Common use of Resignation and Appointment of Administrative Agent Clause in Contracts

Resignation and Appointment of Administrative Agent. On the Effective Date, the Predecessor Administrative Agent hereby resigns as Administrative Agent under the Receivables Loan Agreement and each of the other Facility Documents, and, pursuant to Section 9.07 of the Receivables Loan Agreement, each of the Majority Committed Lenders and the Borrower hereby appoints Bank of America, N.A. (“BANA”) as Administrative Agent under the Receivables Loan Agreement and the other Facility Documents to take such actions as agent on its behalf and to exercise such powers as are delegated to the Administrative Agent by the terms of the Receivables Loan Agreement together with such powers as are reasonably incidental thereto. Each of the Borrower, the Lenders, and each of the other parties party hereto hereby waives any notice requirements in connection with the resignation of the Predecessor Administrative Agent as Administrative Agent and the appointment of BANA as successor Administrative Agent under the Receivables Loan Agreement. BANA hereby accepts its appointment as Administrative Agent under the Receivables Loan Agreement and the other Facility Documents and shall hereby succeed to and, from and after the date hereof, be vested with all the rights, powers, privileges, duties and protections of the Administrative Agent under the Receivables Loan Agreement and each of the other Facility Documents, in each case with like effect as if BANA were originally named as Administrative Agent under the Receivables Loan Agreement and each of the other Facility Documents. The Predecessor Administrative Agent shall execute and deliver such instruments as may be prepared by BANA and are in form and substance reasonably satisfactory to the Predecessor Administrative Agent, and do such other things as BANA may reasonably request, so as to more fully and certainly vest and confirm upon BANA the rights, powers, privileges, obligations, duties and protections of the Administrative Agent. Upon the Effective Date, the Predecessor Administrative Agent shall be discharged from its duties and obligations as Administrative Agent under the Receivables Loan Agreement and under the other Facility Documents; provided, that, notwithstanding the foregoing and any other provisions in the Receivables Loan Agreement, the indemnity and other rights and protections in favor of the Predecessor Administrative Agent as resigning Administrative Agent under the Receivables Loan Agreement (prior to the Effective Date, the “Existing Agreement”) and the other Facility Documents shall continue and the provisions of Articles VIII and IX of the Receivables Loan Agreement shall continue in effect for the benefit of the Predecessor Administrative Agent in its capacity as Administrative Agent as to any actions taken or omitted to be taken by it while the Predecessor Administrative Agent was acting as Administrative Agent under the Existing Agreement and the other Facility Documents. Without limiting the generality of Article VIII and IX of this Agreement, (i) BANA shall have no liability to any Person with respect to actions taken or omitted to be taken by the Predecessor Administrative Agent as Administrative Agent or its sub-agents occurring prior to the Effective Date and (ii) the Predecessor Administrative Agent shall have no liability to any Person with respect to actions taken or omitted to be taken by BANA as Administrative Agent occurring from and after the Effective Date. The indemnification and reimbursement provisions of the Facility Documents, including, without limitation Articles VIII and IX of the Receivables Loan Agreement, shall continue to be effective for the benefit of, and enforceable by, the Predecessor Administrative Agent and its sub-agents with respect to actions taken or omitted to be taken by any of them and other events and conditions occurring prior to the effectiveness of, or in accordance with, this Amendment (such provision, collectively, the “Continuing Indemnities”). As of the Effective Date, the Predecessor Administrative Agent as resigning Administrative Agent hereby confirms that it has not received notice of any pending or overtly threatened claims against it in such capacity or any of its sub-agents, or incurred any losses, obligations, fees, expenses or charges in connection therewith, and with respect to which it would be entitled to reimbursement or indemnity under the Continuing Indemnities.

