If no successor Agent shall have been so appointed designated by the Required Lenders and/or none Requisite Lenders, and shall have accepted such appointment designation as successor Agent, within thirty (30) 30 days after the retiring Agent’s 's giving of notice of resignation, then the retiring Agent may, on behalf of the other Secured PartiesLenders, appoint designate a successor Agent, selected from among the Lenders. In either case, such designation as successor Agent which shall be a commercial bank (or affiliate thereof) organized under subject to the laws prior written approval of the United States of America or of any State thereof and having a combined capital and surplus of a least $1,000,000,000, or capable of complying with all of the duties of such Agent hereunder (in the opinion of the retiring Agent and as certified to the other Secured Parties in writing by such successor Agent) which, so long as there is no Specified Default, shall be reasonably satisfactory to the Lead Borrower (whose consent shall which approval may not in any event be unreasonably withheld or delayedand shall not be required upon the occurrence and during the continuance of an Event of Default). Upon the acceptance of any appointment designation as Agent by a successor Agent, such successor Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring Agent Agent, and the retiring Agent shall be discharged from its duties and obligations to the Lenders under this AgreementAgreement and the other Loan Documents, the Intercreditor Agreement and the U.S. Government Guarantee. After any retiring Agent’s 's resignation hereunder as such Agent, the provisions retiring Agent shall continue to have the benefit of this Article VIII shall inure to its benefit IX as to any actions taken or omitted to be taken by it while it was such Agent under this AgreementAgreement and the other Loan Documents and the U.S. Government Guarantee.

Successor Agents. Any Agent may resign at any time by ---------------- giving thirty (30) Business Days’ written notice thereof to the other Secured Parties Lenders and the Lead BorrowerCompany. Upon any such resignation of an Agentresignation, the Required Lenders shall have the right to appoint a successor Agent, which, so long as there is no Specified Default, shall be reasonably satisfactory acceptable to the Lead Borrower (whose Company, with such rights and obligations hereunder as those previously held by the retiring Agent, provided, the successor Agent may be appointed by the -------- Required Lenders without any consultation with or consent in of the Company or any event shall not be unreasonably withheld other Loan Party if an Event of Default or delayed)Default has occurred and is continuing. If no successor Agent shall have been so appointed by the Required Lenders and/or none Lenders, been accepted by the Company, and shall have accepted such appointment appointment, within thirty (30) 30 days after the retiring Agent’s 's giving of notice of resignation, then the retiring Agent may, on behalf of the other Secured PartiesLenders, appoint a successor Agent Agent, which shall be a Lender or a commercial bank (or affiliate thereof) other financial institution organized under the laws of the United States of America or of any State thereof and having a combined capital and surplus of a at least $1,000,000,000, or capable of complying with all of the duties of such Agent hereunder (in the opinion of the retiring Agent and as certified to the other Secured Parties in writing by such successor Agent) which, so long as there is no Specified Default, shall be reasonably satisfactory to the Lead Borrower (whose consent shall not in any event be unreasonably withheld or delayed)500,000,000. Upon the acceptance of any appointment as Agent hereunder by a successor Agent, such successor Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring Agent Agent, and the retiring Agent shall be discharged from its duties and obligations under this AgreementAgreement and the other Loan Documents. After any retiring Agent’s 's resignation hereunder as such an Agent, the provisions of this Article VIII IX shall inure to its benefit as to any actions taken or omitted to be taken by it while it was such an Agent under this AgreementAgreement and the other Loan Documents.

Successor Agents. Any Subject to the appointment and acceptance of a successor Agent (which shall be any Lender or a commercial lender organized under the laws of the United States of America or any political subdivision thereof which has a combined capital and reserves in excess of $250,000,000) as provided below, any Agent may resign at any time by giving thirty (30) Business Days’ written notice thereof to the other Secured Parties Lenders and the Lead BorrowerBorrowers and may be removed at any time for cause by the Majority Lenders. Upon any such resignation of an Agentor removal, the Required Majority Lenders shall have the right to appoint appoint, subject to such Lender's consent in its sole discretion, a successor Agent, which, so long as there is no Specified Default, shall be reasonably satisfactory to Agent from among the Lead Borrower (whose consent in any event shall not be unreasonably withheld Lenders or delayed)the Lender Affiliates. If no successor Agent shall have been so appointed by the Required Lenders and/or none Majority Lenders, and shall have accepted such appointment within thirty (30) days after the retiring Agent’s 's giving of notice of resignationresignation or the Majority Lenders' removal of the retiring Agent, then the retiring Agent may, on behalf of the other Secured PartiesLenders, appoint a successor Agent which shall be any Lender or a Lender Affiliates or a commercial bank (or affiliate thereof) organized under the laws of the United States of America or of any State political subdivision thereof and having a which has combined capital and surplus reserves in excess of a least $1,000,000,000, or capable of complying with all of the duties of such Agent hereunder (in the opinion of the retiring Agent and as certified to the other Secured Parties in writing by such successor Agent) which, so long as there is no Specified Default, shall be reasonably satisfactory to the Lead Borrower (whose consent shall not in any event be unreasonably withheld or delayed)250,000,000. Upon the acceptance of any appointment as Agent hereunder by a successor Agent, such successor Agent shall thereupon succeed to and become vested with all the rights, powers, privileges privileges, duties, and duties obligations of the retiring Agent Agent, and the retiring Agent shall be discharged from its duties and obligations under this Agreementhereunder. After any retiring Agent’s 's resignation or removal hereunder as such Agent, the provisions of this Article VIII Section 10.14 shall inure to continue in effect for its benefit as to in respect of any actions taken or omitted to be taken by it while it was such Agent under this Agreementacting as an Agent.

Successor Agents. Any Either Agent may resign at any time by giving thirty (30) Business Daysas Agent upon 20 days’ written notice thereof to the Lenders, such other Secured Parties Agent and Borrowers. If either Agent shall resign as such Agent in its applicable capacity under this Agreement and the Lead Borrower. Upon any such resignation of an Agentother Credit Documents, the then Required Lenders shall have the right to appoint a successor Agentagent, whichwhich successor agent shall, so long as there is no Specified Defaultunless an Event of Default shall have occurred and be continuing, shall be reasonably satisfactory subject to the Lead Borrower approval by Parent (whose consent in any event which approval shall not be unreasonably withheld withheld, delayed or delayedconditioned), whereupon such successor agent shall succeed to the rights, powers and duties of such Agent in its applicable capacity, and the term “Administrative Agent” or “Collateral Agent”, as the case may be, shall mean such successor agent effective upon such appointment and approval, and the former Agent’s rights, powers and duties as Agent in its applicable capacity shall be terminated, without any other or further act or deed on the part of such former Agent or any of the parties to this Agreement or any holders of the Loans. If no applicable successor agent has accepted appointment as such Agent shall have been so appointed in its applicable capacity by the Required Lenders and/or none shall have accepted date that is 20 days following such appointment within thirty (30) days after the retiring Agent’s giving of notice of resignation, such retiring Agent’s resignation shall nevertheless thereupon become effective and the retiring Agent may, on behalf of the other Secured Parties, appoint a successor Agent which Lenders shall be a commercial bank (or affiliate thereof) organized under the laws of the United States of America or of any State thereof assume and having a combined capital and surplus of a least $1,000,000,000, or capable of complying with perform all of the duties of such Agent hereunder (in the opinion of the retiring Agent and until such time, if any, as certified to the other Secured Parties in writing by such successor Agent) which, so long as there is no Specified Default, shall be reasonably satisfactory to the Lead Borrower (whose consent shall not in any event be unreasonably withheld or delayed). Upon the acceptance of any appointment as Agent by Required Xxxxxxx appoint a successor Agent, such successor Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring Agent and the retiring Agent shall be discharged from its duties and obligations under this Agreementagent as provided for above. After any retiring Agent’s resignation hereunder as such Administrative Agent or Collateral Agent, as applicable, the provisions of this Article VIII XI shall inure to its benefit as to any actions taken or omitted to be taken by it while it was such an Agent under this AgreementAgreement and the other Credit Documents.

Successor Agents. Any The Agent may resign at any time by ---------------- giving thirty (30) Business Days’ written notice thereof to the other Secured Parties Lenders and the Lead BorrowerBorrower and may be removed at any time with or without cause by the Required Lenders. Upon any such resignation of an Agentor removal, the Required Lenders shall have the right to appoint a successor Agent, which, so long as there is no Specified Default, shall be reasonably satisfactory to the Lead Borrower (whose consent in any event shall not be unreasonably withheld or delayed). If no successor Agent shall have been so appointed by the Required Lenders and/or none Lenders, and shall have accepted such appointment appointment, within thirty (30) 30 days after the retiring Agent’s 's giving of notice of resignationresignation or the Required Lenders' removal of the retiring Agent, then the retiring Agent may, on behalf of the other Secured PartiesLenders, appoint a successor Agent Agent, which shall be a commercial bank (or affiliate thereof) organized under the laws of the United States of America or of any State thereof and having a combined capital and surplus of a at least $1,000,000,000, or capable of complying with all of the duties of such Agent hereunder (in the opinion of the retiring Agent and as certified to the other Secured Parties in writing by such successor Agent) which, so long as there is no Specified Default, shall be reasonably satisfactory to the Lead Borrower (whose consent shall not in any event be unreasonably withheld or delayed)250,000,000. Upon the acceptance of any appointment as Agent hereunder by a successor AgentAgent 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 Required Lenders may request, in order to continue the perfection of the Liens granted or purported to be granted by the Security Agreement, such successor Agent shall thereupon succeed to and become vested with all the rights, powers, discretion, privileges and duties of the retiring Agent Agent, and the retiring Agent shall be discharged from its duties and obligations under this Agreementthe Transaction Documents. After any retiring Agent’s 's resignation or removal hereunder as such Agent, the provisions of this Article VIII VII shall inure to its benefit as to any actions taken or omitted to be taken by it while it was such Agent under this Agreement.

Successor Agents. Any The Agent may resign at any time by giving thirty (30) Business Days’ written notice thereof to the other Secured Parties Investors and the Lead BorrowerGrantors. Upon any such resignation of an Agentresignation, the Required Lenders Majority Investors shall have the right to appoint a successor Agent, which, so long as there is no Specified Default, shall be reasonably satisfactory to the Lead Borrower (whose consent in any event shall not be unreasonably withheld or delayed). If no successor Agent shall have been so appointed by the Required Lenders and/or none Majority Investors, and shall have accepted such appointment appointment, within thirty (30) 30 days after the retiring Agent’s giving of notice of resignation, then the retiring Agent may, on behalf of the other Secured PartiesInvestors, appoint a successor Agent Agent, which shall be a commercial bank (or affiliate thereof) organized under the laws of the United States of America or of any State thereof and having a combined capital and surplus of a at least $1,000,000,000, or capable of complying with all of the duties of such Agent hereunder (in the opinion of the retiring Agent and as certified to the other Secured Parties in writing by such successor Agent) which, so long as there is no Specified Default, shall be reasonably satisfactory to the Lead Borrower (whose consent shall not in any event be unreasonably withheld or delayed)250,000,000. Upon the acceptance of any appointment as the Agent hereunder by a successor AgentAgent 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 Investors may request, in order to continue the perfection of the Liens granted or purported to be granted by this Agreement and the other Operative Documents, such successor Agent shall thereupon succeed to and become vested with all the rights, powers, discretion, privileges and duties of the retiring Agent Agent, and the retiring Agent shall be discharged from its duties and obligations under the Operative Documents. If within 45 days after written notice is given of the retiring Agent’s resignation under this AgreementSection 5(e) no successor Agent shall have been appointed and shall have accepted such appointment, then on such 45th day (a) the retiring Agent’s resignation shall become effective, (b) the retiring Agent shall thereupon be discharged from its duties and obligations under the Operative Documents and (c) the Majority Investors shall thereafter perform all duties of the retiring Agent under the Operative Documents until such time, if any, as the Majority Investors appoint a successor Agent as provided above. After any retiring Agent’s resignation hereunder as such Agentthe Agent shall have become effective, the provisions of this Article VIII Section 5(e) shall inure to its benefit as to any actions taken or omitted to be taken by it while it was such the Agent under this Agreement.

Successor Agents. Any Agent may resign at any time by giving thirty (30) Business Days’ 30 days' written notice thereof to the other Secured Parties Lenders and the Lead BorrowerBorrowers and may be removed as such Agent at any time with or without cause by the Required Lenders. Upon any such resignation of an Agentor removal, the Required Lenders shall have the right to appoint a successor Agent, whichsubject, so long as there is no Specified DefaultDefault under Section 6.01(a), (c) (with respect to Section 5.04) or (f) shall have occurred and be reasonably satisfactory continuing, to the Lead Borrower consent by Global of such appointment (whose which consent in any event shall not be unreasonably withheld or delayed). If no successor Agent shall have been so appointed by the Required Lenders and/or none and, if applicable, consented to by Global, and shall have accepted such appointment appointment, within thirty (30) 30 days after the retiring Agent’s 's giving of notice of resignationresignation or the Required Lenders' removal of the retiring Agent, then the retiring Agent may, on behalf of the other Secured PartiesLenders, appoint a successor Agent Agent, subject, so long as no Default shall have occurred and be continuing, to consent by Global of such appointment (which consent shall not be unreasonably withheld or delayed) which shall be a commercial bank (or affiliate thereof) organized under the laws of the United States of America or of any State thereof and having a combined capital and surplus of a at least $1,000,000,000, or capable of complying with all of the duties of such Agent hereunder (in the opinion of the retiring Agent and as certified to the other Secured Parties in writing by such successor Agent) which, so long as there is no Specified Default, shall be reasonably satisfactory to the Lead Borrower (whose consent shall not in any event be unreasonably withheld or delayed)250,000,000. Upon the acceptance of any appointment as Agent hereunder by a successor Agent, such successor Agent shall thereupon succeed to and become vested with all the rights, powers, discretion, privileges and duties of the retiring Agent and the retiring Agent shall be discharged from its duties and obligations under this Agreementthe Loan Documents. After any retiring Agent’s 's resignation or removal hereunder as such Agent, the provisions of this Article VIII shall inure to its benefit as to any actions taken or omitted to be taken by it while it was such Agent Agent, under this Agreement.

Successor Agents. Any Agent may resign at any time by giving thirty (30) Business Days’ 30 days' written notice thereof to the other Secured Parties Lenders and the Lead Borrower. Any Agent may be removed by the Required Lenders at any time by giving 10 days' prior written notice thereof to such Agent, the other Lenders and the Borrower. Upon any such resignation of an Agentor removal, the Required Lenders Borrower shall have the right to appoint a successor Agent; provided, whichthat the Required Lenders or the remaining Agents shall have the right, so long as there is no Specified Defaultacting reasonably, shall be reasonably satisfactory to the Lead Borrower (whose consent in any event shall not be unreasonably withheld or delayed)disapprove such successor Agent. If no successor Agent shall have been so appointed by the Required Lenders and/or none and consented to, and shall have accepted such appointment appointment, within thirty (30) 30 days after the retiring Agent’s giving of such notice of resignationresignation or removal, the retiring Agent may, on behalf then any of the other Secured Parties, appoint a remaining Agents shall succeed to the obligations of such Agent hereunder. Each successor Agent which shall be a commercial bank (or affiliate thereof) trust company organized or licensed under the laws of the United States of America or of any State thereof and having a combined capital and surplus of a at least $1,000,000,000, or capable of complying with all of the duties of such Agent hereunder (in the opinion of the retiring Agent and as certified to the other Secured Parties in writing by such successor Agent) which, so long as there is no Specified Default, shall be reasonably satisfactory to the Lead Borrower (whose consent shall not in any event be unreasonably withheld or delayed). Upon the acceptance by a successor Agent of any its appointment as Agent by a successor Agenthereunder, such successor Agent shall thereupon succeed to and become vested with all the properties, rights, powers, privileges and duties of the former Agent, without further act, deed or conveyance. Upon the effective date of resignation or removal of a retiring Agent and the retiring Agent, such Agent shall be discharged from its duties and obligations under this Agreement. After any retiring Agent’s resignation hereunder as such AgentAgreement and the other Loan Documents, but the provisions of this Article VIII Agreement shall inure to its benefit as to any actions taken or omitted to be taken by it while it was such Agent under this Agreement. If and so long as no successor Agent shall have been appointed, then any notice or other communication required or permitted to be given by the retiring Agent shall be sufficiently given if given by the Required Lenders, all notices or other communications required or permitted to be given to the Agent shall be given to each Lender, and all payments to be made to the retiring Agent shall be made directly to the Borrower or Lender for whose account such payment is made. Section 8.11.

Successor Agents. Any Agent may resign at any time by giving thirty (30) Business Days’ written notice thereof to the other Secured Parties and the Lead Borrower. Upon any such resignation of an Agent, the Required Lenders shall have the right to appoint a successor Agent, which, so long as there is no Specified Default, shall be reasonably satisfactory to the Lead Borrower (whose consent in any event shall not be unreasonably withheld or delayed). If no successor Agent shall have been so appointed by the Required Lenders and/or none shall have accepted such appointment within thirty (30) days after the retiring Agent’s giving of notice of resignation, the retiring Agent may, on behalf of the other Secured Parties, appoint a successor Agent which shall be a commercial bank (or affiliate thereof) organized under the laws of the United States of America or of any State thereof and having a combined capital and surplus of a least $1,000,000,000, or capable of complying with all of the duties of such Agent hereunder (in the opinion of the retiring Agent and as certified to the other Secured Parties in writing by such successor Agent) which, so long as there is no Specified Default, shall be reasonably satisfactory to the Lead Borrower (whose consent shall not in any event be unreasonably withheld or delayed). Upon the acceptance of any appointment as Agent by a successor Agent, such successor Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring Agent and the retiring Agent shall be discharged from its duties and obligations under this Agreement. After any retiring Agent’s resignation hereunder as such Agent, the provisions of this Article VIII shall inure to its benefit as to any actions taken or 150 DB1/ 98023701.7 omitted to be taken by it (i) while it was such Agent under this AgreementAgreement and (ii) after such resignation for so long as it continues to act in any capacity hereunder or under the other Loan Documents, including (a) acting as collateral agent or otherwise holding any collateral security on behalf of any of the Lenders and (b) in respect of any actions taken in connection with transferring the agency to any successor Agent.

Successor Agents. Any Agent may resign at any time by giving thirty (30) Business Daysupon 30 days’ written notice thereof to the other Secured Parties Lenders, the Borrower and the Lead Borrowerother Agent effective upon appointment of a successor Agent. Upon receipt of any such resignation notice of an Agentresignation, the Required Lenders shall have appoint from among the right to appoint Lenders a successor Agentagent for the Lenders, which, so long as there is no Specified Default, which successor agent shall be reasonably satisfactory (unless an Event of Default under Section 7(a) or Section 7(f) with respect to the Lead Borrower shall have occurred and be continuing) be subject to approval by the Borrower (whose consent in any event which approval shall not be unreasonably withheld or delayed), whereupon such successor agent shall succeed to the rights, powers and duties of such retiring Agent, and the retiring Agent’s rights, powers and duties as Agent shall be terminated, without any other or further act or deed on the part of such retiring Agent or any of the parties to this Agreement or any holders of the Loans. If no successor Agent shall have been so appointed by the Required Lenders and/or none with such consent of the Borrower and shall have accepted such appointment within thirty (30) 30 days after the retiring Agent’s giving of notice of resignation, then the retiring Agent may, on behalf of the other Secured PartiesLenders and with the consent of the Borrower (such consent not to be unreasonably withheld or delayed), appoint a successor Agent which Agent, that shall be a commercial bank (or affiliate thereof) organized under the laws of the United States of America or of any State thereof and having that has an office in New York, New York with a combined capital and surplus of a at least $1,000,000,000, or capable of complying with all of the duties of such Agent hereunder (in the opinion of the retiring Agent and as certified to the other Secured Parties in writing by such successor Agent) which, so long as there is no Specified Default, shall be reasonably satisfactory to the Lead Borrower (whose consent shall not in any event be unreasonably withheld or delayed). Upon the acceptance of any appointment as Agent by a successor Agent, such successor Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring Agent and the retiring Agent shall be discharged from its duties and obligations under this Agreement500,000,000. After any retiring Agent’s resignation hereunder as such Agent, the provisions of this Article VIII Section 8 shall inure to its benefit as to any actions taken or omitted to be taken by it while it was such Agent under this AgreementAgreement and the other Second Lien Loan Documents.