Resignation and Appointment of Administrative Agent. On 1.1. Pursuant to Section 10.6 of the Credit Agreement and effective as of the Third Amendment Effective Date, the Predecessor (i) Resigning Administrative Agent hereby resigns as the Administrative Agent under the Receivables Loan Agreement and each of the other Facility Documents, and, pursuant to Section 9.07 of the Receivables Loan Agreement, each of the Majority Committed Lenders and the Borrower hereby appoints Bank of America, N.A. (“BANA”) as Administrative Agent under the Receivables Loan Credit Agreement and the other Facility Documents to take such actions as agent on its behalf and to exercise such powers as are delegated to Loan Documents, (ii) the Administrative Agent by Required Lenders have authorized the terms appointment of the Receivables Loan Agreement together with such powers as are reasonably incidental thereto. Each of the Borrower, the Lenders, and each of the other parties party hereto hereby waives any notice requirements in connection with the resignation of the Predecessor Successor Administrative Agent as Administrative Agent and the appointment of BANA as successor Administrative Agent under the Receivables Credit Agreement and the other Loan Agreement. BANA hereby Documents, and (iii) Successor Administrative Agent accepts its appointment as the successor Administrative Agent under the Receivables Loan Credit Agreement and the other Facility Documents Loan Documents. 1.2. In connection with the agency succession described in the foregoing Section 1.1, without the need for any further action, effective as of the Third Amendment Effective Date, (i) Successor Administrative Agent hereby succeeds to and shall hereby succeed to and, from and after the date hereof, be is vested with all of the rights, powers, privileges, privileges and duties and protections of the Resigning Administrative Agent (in its capacity as Administrative Agent) under the Receivables Loan Credit Agreement and each of the other Facility Loan Documents, in each case with like effect as if BANA were originally named as (ii) Resigning Administrative Agent under the Receivables Loan Agreement and each of the other Facility Documents. The Predecessor Administrative Agent shall execute and deliver such instruments as may be prepared by BANA and are in form and substance reasonably satisfactory to the Predecessor Administrative Agent, and do such other things as BANA may reasonably request, so as to more fully and certainly vest and confirm upon BANA the rights, powers, privileges, obligations, duties and protections of the Administrative Agent. Upon the Effective Date, the Predecessor Administrative Agent shall be is discharged from its duties and obligations as Administrative Agent under the Receivables Loan Credit Agreement and under the other Facility Documents; provided, that, notwithstanding the foregoing and any other provisions in the Receivables Loan Agreement, the indemnity and other rights and protections in favor of the Predecessor Administrative Agent as resigning Administrative Agent under the Receivables Loan Agreement (prior to the Effective Date, the “Existing Agreement”) and the other Facility Loan Documents, (iii) all protective provisions of the Loan Documents pertaining to the Administrative Agent, including without limitation Sections 10 and 13.4 of the Credit Agreement, shall continue and the provisions of Articles VIII and IX of the Receivables Loan Agreement shall continue in effect for the to inure to Resigning Administrative Agent’s benefit of the Predecessor Administrative Agent in its capacity as Administrative Agent as to any actions taken or omitted to be taken by it while the Predecessor Resigning Administrative Agent was acting while it served as Administrative Agent under the Existing Credit Agreement and the other Facility Loan Documents. Without limiting the generality of Article VIII and IX of this Agreement, (iiv) BANA Successor Administrative Agent shall have bear no liability to responsibility for any Person with respect to actions taken or omitted to be taken by the Predecessor Resigning Administrative Agent while it served as Administrative Agent or its sub-agents occurring under the Credit Agreement and the other Loan Documents prior to the Effective Date and (ii) effectiveness of this Amendment, including, without limitation, its continuing entitlement to the Predecessor Administrative Agent shall have no liability to benefit of the provisions of Section 10.3 of the Credit Agreement in respect of any Person with respect to actions taken or omitted to be taken by BANA it while acting as Administrative Agent occurring from and after the Effective Date. The indemnification and reimbursement provisions of the Facility Documents, including, without limitation Articles VIII and IX of the Receivables Loan Agreement, shall continue to be effective for the benefit ofAgent, and enforceable by, the Predecessor (v) Resigning Administrative Agent and its sub-agents with respect to shall bear no responsibility for any actions taken or omitted to be taken by any of them and other events and conditions occurring prior to the effectiveness of, or in accordance with, this Amendment (such provision, collectively, the “Continuing Indemnities”). As of the Effective Date, the Predecessor Successor Administrative Agent as resigning Administrative Agent hereby confirms that it has not received notice of any pending or overtly threatened claims against it in such capacity or any of its sub-agents, or incurred any losses, obligations, fees, expenses or charges in connection therewith, and with respect to which it would be entitled to reimbursement or indemnity under the Continuing IndemnitiesCredit Agreement and the other Loan Documents. 1.3. By their execution of this Amendment, the Required Xxxxxxx hereby consent to the resignation of Resigning Administrative Agent as Administrative Agent under the Credit Agreement and the appointment of Successor Administrative Agent as successor Administrative Agent under the Credit Agreement pursuant to the terms of this Amendment.