Successor Agents. Any (a) Each of the Administrative Agent and the Collateral Agent may resign at any time by giving thirty (30) Business Daysgive 30 days’ prior written notice thereof of its resignation to the other Secured Parties Lenders, the Letter of Credit Issuer and the Lead Borrower. Upon receipt of any such resignation notice of an Agentresignation, the Required Lenders shall have the right to appoint a successor Agentright, which, so long as there is no Specified Default, shall be reasonably satisfactory subject to the Lead consent of the Borrower (whose consent in any event shall not to be unreasonably withheld or delayed) so long as no Event of Default under Section 11.1 or 11.5 (with respect to the Borrower) 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 (in each case, other than any Disqualified Lender) and in each case such successor shall be a person eligible to assume primary responsibility for U.S. federal tax withholding with respect to payments received on behalf of the Lenders pursuant to Treasury Regulations Section 1.1441-1(b)(2)(ii) or (iv) or as a result of being a “qualified intermediary,” and such successor shall provide documentation demonstrating such status in accordance with Section 5.4(e)(iv). If no such successor Agent shall have been so appointed by the Required Lenders and/or none and shall have accepted such appointment within thirty (30) 30 days after the retiring Agent’s giving of Agent gives notice of resignationits resignation (the “Resignation Effective Date”), then the retiring Agent may, may on behalf of the other Secured PartiesLenders, appoint a successor Agent which shall be a commercial bank meeting the qualifications set forth above (or affiliate thereof) organized under the laws including receipt of the United States of America Borrower’s consent); provided that if the Administrative Agent or of any State thereof and having a combined capital and surplus of a least $1,000,000,000, or capable of complying with all of the duties of such Agent hereunder (in the opinion of the retiring Agent and as certified to the other Secured Parties in writing by such successor Agent) which, so long as there is no Specified Default, shall be reasonably satisfactory to the Lead Borrower (whose consent shall not in any event be unreasonably withheld or delayed). Upon the acceptance of any appointment as Agent by a successor Agent, such successor Collateral Agent shall thereupon succeed to and become vested with all notify the rights, powers, privileges and duties of the retiring Agent Borrower and the retiring Lenders that no qualifying Person has accepted such appointment, then such resignation shall nonetheless become effective in accordance with such notice. It is understood and agreed that in no event shall a Disqualified Lxxxxx be the successor Administrative Agent shall be discharged from its duties and obligations under this Agreementor the successor Collateral Agent. After any retiring Agent’s resignation hereunder as such Agent, the provisions of this Article VIII shall inure to its benefit as to any actions taken or omitted to be taken by it while it was such Agent under this Agreement.217

Successor Agents. Any Subject to the appointment and acceptance of a successor, the Agent and the Issuing Bank (except, in the case of the Issuing Bank, in respect of Letters of Credit issued by it) may resign at any time by giving thirty (30) Business Days’ written notice thereof to notifying the other Secured Parties Lenders and the Lead Borrower. Upon any such resignation of an Agentresignation, the Required Lenders shall have the right to appoint a successor Agentsuccessor, which, so long as there is no Specified Default, shall be reasonably satisfactory subject to approval by the Lead Borrower (whose consent in any event which shall not be unreasonably withheld or delayedwithheld). If no successor Agent shall have been so appointed by the Required Lenders and/or none and shall have accepted such appointment within thirty (30) 30 days after the retiring Agent’s giving of Agent or Issuing Bank, as the case may be, gives notice of its resignation, then the retiring Agent mayor Issuing Bank, as the case may be, on behalf of the other Secured PartiesLenders, shall appoint a successor Agent or Issuing Bank, as applicable, which shall be a commercial bank (organized or affiliate thereof) organized licensed under the laws of the United States of America or of any State thereof and having a combined capital and surplus of a at least $1,000,000,000, 500,000,000 or capable an Affiliate of complying with all of the duties of any such Agent hereunder (in the opinion of the retiring Agent and as certified to the other Secured Parties in writing by such successor Agent) which, so long as there is no Specified Default, shall be reasonably satisfactory to the Lead Borrower (whose consent shall not in any event be unreasonably withheld or delayed)bank. Upon the acceptance of any appointment as an Agent or Issuing Bank, as the case may be, hereunder by a successor Agentbank, such successor Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring Agent or Issuing Bank and the retiring Agent or Issuing Bank shall be discharged from its duties and obligations under this Agreementhereunder. After any retiring Agent’s the resignation hereunder of the Agent or the Issuing Bank, as such Agentthe case may be, hereunder, the provisions of this Article VIII and Section 9.05 shall inure to continue in effect for its benefit as to in respect of any actions taken or omitted to be taken by it while it was such acting as the Agent under this Agreementor Issuing Bank.

Successor Agents. (a) Any Agent may resign as to any or all of the Facilities at any time by giving thirty (30) Business Days’ written notice thereof to the other Secured Lender Parties and the Lead BorrowerBorrowers and may be removed as to all of the Facilities at any time with or without cause by the Required Lenders; provided, however, that any removal of the Administrative Agent will not be effective until it has also been replaced as Collateral Agent, Swing Line Bank and Issuing Bank and released from all of its obligations in respect thereof. Upon any such resignation of an Agentor removal, the Required Lenders shall have the right to appoint a successor AgentAgent as to such of the Facilities as to which such Agent has resigned or been removed, whichwhich appointment shall, so long as there provided that no Default has occurred and is no Specified Defaultcontinuing, shall be reasonably satisfactory subject to the Lead Borrower (whose consent in any event shall of the Borrower, such consent not to be unreasonably withheld or delayed). If no successor Agent shall have been so appointed by the Required Lenders and/or none Lenders, and shall have accepted such appointment appointment, within thirty (30) 30 days after the retiring Agent’s giving of notice of resignationresignation or the Required Lenders’ removal of the retiring Agent, then the retiring Agent may, on behalf of the other Secured Lender Parties, appoint a successor Agent Agent, which shall be a commercial bank (or affiliate thereof) organized under the laws of the United States of America or of any State thereof and having a combined capital and surplus of a at least $1,000,000,000250,000,000, or capable of complying with all which appointment shall, provided that no Default has occurred and is continuing, be subject to the consent of the duties of Borrower, such Agent hereunder (in the opinion of the retiring Agent and as certified consent not to the other Secured Parties in writing by such successor Agent) which, so long as there is no Specified Default, shall be reasonably satisfactory to the Lead Borrower (whose consent shall not in any event be unreasonably withheld or delayed). Upon the acceptance of any appointment as Agent by a successor Agent, such successor Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring Agent and the retiring Agent shall be discharged from its duties and obligations under this Agreement. After any retiring Agent’s resignation hereunder as such Agent, the provisions of this Article VIII shall inure to its benefit as to any actions taken or omitted to be taken by it while it was such Agent under this Agreement.or

Successor Agents. Any Agent may resign at any time by giving thirty as such under the Credit Documents upon ninety (3090) Business Days’ days' ---------------- prior written notice thereof to the other Secured Parties Lenders and the Company and the Lead Borrower. Upon any such resignation of an Agent, Administrative Agent shall resign in the Required Lenders shall have the right to appoint a successor Agent, which, so long as there is no Specified Default, event its Maximum Commitment shall be reasonably satisfactory less than $25,000,000.00. In addition, in the event any Agent fails to perform its obligations under the Lead Borrower (whose consent Credit Documents in any event shall not be unreasonably withheld or delayed). If no successor Agent shall have been so appointed by the Required Lenders and/or none shall have accepted such appointment material manner and fails to correct its performance within thirty (30) days after the retiring Agent’s giving of written notice of resignationsuch failure of performance given by not less than the Majority Lenders, then such Agent may be removed upon thirty (30) days notice given by not less than the Majority Lenders. If an Agent shall resign or be so removed, then, on or before the effective date of such resignation or removal, the retiring Majority Lenders shall appoint a successor agent reasonably acceptable to the Company or, if the Majority Lenders are unable to agree on the appointment of a successor agent, such Agent mayshall appoint a successor agent for the Lenders, which successor agent shall be reasonably acceptable to the Company, whereupon such successor agent shall succeed to the rights, powers and duties of such Agent, and the term "Documentation Agent," "Syndication Agent," "Lead Administrative Agent," "Co-Administrative Agent," "Arranger", "Co-Arranger" or "Co-Agents," as applicable, shall mean such successor agent effective upon its appointment, and the former Agent's rights, powers and duties shall be terminated without any other or further act or deed on behalf the part of such former Agent or any of the parties to this Agreement or any of the other Secured Parties, appoint a successor Agent which shall be a commercial bank (Credit Documents or affiliate thereof) organized under the laws of the United States of America or of any State thereof and having a combined capital and surplus of a least $1,000,000,000, or capable of complying with all of the duties of such Agent hereunder (in the opinion of the retiring Agent and as certified to the other Secured Parties in writing by such successor Agent) which, so long as there is no Specified Default, shall be reasonably satisfactory to the Lead Borrower (whose consent shall not in any event be unreasonably withheld or delayed). Upon the acceptance of any appointment as Agent by a successor Agent, such successor Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring Agent and the retiring Agent shall be discharged from its duties and obligations under this Agreementsuccessors thereto. After any retiring Agent’s 's resignation hereunder as such Agentor removal hereunder, the provisions of this Article VIII Paragraph 12 shall inure to its benefit as to any actions taken or omitted to be taken by it while it was such Agent under this Agreementthe Credit Documents.

Successor Agents. Any (a) Subject to the terms of this Section 12.05, each Agent may resign at any time by giving may, upon thirty (30) Business Daysdays’ written notice thereof to the other Secured Parties Lenders and the Lead Borrower. Upon any such resignation of an , resign as Administrative Agent or Collateral Agent, as applicable. If an Agent shall resign, then the Required Lenders shall have the right to appoint a successor Agentagent. If for any reason a successor agent is not so appointed and does not accept such appointment within thirty (30) days of notice of resignation, which, so long as there is no Specified Default, such Agent may appoint a successor agent. The appointment of any successor Agent shall be reasonably satisfactory subject to the Lead prior USActive 54953942.17 -133- written consent of the Borrower (whose which consent in any event shall not be unreasonably withheld or delayed); provided that the consent of the Borrower to any such appointment shall not be required if (i) a Default or Event of Default shall have occurred and is continuing (other than with respect to an Ares Competitor) or (ii) if such successor agent is a Lender or an Affiliate of such Agent or any Lender. If no successor Any resignation of an Agent shall have been so appointed by be effective upon the Required Lenders and/or none shall have accepted such appointment within thirty (30) days after of a successor agent pursuant to this Section 12.05. After the effectiveness of any retiring Agent’s giving of notice of resignation, the retiring Agent may, on behalf of the other Secured Parties, appoint a successor Agent which shall be a commercial bank (or affiliate thereof) organized under the laws of the United States of America or of any State thereof and having a combined capital and surplus of a least $1,000,000,000, or capable of complying with all of the duties of such Agent resignation hereunder (in the opinion of the retiring Agent and as certified to the other Secured Parties in writing by such successor Agent) which, so long as there is no Specified Default, shall be reasonably satisfactory to the Lead Borrower (whose consent shall not in any event be unreasonably withheld or delayed). Upon the acceptance of any appointment as Agent by a successor Agent, such successor Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring Agent and the retiring Agent shall be discharged from its duties and obligations hereunder and under this Agreement. After any retiring Agent’s resignation hereunder as such Agent, the other Facility Documents and the provisions of this Article VIII XII shall inure to continue in effect for its benefit as with respect to any actions taken or omitted to be taken by it while it was such Agent under this AgreementAgreement and under the other Facility Documents. If no successor Collateral Agent shall have been appointed and an instrument of acceptance by a successor Collateral Agent shall not have been delivered to the Collateral Agent within sixty days after giving of notice of resignation by the Collateral Agent, the resigning Collateral Agent may petition any court of competent jurisdiction for the appointment of a successor Collateral Agent.

Successor Agents. Any (a) Each Agent may resign at any time by giving thirty (30) Business Days’ written notice thereof to the other Secured Parties Lenders and Borrower and may be removed at any time with or without cause by the Lead BorrowerRequired Lenders; provided, however, no Agent may resign or be removed until a successor Administrative Agent, Documentation Agent or Managing Agent, as the case may be, has been appointed and shall have accepted such appointment. Upon any such resignation of an Agentor removal, the Required Lenders shall have the right to appoint a successor Administrative Agent, whichDocumentation Agent or Managing Agent, as the case may be, with the consent of the Borrower so long as there no Default or Event of Default has occurred and is no Specified Defaultcontinuing, shall be reasonably satisfactory to the Lead Borrower (whose which consent in any event shall not be unreasonably withheld or delayed). If no successor Agent Administrative Agent, Documentation Agent, or Managing Agent, as the case may be, shall have been so appointed by the Required Lenders and/or none with the consent of the Borrower, and shall have accepted such appointment appointment, within thirty (30) 30 days after the retiring Agent’s 's giving of notice of resignationresignation or the Required Lenders' removal of the retiring Agent, then the retiring Agent may, on behalf of the other Secured PartiesLenders, appoint a successor Agent Administrative Agent, Documentation Agent, or Managing Agent, as the case may be, which shall be a bank which maintains an office in the United States, or a commercial bank (or affiliate thereof) organized under the laws of the United States of America or of any State thereof and thereof, or any Affiliate of such bank, having a combined capital and surplus of a at least $1,000,000,000, or capable of complying with all of the duties of such Agent hereunder (in the opinion of the retiring Agent and as certified to the other Secured Parties in writing by such successor Agent) which, so long as there is no Specified Default, shall be reasonably satisfactory to the Lead Borrower (whose consent shall not in any event be unreasonably withheld or delayed). Upon the acceptance of any appointment as Agent by a successor Agent, such successor Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring Agent and the retiring Agent shall be discharged from its duties and obligations under this Agreement. After any retiring Agent’s resignation hereunder as such Agent, the provisions of this Article VIII shall inure to its benefit as to any actions taken or omitted to be taken by it while it was such Agent under this Agreement100,000,000.

Successor Agents. Any Each Agent may resign at any time by giving thirty (30) Business Days’ written notice thereof to the other Secured Parties Lenders and the Lead BorrowerBorrower and may be removed at any time with or without cause by the Majority Lenders, with any such resignation or removal to become effective only upon the appointment of a successor Agent in such capacity, pursuant to this Section 9.06. Upon any such resignation of an Agentor removal, the Required Majority Lenders shall have the right to appoint a successor Agent, which, so long as there is no Specified Default, Agent in such capacity which shall be a Lender or another commercial bank or trust company reasonably satisfactory acceptable to the Lead Borrower (whose consent in organized under the laws of the United States, or of any event shall not be unreasonably withheld or delayed)State thereof. If no successor Agent shall have been so appointed by the Required Lenders and/or none Majority Lenders, and shall have accepted such appointment appointment, within thirty (30) 30 days after the retiring Agent’s 's giving of notice of resignationresignation or the Majority Lenders' removal of the retiring Agent, then the retiring Agent may, on behalf of the other Secured PartiesLenders, appoint a successor Agent in such capacity, which shall be a Lender or shall be another commercial bank (or affiliate thereof) trust company organized under the laws of the United States of America or of any State thereof and having a combined capital and surplus of a least $1,000,000,000, or capable of complying with all of the duties of such Agent hereunder (in the opinion of the retiring Agent and as certified reasonably acceptable to the other Secured Parties in writing by such successor Agent) which, so long as there is no Specified Default, shall be reasonably satisfactory to the Lead Borrower (whose consent shall not in any event be unreasonably withheld or delayed)Borrower. Upon the acceptance of any appointment as an Agent hereunder by a successor AgentAgent and the execution and delivery by the Borrower and the successor Agent of an agreement relating to the fees to be paid to the successor Agent under Section 2.02(b) hereof in connection with its acting as an Agent hereunder, 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 's resignation or removal hereunder as such an Agent, the provisions of this Article VIII IX shall inure to its benefit as to any actions taken or omitted to be taken by it while it was an Agent in such Agent capacity under this Agreement.

Successor Agents. Any Agent may resign at any time by giving thirty (30) Business Days’ written notice thereof to Lenders and Borrower and may be removed at any time with or without cause by the other Secured Parties and the Lead BorrowerRequired Lenders. Upon any such resignation of an Agentor removal, the Required Lenders shall have the right to appoint a successor Agent, which, so long as there is no Specified Default, shall be reasonably satisfactory to the Lead Borrower (whose consent in any event shall not be unreasonably withheld or delayed). If no successor Agent shall have been so appointed by the Required Lenders and/or none Lenders, and shall have accepted such appointment appointment, within thirty (30) 30 days after the retiring Agent’s 's giving of notice of resignationresignation or the Required Lenders' removal of the retiring Agent, then the retiring Agent may, on behalf of the other Secured PartiesLenders, appoint a successor Agent Agent, which shall be a commercial bank (or affiliate thereof) organized under the laws of the United States of America or of any State thereof and having a combined capital and surplus of a at least $1,000,000,000, or capable of complying with all of the duties of such Agent hereunder (in the opinion of the retiring Agent and as certified to the other Secured Parties in writing by such successor Agent) which, so long as there is no Specified Default, shall be reasonably satisfactory to the Lead Borrower (whose consent shall not in any event be unreasonably withheld or delayed)250,000,000. Upon the acceptance of any appointment as Agent hereunder by a successor AgentAgent and upon the execution and filing or recording of such financing statements, or amendments thereto, and such amendments or supplements to the Collateral Documents, and such other instruments or notices, as may be necessary or desirable, or as the Required Lenders may request, in order to continue the perfection of the Liens granted or purported to be granted by the Collateral Documents, such successor Agent shall thereupon succeed to and become vested with all the rights, powers, discretion, privileges and duties of the retiring Agent Agent, and the retiring Agent shall be discharged from its duties and obligations under this Agreementthe Loan Documents. After any retiring Agent’s 's resignation or removal hereunder as such Agent, the provisions of this Article VIII VII shall inure to its benefit as to any actions taken or omitted to be taken by it while it was such Agent under this Agreement.

Successor Agents. Any Agent may resign at any time by giving thirty (30) Business Days’ 10 days' prior written notice thereof to the other Secured Parties Banks and the Lead BorrowerAccount Parties. Any Agent may be removed by the Required Banks at any time by giving 10 days' prior written notice thereof to such Agent, the other Banks and the Account Parties. Upon any such resignation of an Agentor removal, the Required Lenders Banks shall have the right to appoint a successor Agent, which, so long as there is no Specified Default, shall be reasonably satisfactory to the Lead Borrower (whose consent in any event shall not be unreasonably withheld or delayed). If no successor Agent shall have been so appointed by the Required Lenders and/or none and consented to, and shall have accepted such appointment appointment, within thirty (30) 30 days after the retiring Agent’s giving of such notice of resignationresignation or removal, the then such retiring Agent may, on behalf of the other Secured PartiesBanks, appoint a successor Agent. Each successor Agent which shall be a commercial bank (or affiliate thereof) trust company organized under the laws of the United States of America or of any State thereof and having a combined capital and surplus of a at least $1,000,000,000, or capable of complying with all of the duties of such Agent hereunder (in the opinion of the retiring Agent and as certified to the other Secured Parties in writing by such successor Agent) which, so long as there is no Specified Default, shall be reasonably satisfactory to the Lead Borrower (whose consent shall not in any event be unreasonably withheld or delayed). Upon the acceptance of any appointment as Agent by a successor AgentAgent of its appointment as an Agent hereunder, 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 Agent, such Agent shall be discharged from its duties and obligations under this Agreement. After any retiring Agent’s resignation hereunder as such AgentAgreement and the other Transaction Documents, but the provisions of this Article VIII Agreement shall inure to its benefit as to any actions taken or omitted to be taken by it while it was such an Agent under this Agreement. If and so long as no successor Agent shall have been appointed, then any notice or other communication required or permitted to be given by such Agent shall be sufficiently given if given by the Required Banks, all notices or other communications required or permitted to be given to such Agent shall be given to each Bank, and all payments to be made to such Agent shall be made directly to the Account Parties or Bank for whose account such payment is made.