Resignation and Appointment of Administrative Agent. On (a) Pursuant to Section 8.06 of the Effective DateExisting Credit Agreement, (i) the Predecessor Required Lenders (as defined in the Existing Credit Agreement) and the Borrower hereby accept the resignation of the Existing Administrative Agent hereby resigns as the Administrative Agent under the Receivables Loan Agreement and each of the other Facility Documents, and, pursuant to Section 9.07 of (ii) the Receivables Loan Required Lenders (as defined in the Existing Credit Agreement, each of the Majority Committed Lenders and the Borrower ) hereby appoints appoint Bank of America, N.A. (“BANA”) to act as the New Administrative Agent under the Receivables Loan Agreement Documents, (iii) the Borrower hereby consents to the appointment of Bank of America, N.A. as the New Administrative Agent and (iv) each of the parties hereto waives any applicable notice period or consent requirements under the Loan Documents with respect to the actions described in the preceding clauses (i), (ii) and (iii), in each case effective as of the Restatement Effective Date. (b) The Existing Administrative Agent and the New Administrative Agent are hereby authorized by the Lenders to enter into any amendments to any Loan Document or other Facility Documents documentation (including the Resignation and Assignment Agreement substantially in the form of Exhibit B hereto (the “Agency Succession Agreement”)) or assignments and to take such actions (including making filings) desirable to effect such resignation and appointment. Further, the Required Lenders (as agent defined in the Existing Credit Agreement), on its behalf and to exercise such powers as are delegated to the Administrative Agent by the terms of the Receivables Loan Agreement together with such powers as are reasonably incidental thereto. Each of the Borrower, the Lenders, and each of hereby agree to be bound by the other parties party hereto hereby waives any notice requirements in connection with the resignation of the Predecessor Administrative Agent as Administrative Agent and the appointment of BANA as successor Administrative Agent under the Receivables Loan Agency Succession Agreement. BANA hereby accepts its appointment as Administrative Agent under The parties hereto agree that, upon the Receivables Loan Agreement and the other Facility Documents and Restatement Effective Date, Bank of America, N.A. shall hereby succeed to and, from and after the date hereof, be become vested with all the rights, powers, privileges, powers and duties and protections of the Administrative Agent under the Receivables Amended and Restated Term Loan Credit Agreement and each of the other Facility Loan Documents, in each case with like effect as if BANA were originally named as Administrative Agent under and the Receivables Loan Agreement and each of the other Facility Documents. The Predecessor Administrative Agent shall execute and deliver such instruments as may be prepared by BANA and are in form and substance reasonably satisfactory to the Predecessor term “Administrative Agent” shall mean Bank of America, and do such other things as BANA may reasonably request, so as to more fully and certainly vest and confirm upon BANA the rights, powers, privileges, obligations, duties and protections of the Administrative Agent. N.A. Upon the Restatement Effective Date, the Predecessor Royal Bank of Canada’s duties as Administrative Agent shall be discharged from its duties and obligations as Administrative Agent under the Receivables Loan Agreement and under the other Facility Documents; providedterminated, that, notwithstanding the foregoing and without any other provisions in or further act or deed on the Receivables Loan Agreement, the indemnity and other rights and protections in favor part of the Predecessor Administrative Agent as resigning Administrative Agent under the Receivables Loan Agreement (prior Royal Bank of Canada or any parties to the Effective Date, the “Existing Amended and Restated Term Loan Credit Agreement”) and the other Facility Documents shall continue and the provisions of Articles VIII and IX of the Receivables Loan Agreement shall continue in effect for the benefit of the Predecessor Administrative Agent in its capacity as Administrative Agent as to any actions taken or omitted to be taken by it while the Predecessor Administrative Agent was acting as Administrative Agent under the Existing Agreement and the other Facility Documents. Without limiting the generality of Article VIII and IX of this Agreement, (i) BANA shall have no liability to any Person with respect to actions taken or omitted to be taken by the Predecessor Administrative Agent as Administrative Agent or its sub-agents occurring prior to the Effective Date and (ii) the Predecessor Administrative Agent shall have no liability to any Person with respect to actions taken or omitted to be taken by BANA as Administrative Agent occurring from and after the Effective Date. The indemnification and reimbursement provisions of the Facility Documents, including, without limitation Articles VIII and IX of the Receivables Loan Agreement, shall continue to be effective for the benefit of, and enforceable by, the Predecessor Administrative Agent and its sub-agents with respect to actions taken or omitted to be taken by any of them and other events and conditions occurring prior to the effectiveness of, or in accordance with, this Amendment (such provision, collectively, the “Continuing Indemnities”). As of the Effective Date, the Predecessor Administrative Agent as resigning Administrative Agent hereby confirms that it has not received notice of any pending or overtly threatened claims against it in such capacity or any of its sub-agents, or incurred any losses, obligations, fees, expenses or charges in connection therewith, and with respect to which it would be entitled to reimbursement or indemnity under the Continuing Indemnities.