Successor Agents. Any The Agent may resign at any time by giving thirty (30) Business Days’ written notice thereof to the other Secured Parties Lenders and the Lead BorrowerParent. Upon any such resignation of an Agentresignation, the Required Lenders shall have the right to appoint a successor Agent, which, so long as there is no Specified Default, shall be reasonably satisfactory acceptable to the Lead Borrower (whose Parent, with such rights and obligations hereunder as those previously held by the retiring Agent, provided, the successor Agent may be appointed by the Required Lenders without any consultation with or consent in of the Parent or any event shall not be unreasonably withheld other Loan Party if an Event of Default or delayed)Default has occurred and is continuing. If no successor Agent shall have been so appointed by the Required Lenders and/or none shall Lenders, been accepted by the Parent, and have accepted such appointment appointment, within thirty (30) 30 days after the retiring Agent’s 's giving of notice of resignation, then the retiring Agent may, on behalf of the other Secured PartiesLenders, appoint a successor Agent Agent, which shall be a Lender or a commercial bank (or affiliate thereof) other financial institution organized under the laws of the United States of America or of any State thereof and having a combined capital and surplus of a at least $1,000,000,000, or capable of complying with all of the duties of such Agent hereunder (in the opinion of the retiring Agent and as certified to the other Secured Parties in writing by such successor Agent) which, so long as there is no Specified Default, shall be reasonably satisfactory to the Lead Borrower (whose consent shall not in any event be unreasonably withheld or delayed)500,000,000. Upon the acceptance of any appointment as Agent hereunder by a successor Agent, such successor Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring Agent Agent, and the retiring Agent shall be discharged from its duties and obligations under this AgreementAgreement and the other Loan Documents. After any retiring Agent’s 's resignation hereunder as such an Agent, the provisions of this Article VIII IX shall inure to its benefit as to any actions taken or omitted to be taken by it while it was such an Agent under this AgreementAgreement and the other Loan Documents.

Successor Agents. Any Agent may resign at any time by giving thirty (30) Business Days’ written notice thereof to the other Secured Credit Parties and the Lead Borrower. Upon any such resignation of an Agent, the Required Lenders shall have the right to appoint a successor Agent, which, so long as there is no Specified Default- 63 - Event of Default under SECTION 7.01(g), SECTION 7.01(h), SECTION 7.01(i), or SECTION 7.01(j), shall be reasonably satisfactory to the Lead Borrower (whose consent in any event shall not be unreasonably withheld or delayed). If no successor Agent shall have been so appointed by the Required Lenders and/or none shall have accepted such appointment within thirty (30) days after the retiring Agent’s giving of notice of resignation, the retiring Agent may, on behalf of the other Secured Credit Parties, appoint a successor Agent which shall be a commercial bank (or affiliate thereof) organized under the laws of the United States of America or of any State thereof and having a combined capital and surplus of a least $1,000,000,000, or Person capable of complying with all of the duties of such Agent hereunder (in the opinion of the retiring Agent and as certified to the other Secured Credit Parties in writing by such successor Agent) which, so long as there is no Specified DefaultEvent of Default under SECTION 7.01(g), SECTION 7.01(h), SECTION 7.01(i), or SECTION 7.010), shall be reasonably satisfactory to the Lead Borrower (whose consent shall not in any event be unreasonably withheld or delayed). Upon the acceptance of any appointment as Agent by a successor Agent, such successor Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring Agent and the retiring Agent shall be discharged from its duties and obligations under this Agreement. After any retiring Agent’s resignation hereunder as such Agent, the provisions of this Article ARTICLE VIII shall inure to its benefit as to any actions taken or omitted to be taken by it while it was such Agent under this Agreement.

Successor Agents. Any Agent may resign at any time by giving thirty (30) Business Days’ 10 days' prior written notice thereof to the other Secured Parties Banks, the Borrowers and the Lead BorrowerAccount Parties. Any Agent may be removed by the Required Banks at any time by giving 10 days' prior written notice thereof to such Agent, the other Banks, the Borrowers and the Account Parties. Upon any such resignation of an Agentor removal, the Required Lenders Banks shall have the right to appoint a successor Agent, which, so long as there is no Specified Default, shall be reasonably satisfactory to the Lead Borrower (whose consent in any event shall not be unreasonably withheld or delayed). If no successor Agent shall have been so appointed by the Required Lenders and/or none and consented to, and shall have accepted such appointment appointment, within thirty (30) 30 days after the retiring Agent’s giving of such notice of resignationresignation or removal, the then such retiring Agent may, on behalf of the other Secured PartiesBanks, appoint a successor Agent. Each successor Agent which shall be a commercial bank (or affiliate thereof) trust company organized or licensed under the laws of the United States of America or of any State thereof and having a combined capital and surplus of a at least $1,000,000,000, or capable of complying with all of the duties of such Agent hereunder (in the opinion of the retiring Agent and as certified to the other Secured Parties in writing by such successor Agent) which, so long as there is no Specified Default, shall be reasonably satisfactory to the Lead Borrower (whose consent shall not in any event be unreasonably withheld or delayed). Upon the acceptance of any appointment as Agent by a successor AgentAgent of its appointment as an Agent hereunder, 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 Agent, such Agent shall be discharged from its duties and obligations under this Agreement. After any retiring Agent’s resignation hereunder as such AgentAgreement and the other Transaction Documents, but the provisions of this Article VIII Agreement shall inure to its benefit as to any actions taken or omitted to be taken by it while it was such an Agent under this Agreement. If and so long as no successor Agent shall have been appointed, then any notice or other communication required or permitted to be given by such Agent shall be sufficiently given if given by the Required Banks, all notices or other communications required or permitted to be given to such Agent shall be given to each Bank, and all payments to be made to such Agent shall be made directly to the Account Parties, Borrowers or Bank for whose account such payment is made.

Successor Agents. Any Agent may resign at any time by giving thirty as such under the Credit Documents upon ninety (3090) Business Days’ days' prior written notice thereof to the other Secured Parties Lenders and the Lead Borrower. Upon any such resignation of an Agent, Company and the Required Lenders Credit Agent shall have resign in the right to appoint a successor Agent, which, so long as there is no Specified Default, event its Aggregate Maximum Commitment shall be reasonably satisfactory less than $25,000,000.00. In addition, in the event any Agent fails to perform its obligations under the Lead Borrower (whose consent Credit Documents in any event shall not be unreasonably withheld or delayed). If no successor Agent shall have been so appointed by the Required Lenders and/or none shall have accepted such appointment material manner and fails to correct its performance within thirty (30) days after the retiring Agent’s giving of written notice of resignationsuch failure of performance given by not less than the Majority Lenders, then such Agent may be removed upon thirty (30) days notice given by not less than the Majority Lenders. If an Agent shall resign or be so removed, then, on or before the effective date of such resignation or removal, the retiring Majority Lenders shall appoint a successor agent reasonably acceptable to the Company or, if the Majority Lenders are unable to agree on the appointment of a successor agent, such Agent mayshall appoint a successor agent for the Lenders, which successor agent shall be reasonably acceptable to the Company, whereupon such successor agent shall succeed to the rights, powers and duties of such Agent, and the term "Documentation Agent," "Syndication Agent" or "Credit Agent", as applicable, shall mean such successor agent effective upon its appointment, and the former Agent's rights, powers and duties shall be terminated without any other or further act or deed on behalf the part of such former Agent or any of the parties to this Agreement or any of the other Secured Parties, appoint a successor Agent which shall be a commercial bank (Credit Documents or affiliate thereof) organized under the laws of the United States of America or of any State thereof and having a combined capital and surplus of a least $1,000,000,000, or capable of complying with all of the duties of such Agent hereunder (in the opinion of the retiring Agent and as certified to the other Secured Parties in writing by such successor Agent) which, so long as there is no Specified Default, shall be reasonably satisfactory to the Lead Borrower (whose consent shall not in any event be unreasonably withheld or delayed). Upon the acceptance of any appointment as Agent by a successor Agent, such successor Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring Agent and the retiring Agent shall be discharged from its duties and obligations under this Agreementsuccessors thereto. After any retiring Agent’s 's resignation hereunder as such Agentor removal hereunder, the provisions of this Article VIII Paragraph 12 shall inure to its benefit as to any actions taken or omitted to be taken by it while it was such Agent under this Agreement.the Credit Documents. 12(j)

Successor Agents. Any Subject to the appointment and acceptance of a successor Agent (which shall be any Lender or a Lender Affiliate or a commercial lender organized under the laws of the United States of America or any political subdivision thereof which has a combined capital and reserves in excess of $250,000,000) as provided below, any Agent may resign at any time by giving thirty (30) Business Days’ written notice thereof to the other Secured Parties Lenders and the Lead BorrowerBorrowers and may be removed at any time for cause by the Majority Lenders. Upon any such resignation of an Agentor removal, the Required Majority Lenders shall have the right to appoint appoint, subject to such Lender's consent in its sole discretion, a successor Agent, which, so long as there is no Specified Default, shall be reasonably satisfactory to Agent from among the Lead Borrower (whose consent in any event shall not be unreasonably withheld Lenders or delayed)the Lender Affiliates. If no successor Agent shall have been so appointed by the Required Lenders and/or none Majority Lenders, and shall have accepted such appointment within thirty (30) days after the retiring Agent’s 's giving of notice of resignationresignation or the Majority Lenders' removal of the retiring Agent, then the retiring Agent may, on behalf of the other Secured PartiesLenders, appoint a successor Agent which shall be any Lender or a Lender Affiliates or a commercial bank (or affiliate thereof) organized under the laws of the United States of America or of any State political subdivision thereof and having a which has combined capital and surplus reserves in excess of a least $1,000,000,000, or capable of complying with all of the duties of such Agent hereunder (in the opinion of the retiring Agent and as certified to the other Secured Parties in writing by such successor Agent) which, so long as there is no Specified Default, shall be reasonably satisfactory to the Lead Borrower (whose consent shall not in any event be unreasonably withheld or delayed)250,000,000. Upon the acceptance of any appointment as Agent hereunder by a successor Agent, such successor Agent shall thereupon succeed to and become vested with all the rights, powers, privileges privileges, duties, and duties obligations of the retiring Agent Agent, and the retiring Agent shall be discharged from its duties and obligations under this Agreementhereunder. After any retiring Agent’s 's resignation or removal hereunder as such Agent, the provisions of this Article VIII Section 10.14 shall inure to continue in effect for its benefit as to in respect of any actions taken or omitted to be taken by it while it was such Agent under this Agreementacting as an Agent.

Successor Agents. Any An Agent may resign at any time by giving thirty (30) Business Days’ written notice thereof to the other Secured Parties Banks and the Lead BorrowerCompany. Upon any such resignation of an Agentresignation, the Company shall, with the consent of the Required Lenders shall Banks, have the right to appoint a successor Agent (which may be the other institution then acting as Agent, which, so long as there is no Specified Default, shall be reasonably satisfactory to the Lead Borrower (whose consent in any event shall not be unreasonably withheld or delayed). If no successor Agent shall have been so appointed by the Required Lenders and/or none appointed, and shall have accepted such appointment appointment, within thirty (30) 60 days after the retiring Agent’s giving of Agent gives notice of resignation, the retiring Agent may, on behalf of the other Secured PartiesBanks, appoint a successor Agent (which may be the other institution then acting as Agent), which shall be a commercial bank (organized or affiliate thereof) organized licensed under the laws of the United States of America or of any State thereof and having a combined capital and surplus of a at least $1,000,000,000, or capable of complying with all of the duties of such Agent hereunder (in the opinion of 50,000,000; provided that if the retiring Agent shall notify the Company and as certified the Banks that no qualifying Person has accepted such appointment, then such resignation shall nonetheless become effective in accordance with such notice and (i) the retiring Agent shall be discharged from its duties and obligations hereunder and (ii) all payments, communications and determinations provided to the other Secured Parties in writing by be made by, to or through such successor retiring Agent) which, so long as there is no Specified Defaultincluding under Section 5.01 hereof, shall instead be reasonably satisfactory made by or to each Bank directly, until such time as the Lead Borrower (whose consent shall not Required Banks appoint a successor Agent as provided for in any event be unreasonably withheld or delayed)this Section. Upon the acceptance of any its appointment as an Agent hereunder by a successor Agent, such successor Agent shall thereupon succeed to and become vested with all the rights, powers, privileges rights and duties of the retiring Agent Agent, and the retiring Agent shall be discharged from its duties and obligations under hereunder as Agent (if not already discharged therefrom as provided in this AgreementSection). After any retiring Agent’s resignation hereunder as such an Agent, the provisions of this Article VIII shall inure to its benefit as to any actions taken or omitted to be taken by it while it was such Agent under this Agreementan Agent.

Successor Agents. Any (a) Subject to the appointment of a successor as set forth herein, any Agent may resign at any time by giving thirty (30) Business Daysupon 30 days’ written notice thereof to the other Secured Parties Lenders, the Borrower and the Lead Borrowerother Agent effective upon appointment of a successor Agent. Upon receipt of any such resignation notice of an Agentresignation, the Required Lenders shall have appoint from among the right to appoint Lenders a successor Agentagent for the Lenders, which, so long as there is no Specified Default, which successor agent shall be reasonably satisfactory a bank that has an office in New York, New York with a combined capital and surplus of at least $500,000,000 and shall (unless an Event of Default under Section 8.1(a) or Section 8.1(f) with respect to the Lead Borrower shall have occurred and be continuing) be subject to approval by the Borrower (whose consent in any event which approval shall not be unreasonably withheld or delayed), whereupon such successor agent shall succeed to the rights, powers and duties of such retiring Agent, and the retiring Agent’s rights, powers and duties as Agent shall be terminated, without any other or further act or deed on the part of such retiring Agent or any of the parties to this Agreement or any holders of the Loans. If no successor Agent shall have been so appointed by the Required Lenders and/or none with such consent of the Borrower and shall have accepted such appointment within thirty (30) 30 days after the retiring Agent’s giving of notice of resignation, then the retiring Agent may, on behalf of the other Secured Parties, appoint a successor Agent which shall be a commercial bank (or affiliate thereof) organized under Lenders and with the laws consent of the United States of America or of any State thereof and having a combined capital and surplus of a least $1,000,000,000, or capable of complying with all of the duties of such Agent hereunder (in the opinion of the retiring Agent and as certified to the other Secured Parties in writing by such successor Agent) which, so long as there is no Specified Default, shall be reasonably satisfactory to the Lead Borrower (whose such consent shall not in any event to be unreasonably withheld or delayed). Upon the acceptance of any appointment as Agent by ) appoint a successor Administrative Agent and/or Collateral Agent, such successor Agent shall thereupon succeed to and become vested as the case may be, 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 Agreementqualifications set forth above. After any retiring Agent’s resignation hereunder as such Agent, the provisions of this Article VIII Section 9 shall inure to its benefit as to any actions taken or omitted to be taken by it while it was such Agent under this Agreement.Agreement and the other Loan Documents. 183

Successor Agents. Any Agent may resign at any time by giving thirty (30) Business Days’ written notice thereof to Banks and Borrower. In addition, Borrowers may, prior to a Default, request the other Secured Parties and the Lead Borrowerdesignation by Banks of a successor Agent. Upon any such request by Borrowers or resignation of an by such Agent, the Required Lenders Banks shall have the right to appoint a successor Agent, which, so long as there is no Specified Default, which shall be reasonably satisfactory to one of the Lead Borrower (whose consent in any event shall not be unreasonably withheld or delayed)Banks. If no successor Agent shall have been so appointed by the Required Lenders and/or none shall have Banks and accepted such appointment within thirty (30) days after the retiring Agent’s 's giving of notice of resignationresignation or Borrowers' request for a successor Agent, then the retiring Agent may, on behalf of the other Secured PartiesBanks, appoint a successor Agent Agent, which shall (a) be a commercial bank (or affiliate thereof) organized under the laws Laws of the United States of America or of any State thereof and having a combined capital and surplus of a at least $1,000,000,000500,000,000 and (b) unless the successor Agent is a Bank, or capable of complying with all of the duties of such Agent hereunder (in the opinion of the retiring Agent and as certified to the other Secured Parties in writing by such successor Agent) which, so long as there is no Specified Default, shall be reasonably satisfactory acceptable to the Lead Borrower (whose consent shall not in any event be unreasonably withheld or delayed)Borrowers. Upon the acceptance of any its appointment as Agent by a successor AgentAgent hereunder, 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 under this Agreement. After any retiring Agent’s 's resignation hereunder as such Agenthereunder, the provisions of this Article VIII Section 13.9 shall continue to inure to its benefit as to any actions taken or omitted to be taken by it while it was Agent hereunder. Borrowers shall be entitled to recommend a successor Agent at the time of designation of any successor Agent pursuant to this Section 13.9. Banks shall give due consideration to the successor nominated by Borrowers, but shall have no obligation to approve such Agent under this Agreementnominee.

Successor Agents. Any (a) The Funding Agent may resign at any ---------------- time by giving thirty (30) Business Days’ written notice thereof to the other Secured Parties Lenders and the Lead BorrowerBorrower and may be removed at any time with or without cause by the Required Lenders. Upon any such resignation of an Agentor removal, the Required Lenders shall have the right to appoint a successor Agent, whichFunding Agent with the consent, so long as there no Event of Default has occurred and is no Specified Defaultcontinuing, shall be reasonably satisfactory to of the Lead Borrower (whose which consent in any event shall not be unreasonably withheld or delayed). If no successor Funding Agent shall have been so appointed by the Required Lenders and/or none Lenders, and shall have accepted such appointment appointment, within thirty (30) 30 days after the retiring Funding Agent’s 's giving of notice of resignation, resignation or the Required Lenders' removal of the retiring Funding Agent, then the retiring Funding Agent may, on behalf of the other Secured PartiesLenders, appoint a successor Agent Funding Agent, which shall be a commercial bank (or affiliate thereof) organized under the laws of the United States of America or of any State thereof and having a combined capital and surplus of a least $1,000,000,000, or capable of complying with all of the duties of such Agent hereunder (in the opinion of the retiring Agent and as certified to the other Secured Parties in writing by such successor Agent) which, so long as there is no Specified Default, shall be reasonably satisfactory to the Lead Borrower (whose consent shall not in any event be unreasonably withheld or delayed)an Eligible Assignee. Upon the acceptance of any appointment as Funding Agent hereunder by a successor Funding Agent, such successor Funding Agent shall thereupon succeed to and become vested with all the rights, powers, discretion, privileges and duties of the retiring Agent Funding Agent, and the retiring Funding Agent shall be discharged from its duties and obligations under this Agreement. After any retiring Funding Agent’s 's resignation or removal hereunder as such Funding Agent, the provisions of this Article VIII VII shall inure to its benefit as to any actions taken or omitted to be taken by it while it was such Funding Agent under this Agreement.