Resignation and Appointment of Administrative Agent. On the Effective Date, the Predecessor Administrative Agent hereby resigns as Administrative Agent under the Receivables Loan Agreement and each (a) Pursuant to Section 9.09 of the other Facility Documents, and, pursuant to Section 9.07 of the Receivables Loan Credit Agreement, each of (i) the Majority Committed Required Lenders and the Borrower hereby appoints Bank accept the resignation of America, N.A. (“BANA”) the Existing Administrative Agent as the Administrative Agent under the Receivables Loan Agreement Documents, (ii) the Required Lenders hereby appoint Wilmington Trust, National Association to act as the New Administrative Agent, (iii) the Borrower hereby consents to the appointment of Wilmington Trust, National Association as the New Administrative Agent and (iv) each of the Parties hereto waives (x) any applicable notice period or consent requirements under the Loan Documents with respect to the actions described in clauses (i), (ii) and (iii), in each case effective as of the Amendment No. 3 Effective Date (as defined below) and (y) with respect to clause (ii) above, the requirement that the successor agent be a Lender. (b) The Existing Administrative Agent and the New Administrative Agent are hereby authorized by the Lenders to enter into any amendments to any Loan Document or other Facility Documents documentation (including the Agency Resignation Appointment and Assumption Agreement substantially in the form of Exhibit C hereto (the “Agency Succession Agreement”)) or assignments and to take such actions as agent (including making filings) desirable to effect such resignation and appointment. Further, the Required Lenders, on its behalf and to exercise such powers as are delegated to the Administrative Agent by the terms of the Receivables Loan Agreement together with such powers as are reasonably incidental thereto. Each of the Borrower, the Lenders, and each of hereby agree to be bound by the other parties party hereto hereby waives any notice requirements in connection with the resignation of the Predecessor Administrative Agent as Administrative Agent and the appointment of BANA as successor Administrative Agent under the Receivables Loan Agency Succession Agreement. BANA hereby accepts its appointment as Administrative Agent under The parties hereto agree that, upon the Receivables Loan Agreement and the other Facility Documents and Amendment No. 3 Effective Date, Wilmington Trust, National Association shall hereby succeed to and, from and after the date hereof, be become vested with all the rights, powers, privileges, powers and duties and protections of the Administrative Agent under the Receivables Loan Credit Agreement and each of the other Facility Loan Documents, in each case with like effect as if BANA were originally named as Administrative Agent under and the Receivables Loan Agreement and each of the other Facility Documents. The Predecessor Administrative Agent shall execute and deliver such instruments as may be prepared by BANA and are in form and substance reasonably satisfactory to the Predecessor term “Administrative Agent” shall mean Wilmington Trust, and do such other things as BANA may reasonably request, so as to more fully and certainly vest and confirm upon BANA the rights, powers, privileges, obligations, duties and protections of the Administrative AgentNational Association. Upon the Amendment No. 3 Effective Date, the Predecessor Bank of America N.A.’s duties as Administrative Agent shall be discharged from its duties and obligations as Administrative Agent under the Receivables Loan Agreement and under the other Facility Documents; providedterminated, that, notwithstanding the foregoing and without any other provisions in or further act or deed on the Receivables Loan Agreementpart of Bank of America, the indemnity and other rights and protections in favor of the Predecessor Administrative Agent as resigning Administrative Agent under the Receivables Loan Agreement (prior N.A. or any parties to the Effective Date, the “Existing Credit Agreement”) and the other Facility Documents shall continue and the provisions of Articles VIII and IX of the Receivables Loan Agreement shall continue in effect for the benefit of the Predecessor Administrative Agent in its capacity as Administrative Agent as to any actions taken or omitted to be taken by it while the Predecessor Administrative Agent was acting as Administrative Agent under the Existing Agreement and the other Facility Documents. Without limiting the generality of Article VIII and IX of this Agreement, (i) BANA shall have no