Successor Agents. Any Either Agent may resign at any time by giving thirty (30) Business Days’ 30 days' written notice thereof to the other Secured Parties Lenders and the Lead Borrower. Either Agent may be removed by the Required Lenders at any time by giving 10 days' prior written notice thereof to such Agent, the other Lenders and the Borrower. Upon any such resignation of an Agentor removal, the Required Lenders Borrower shall have the right to appoint a successor Agent; provided, which, so long as there is no Specified Default, that the Required Lenders or the remaining Agent shall be reasonably satisfactory have the right to the Lead Borrower (whose consent in any event shall not be unreasonably withheld or delayed)disapprove such successor Agent. If no successor Agent shall have been so appointed by the Required Lenders and/or none and consented to, and shall have accepted such appointment appointment, within thirty (30) 30 days after the retiring Agent’s giving of such notice of resignationresignation or removal, then the retiring remaining Agent may, on behalf shall succeed to the obligations of the other Secured Parties, appoint a such Agent hereunder. Each successor Agent which shall be a commercial bank (or affiliate thereof) trust company organized or licensed under the laws of the United States of America or of any State thereof and having a combined capital and surplus of a at least $1,000,000,000, or capable of complying with all of the duties of such Agent hereunder (in the opinion of the retiring Agent and as certified to the other Secured Parties in writing by such successor Agent) which, so long as there is no Specified Default, shall be reasonably satisfactory to the Lead Borrower (whose consent shall not in any event be unreasonably withheld or delayed). Upon the acceptance by a successor Agent of any its appointment as Agent by a successor Agenthereunder, such successor Agent shall thereupon succeed to and become vested with all the properties, rights, powers, privileges and duties of the former Agent, without further act, deed or conveyance. Upon the effective date of resignation or removal of a retiring Agent and the retiring Agent, such Agent shall be discharged from its duties and obligations under this Agreement. After any retiring Agent’s resignation hereunder as such AgentAgreement and the other Loan Documents, but the provisions of this Article VIII Agreement shall inure to its benefit as to any actions taken or omitted to be taken by it while it was such Agent under this Agreement. If and so long as no successor Agent shall have been appointed, then any notice or other communication required or permitted to be given by the Agent shall be sufficiently given if given by the Required Lenders, all notices or other communications required or permitted to be given to the Agent shall be given to each Lender, and all payments to be made to the Agent shall be made directly to the Borrower or Lender for whose account such payment is made.

Successor Agents. Any An Agent may resign at any time by giving thirty (30) Business Days’ written notice thereof to the other Secured Parties Banks and the Lead BorrowerCompany. Upon any such resignation of an Agentresignation, the Company shall, with the consent of the Required Lenders shall Banks, have the right to appoint a successor Agent (which may be the other institution then acting as Agent, which, so long as there is no Specified Default, shall be reasonably satisfactory to the Lead Borrower (whose consent in any event shall not be unreasonably withheld or delayed). If no successor Agent shall have been so appointed by the Required Lenders and/or none appointed, and shall have accepted such appointment appointment, within thirty (30) 60 days after the retiring Agent’s giving of Agent gives notice of resignation, the retiring Agent may, on behalf of the other Secured PartiesBanks, appoint a successor Agent (which may be the other institution then acting as Agent), which shall be a commercial bank (organized or affiliate thereof) organized licensed under the laws of the United States of America or of any State thereof and having a combined capital and surplus of a at least $1,000,000,000, or capable of complying with all of the duties of such Agent hereunder (in the opinion of 50,000,000; provided that if the retiring Agent shall notify the Company and as certified the Banks that no qualifying Person has accepted such appointment, then such resignation shall nonetheless become effective in accordance with such notice and (i) the retiring Agent shall be discharged from its duties and obligations hereunder and (ii) all payments, communications and determinations provided to the other Secured Parties in writing by be made by, to or through such successor retiring Agent) which, so long as there is no Specified Defaultincluding under Section 5.01 hereof, shall instead be reasonably satisfactory made by or to each Bank and Issuing Bank directly, until such time as the Lead Borrower (whose consent shall not Required Banks appoint a successor Agent as provided for in any event be unreasonably withheld or delayed)this Section. Upon the acceptance of any its appointment as an Agent hereunder by a successor Agent, such successor Agent shall thereupon succeed to and become vested with all the rights, powers, privileges rights and duties of the retiring Agent Agent, and the retiring Agent shall be discharged from its duties and obligations under hereunder as Agent (if not already discharged therefrom as provided in this AgreementSection). After any retiring Agent’s resignation hereunder as such an Agent, the provisions of this Article VIII shall inure to its benefit as to any actions taken or omitted to be taken by it while it was such Agent under this Agreementan Agent.

Successor Agents. Any The Funding Agent may resign at any ---------------- time by giving thirty (30) Business Days’ written notice thereof to the other Secured Parties Lenders and the Lead BorrowerBorrower and may be removed at any time with or without cause by the Required Lenders. Upon any such resignation of an Agentor removal, the Required Lenders shall have the right to appoint a successor Agent, whichFunding Agent with the consent, so long as there no Event of Default has occurred and is no Specified Defaultcontinuing, shall be reasonably satisfactory to of the Lead Borrower (whose which consent in any event shall not be unreasonably withheld or delayed). If no successor Funding Agent shall have been so appointed by the Required Lenders and/or none Lenders, and shall have accepted such appointment appointment, within thirty (30) 30 days after the retiring Funding Agent’s 's giving of notice of resignation, resignation or the Required Lenders' removal of the retiring Funding Agent, then the retiring Funding Agent may, on behalf of the other Secured PartiesLenders, appoint a successor Agent Funding Agent, which shall be a commercial bank (or affiliate thereof) organized under the laws of the United States of America or of any State thereof and having a combined capital and surplus of a least $1,000,000,000, or capable of complying with all of the duties of such Agent hereunder (in the opinion of the retiring Agent and as certified to the other Secured Parties in writing by such successor Agent) which, so long as there is no Specified Default, shall be reasonably satisfactory to the Lead Borrower (whose consent shall not in any event be unreasonably withheld or delayed)an Eligible Assignee. Upon the acceptance of any appointment as Funding Agent hereunder by a successor Funding Agent, such successor Funding Agent shall thereupon succeed to and become vested with all the rights, powers, discretion, privileges and duties of the retiring Agent Funding Agent, and the retiring Funding Agent shall be discharged from its duties and obligations under this Agreement. After any retiring Funding Agent’s 's resignation or removal hereunder as such Funding Agent, the provisions of this Article VIII VII shall inure to its benefit as to any actions taken or omitted to be taken by it while it was such Funding Agent under this Agreement.

Successor Agents. Any Agent may resign at any time by giving thirty (30) Business Days’ written notice thereof to the other Secured Parties and the Lead Borrower. Upon any such resignation of an Agent, the Required Lenders shall have the right to appoint a successor Agent, which, so long as there is no Specified Default, shall be reasonably satisfactory to the Lead Borrower (whose consent in any event shall not be unreasonably withheld or delayed). If no successor Agent shall have been so appointed by the Required Lenders Lenders, and/or none shall have accepted such appointment within thirty (30) days after the retiring Agent’s giving of notice of resignation, the retiring Agent may, on behalf of the other Secured Parties, appoint a successor Agent which shall be a commercial bank (or affiliate thereof) organized under the laws of the United States of America or of any State thereof and having a combined capital and surplus of a least $1,000,000,000, or capable of complying with all of the duties of such Agent hereunder (in the opinion of the retiring Agent and as certified to the other Secured Parties in writing by such successor Agent) which, so long as there is no Specified Default, shall be reasonably satisfactory to the Lead Borrower (whose consent shall not in any event be unreasonably withheld or delayed). Upon the acceptance of any appointment as Agent by a successor Agent, such successor Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring Agent and the retiring Agent shall be discharged from its duties and obligations under this Agreement. After any retiring Agent’s resignation hereunder as such Agent, the provisions of this Article VIII shall inure to its benefit as to any actions taken or omitted to be taken by it (i) while it was such Agent under this AgreementAgreement and (ii) after such resignation for so long as it continues to act in any capacity hereunder or under the other Loan Documents, including (a) holding any collateral security on behalf of any of the Lenders and (b) in respect of any actions taken in connection with transferring the agency or Collateral to a successor Administrative Agent or Collateral Agent.

Successor Agents. Any (a) Subject to the appointment of a successor as set forth herein, any Agent may resign at any time by giving thirty (30) Business Daysupon 30 days’ written notice thereof to the other Secured Parties Lenders, the Borrower and the Lead Borrowerother Agent effective upon appointment of a successor Agent. Upon receipt of any such resignation notice of an Agentresignation, the Required Lenders shall have appoint from among the right to appoint Lenders a successor Agentagent for the Lenders, which, so long as there is no Specified Default, which successor agent shall be reasonably satisfactory (unless an Event of Default under Section 8.1(a) or Section 8.1(f) with respect to the Lead Borrower shall have occurred and be continuing) be subject to approval by the Borrower (whose consent in any event which approval shall not be unreasonably withheld or delayed), whereupon such successor agent shall succeed to the rights, powers and duties of such retiring Agent, and the retiring Agent’s rights, powers and duties as Agent shall be terminated, without any other or further act or deed on the part of such retiring Agent or any of the parties to this Agreement or any holders of the Loans. If no successor Agent shall have been so appointed by the Required Lenders and/or none with such consent of the Borrower and shall have accepted such appointment within thirty (30) 30 days after the retiring Agent’s giving of notice of resignation, then the retiring Agent may, on behalf of the other Secured Parties, appoint a successor Agent which shall be a commercial bank (or affiliate thereof) organized under Lenders and with the laws consent of the United States of America or of any State thereof and having a combined capital and surplus of a least $1,000,000,000, or capable of complying with all of the duties of such Agent hereunder (in the opinion of the retiring Agent and as certified to the other Secured Parties in writing by such successor Agent) which, so long as there is no Specified Default, shall be reasonably satisfactory to the Lead Borrower (whose such consent shall not in any event to be unreasonably withheld or delayed). Upon the acceptance of any appointment as Agent by , appoint a successor Agent, such successor Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring Agent and the retiring Agent that shall be discharged from its duties and obligations under this Agreementan Approved Commercial Bank. After any retiring Agent’s resignation hereunder as such Agent, the provisions of this Article VIII Section 9 shall inure to its benefit as to any actions taken or omitted to be taken by it while it was such Agent under this AgreementAgreement and the other Loan Documents.