liability to any Person with respect to actions taken or omitted to be taken by the Predecessor Administrative Agent as Administrative Agent or its sub-agents occurring prior to the Effective Date and (ii) the Predecessor Administrative Agent shall have no liability to any Person with respect to actions taken or omitted to be taken by BANA as Administrative Agent occurring from and after the Effective Date. The indemnification and reimbursement provisions of the Facility Documents, including, without limitation Articles VIII and IX of the Receivables Loan Agreement, shall continue to be effective for the benefit of, and enforceable by, the Predecessor Administrative Agent and its sub-agents with respect to actions taken or omitted to be taken by any of them and other events and conditions occurring prior to the effectiveness of, or in accordance with, this Amendment (such provision, collectively, the “Continuing Indemnities”). As of the Effective Date, the Predecessor Administrative Agent as resigning Administrative Agent hereby confirms that it has not received notice of any pending or overtly threatened claims against it in such capacity or any of its sub-agents, or incurred any losses, obligations, fees, expenses or charges in connection therewith, and with respect to which it would be entitled to reimbursement or indemnity under the Continuing Indemnities.

Resignation and Appointment of Administrative Agent. On the Effective Date, the Predecessor Administrative Agent hereby resigns as Administrative Agent under the Receivables Loan Agreement and each of the other Facility Documents, and, pursuant to Section 9.07 of the Receivables Loan Agreement, each of the Majority Committed Lenders and the Borrower hereby appoints Bank of America, N.A. (“BANA”) as Administrative Agent under the Receivables Loan Agreement and the other Facility DB1/ 102789914.6 3 Documents to take such actions as agent on its behalf and to exercise such powers as are delegated to the Administrative Agent by the terms of the Receivables Loan Agreement together with such powers as are reasonably incidental thereto. Each of the Borrower, the Lenders, and each of the other parties party hereto hereby waives any notice requirements in connection with the resignation of the Predecessor Administrative Agent as Administrative Agent and the appointment of BANA as successor Administrative Agent under the Receivables Loan Agreement. BANA hereby accepts its appointment as Administrative Agent under the Receivables Loan Agreement and the other Facility Documents and shall hereby succeed to and, from and after the date hereof, be vested with all the rights, powers, privileges, duties and protections of the Administrative Agent under the Receivables Loan Agreement and each of the other Facility Documents, in each case with like effect as if BANA were originally named as Administrative Agent under the Receivables Loan Agreement and each of the other Facility Documents. The Predecessor Administrative Agent shall execute and deliver such instruments as may be prepared by BANA and are in form and substance reasonably satisfactory to the Predecessor Administrative Agent, and do such other things as BANA may reasonably request, so as to more fully and certainly vest and confirm upon BANA the rights, powers, privileges, obligations, duties and protections of the Administrative Agent. Upon the Effective Date, the Predecessor Administrative Agent shall be discharged from its duties and obligations as Administrative Agent under the Receivables Loan Agreement and under the other Facility Documents; provided, that, notwithstanding the foregoing and any other provisions in the Receivables Loan Agreement, the indemnity and other rights and protections in favor of the Predecessor Administrative Agent as resigning Administrative Agent under the Receivables Loan Agreement (prior to the Effective Date, the “Existing Agreement”) and the other Facility Documents shall continue and the provisions of Articles VIII and IX of the Receivables Loan Agreement shall continue in effect for the benefit of the Predecessor Administrative Agent in its capacity as Administrative Agent as to any actions taken or omitted to be taken by it while the Predecessor Administrative Agent was acting as Administrative Agent under the Existing Agreement and the other Facility Documents. Without limiting the generality of Article VIII and IX of this Agreement, (i) BANA shall have no liability to any Person with respect to actions taken or omitted to be taken by the Predecessor Administrative Agent as Administrative Agent or its sub-agents occurring prior to the