Successor Agents. Any 14. Subject to the appointment of a successor as set forth herein, any Agent may resign at any time by giving thirty (30) Business Daysupon 30 days’ written notice thereof to the Lenders, the other Secured Parties and Agent, and, unless a Default or Event of Default then exists, the Lead Borrower, effective upon appointment of a successor Agent, or in accordance with Section 9.9(b) below. Upon receipt of any such resignation notice of an Agentresignation, the Required Lenders shall have the right to appoint a successor Agentagent for the Lenders, which, so long as there is no Specified Default, which successor agent shall be reasonably satisfactory a bank that has an office in New York, New York with a combined capital and surplus of at least $500,000,000 and shall (unless an Event of Default under Section 8.1(a) or Section 8.1(f) with respect to the Lead Borrower shall have occurred and be continuing) be subject to approval by the Borrower (whose consent in any event which approval shall not be unreasonably withheld or delayed), whereupon such successor agent shall succeed to the rights, powers and duties of such retiring Agent, and the retiring Agent’s rights, powers and duties as Agent shall be terminated, without any other or further act or deed on the part of such retiring Agent or any of the parties to this Agreement or any holders of the Loans. If no successor Agent shall have been so appointed by the Required Lenders and/or none with such consent of the Borrower and shall have accepted such appointment within thirty (30) 30 days after the retiring Agent’s giving of notice of resignation, then the retiring Agent may, on behalf of the other Secured Parties, appoint a successor Agent which shall be a commercial bank (or affiliate thereof) organized under Lenders and with the laws consent of the United States of America or of any State thereof and having a combined capital and surplus of a least $1,000,000,000, or capable of complying with all of the duties of such Agent hereunder (in the opinion of the retiring Agent and as certified to the other Secured Parties in writing by such successor Agent) which, so long as there is no Specified Default, shall be reasonably satisfactory to the Lead Borrower (whose such consent shall not in any event to be unreasonably withheld or delayed). Upon the acceptance of any appointment as Agent by ) appoint a successor Administrative Agent and/or Collateral Agent, such successor Agent shall thereupon succeed to and become vested as the case may be, 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 Agreementqualifications set forth above. After any retiring Agent’s resignation hereunder as such Agent, the provisions of this Article VIII Section 9 shall inure to its benefit as to any actions taken or omitted to be taken by it while it was such Agent under this Agreement.Agreement and the other Loan Documents. 147 LEGAL_US_E # 147593786.29

Successor Agents. Any Agent may resign at any time by giving thirty (30) Business Days’ 30 days' written notice thereof to the other Secured Parties Lenders and the Lead Borrower. Any Agent may be removed by the Required Lenders at any time by giving 10 days' prior written notice thereof to such Agent, the other Lenders and the Borrower. Upon any such resignation of an Agentor removal, the Required Lenders Borrower shall have the right to appoint a successor Agent; provided, whichthat the Required Lenders or the remaining Agents shall have the right, so long as there is no Specified Defaultacting reasonably, shall be reasonably satisfactory to the Lead Borrower (whose consent in any event shall not be unreasonably withheld or delayed)disapprove such successor Agent. If no successor Agent shall have been so appointed by the Required Lenders and/or none and consented to, and shall have accepted such appointment appointment, within thirty (30) 30 days after the retiring Agent’s giving of such notice of resignationresignation or removal, the retiring Agent may, on behalf then any of the other Secured Parties, appoint a remaining Agents shall succeed to the obligations of such Agent hereunder. Each successor Agent which shall be a commercial bank (or affiliate thereof) trust company organized or licensed under the laws of the United States of America or of any State thereof and having a combined capital and surplus of a at least $1,000,000,000, or capable of complying with all of the duties of such Agent hereunder (in the opinion of the retiring Agent and as certified to the other Secured Parties in writing by such successor Agent) which, so long as there is no Specified Default, shall be reasonably satisfactory to the Lead Borrower (whose consent shall not in any event be unreasonably withheld or delayed). Upon the acceptance by a successor Agent of any its appointment as Agent by a successor Agenthereunder, such successor Agent shall thereupon succeed to and become vested with all the properties, rights, powers, privileges and duties of the former Agent, without further act, deed or conveyance. Upon the effective date of resignation or removal of a retiring Agent and the retiring Agent, such Agent shall be discharged from its duties and obligations under this Agreement. After any retiring Agent’s resignation hereunder as such AgentAgreement and the other Loan Documents, but the provisions of this Article VIII Agreement shall inure to its benefit as to any actions taken or omitted to be taken by it while it was such 53 59 Agent under this Agreement. If and so long as no successor Agent shall have been appointed, then any notice or other communication required or permitted to be given by the retiring Agent shall be sufficiently given if given by the Required Lenders, all notices or other communications required or permitted to be given to the Agent shall be given to each Lender, and all payments to be made to the retiring Agent shall be made directly to the Borrower or Lender for whose account such payment is made. Section 8.11.

Successor Agents. Any Each Agent may resign at any time by giving thirty (30) Business Days’ written notice thereof to the other Secured Parties Banks and the Lead BorrowerCompany and may be removed as an Agent under this Agreement, the Notes and the other Loan Documents at any time with or without cause by the Majority Banks. Upon any such resignation of an Agentor removal, the Required Lenders Majority Banks shall have the right to appoint a successor Agent, whichAgent with, so long as there is no Specified DefaultEvent of Default exists, shall be reasonably satisfactory to the Lead Borrower (whose consent in any event shall of the Company, which will not be unreasonably withheld or delayed)withheld. If no successor Agent shall have been so appointed by the Required Lenders and/or none Majority Banks, and shall have accepted such appointment appointment, within thirty (30) 30 calendar days after the retiring Agent’s 's giving of notice of resignationresignation or the Majority Banks' removal of the retiring Agent, then the retiring Agent may, on behalf of the other Secured PartiesBanks, appoint a successor Agent Agent, which shall be a commercial bank (or affiliate thereof) organized under the laws of the United States of America or of any State thereof and having a combined capital and surplus of a least $1,000,000,000, or capable of complying with all of the duties of such Agent hereunder (in the opinion of the retiring Agent and as certified to the other Secured Parties in writing by such successor Agent) which, so long as there is no Specified Default, shall be reasonably satisfactory to the Lead Borrower (whose consent shall not in any event be unreasonably withheld or delayed)an Eligible Assignee. Upon the acceptance of any appointment as an Agent hereunder and under the Notes and the other Loan Documents by a successor Agent, such successor Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring Agent Agent, and the retiring Agent shall be discharged from its duties and obligations under this Agreement, the Notes and the other Loan Documents. After any retiring Agent’s 's resignation or removal as an Agent hereunder as such Agentand under the Notes and the other Loan Documents, the provisions of this Article VIII ARTICLE XI shall inure to its benefit as to any actions taken or omitted to be taken by it while it was such an Agent under this Agreement, the Notes and the other Loan Documents.

Successor Agents. Any Agent may resign at any time by giving thirty (30) Business Daysupon 30 days’ written notice thereof to the other Secured Parties Lenders, the Borrower and the Lead Borrowerother Agent effective upon appointment of a successor Agent. Upon receipt of any such resignation notice of an Agentresignation, the Required Lenders shall have appoint from among the right to appoint Lenders a successor Agentagent for the Lenders, which, so long as there is no Specified Default, which successor agent shall be reasonably satisfactory (unless an Event of Default under Section 8(a) or Section 8(f) with respect to the Lead Borrower shall have occurred and be continuing) be subject to approval by the Borrower (whose consent in any event which approval shall not be unreasonably withheld or delayed), whereupon such successor agent shall succeed to the rights, powers and duties of such retiring Agent, and the retiring Agent’s rights, powers and duties as Agent shall be terminated, without any other or further act or deed on the part of such retiring Agent or any of the parties to this Agreement or any holders of the Loans. If no successor Agent shall have been so appointed by the Required Lenders and/or none with such consent of the Borrower and shall have accepted such appointment within thirty (30) 30 days after the retiring Agent’s giving of notice of resignation, then the retiring Agent may, on behalf of the other Secured PartiesLenders and with the consent of the Borrower (such consent not to be unreasonably withheld or delayed), appoint a successor Agent which Agent, that shall be a commercial bank (or affiliate thereof) organized under the laws of the United States of America or of any State thereof and having that has an office in New York, New York with a combined capital and surplus of a at least $1,000,000,000, or capable of complying with all of the duties of such Agent hereunder (in the opinion of the retiring Agent and as certified to the other Secured Parties in writing by such successor Agent) which, so long as there is no Specified Default, shall be reasonably satisfactory to the Lead Borrower (whose consent shall not in any event be unreasonably withheld or delayed). Upon the acceptance of any appointment as Agent by a successor Agent, such successor Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring Agent and the retiring Agent shall be discharged from its duties and obligations under this Agreement500,000,000. After any retiring Agent’s resignation hereunder as such Agent, the provisions of this Article VIII Section 9 shall inure to its benefit as to any actions taken or omitted to be taken by it while it was such Agent under this AgreementAgreement and the other First Lien Loan Documents.

Successor Agents. Any Agent may resign at any time by giving thirty (30) Business Days’ written notice thereof to the other Secured Parties and the Lead Borrower. Upon any such resignation of an Agent, the Required Lenders shall have the right to appoint a successor Agent, which, so long as there is no Specified Default, shall be reasonably satisfactory to the Lead Borrower (whose consent in any event shall not be unreasonably withheld or delayed). If no successor Agent shall have been so appointed by the Required Lenders and/or none shall have accepted such appointment within thirty (30) days after the retiring Agent’s giving of notice of resignation, the retiring Agent may, on behalf of the other Secured Parties, appoint a successor Agent which shall be a Person a commercial bank (or affiliate thereof) organized under the laws of the United States of America or of any State thereof and having a combined capital and surplus of a least $1,000,000,000, or capable of complying with all of the duties of such Agent hereunder (in the opinion of the retiring Agent and as certified to the other Secured Parties in writing by such successor Agent) which, so long as there is no Specified Default, shall be reasonably satisfactory to the Lead Borrower (whose consent shall not in any event be unreasonably withheld or delayed). Upon the acceptance of any appointment as Agent by a successor Agent, such successor Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring Agent and the retiring Agent shall be discharged from its duties and obligations under this Agreement. After any retiring Agent’s resignation hereunder as such Agent, the provisions of this Article VIII shall inure to its benefit as to any actions taken or omitted to be taken by it while it was such Agent under this Agreement.