Effective Date and (ii) the Predecessor Administrative Agent shall have no liability to any Person with respect to actions taken or omitted to be taken by BANA as Administrative Agent occurring from and after the Effective Date. The indemnification and reimbursement provisions of the Facility Documents, including, without limitation Articles VIII and IX of the Receivables Loan Agreement, shall continue to be effective for the benefit of, and enforceable by, the Predecessor Administrative Agent and its sub-agents with respect to actions taken or omitted to be taken by any of them and other events and conditions occurring prior to the effectiveness of, or in accordance with, this Amendment (such provision, collectively, the “Continuing Indemnities”). As of the Effective Date, the Predecessor Administrative Agent as resigning Administrative Agent hereby confirms that it has not received notice of any pending or overtly threatened claims against it in such capacity or any of its sub-agents, or incurred any losses, obligations, fees, expenses or charges in connection therewith, and with respect to which it would be entitled to reimbursement or indemnity under the Continuing Indemnities.. [Signature Pages Follow] DB1/ 102789914.6 4

Resignation and Appointment of Administrative Agent. On (a) Pursuant to Section 8.05 of the Credit Agreement, on the Effective DateDate (as defined below) (i) the Existing Agent’s resignation as the Administrative Agent shall be effective, the Predecessor Administrative Agent hereby resigns Required Lenders shall accept the resignation of FP as Administrative Agent under the Receivables Loan Agreement Documents, and each FP shall have no further obligations under the Loan Documents in its capacity as Administrative Agent (other than the obligations set forth in Section 5 below), (ii) the Required Lenders hereby appoint Wilmington Trust to act as the Successor Agent, effective as of the other Facility Effective Date, (iii) the Borrower hereby consents to the appointment of Wilmington Trust to act as the Successor Agent, (iv) the Successor Agent hereby accepts the appointment to act as the Administrative Agent under the Loan Documents, and, pursuant to and (v) the Borrower and the Required Lenders hereby waive the 5 days’ prior written notice of resignation required by Section 9.07 8.05(a) of the Receivables Loan Existing Credit Agreement, each of the Majority Committed . The Required Lenders and the Borrower hereby appoints Bank of America, N.A. (“BANA”) as Administrative Agent under waive any other inconsistency or conflict with the Receivables Loan Agreement and the other Facility Documents to take such actions as agent on its behalf and to exercise such powers as are delegated to the Administrative Agent by the terms provisions in Section 8.05 of the Receivables Loan Credit Agreement together with such powers as are reasonably incidental thereto. Each of the Borrower, the Lenders, and each of the other parties party hereto hereby waives any notice requirements in connection with respect to the resignation of the Predecessor Administrative Agent FP as Administrative Agent and the appointment of BANA Wilmington Trust as successor Administrative the Successor Agent. Each of the parties hereto agrees to execute all documents and take such further action as necessary to evidence the appointment of Wilmington Trust as the Successor Agent under and the Receivables Loan Agreement. BANA assignment of the Liens and security interests to the Successor Agent hereunder. (b) The Existing Agent hereby accepts assigns to the Successor Agent each of the Liens and security interests assigned to the Existing Agent (in its appointment capacity as Administrative Agent under the Receivables Loan Credit Agreement and the other Facility Loan Documents for the benefit of the Secured Parties) under the Loan Documents, and the Successor Agent hereby assumes all such Liens, for its benefit and for the benefit of the Secured Parties, as described herein. (c) Wilmington Trust’s appointment as Successor Agent and the assignment and assumption of the Liens and security interests described above shall hereby succeed to and, from and after be effective on the date on which all of the following conditions have been satisfied (such date, the “Effective Date”): (i) the Existing Agent receives duly executed counterparts (in accordance with Section 18 hereof) of this Agreement that, be vested with all when taken together, bear the rightssignatures of the Existing Agent, powersthe Borrower, privileges, duties the Successor Agent and protections of the Required Lenders; (ii) the Successor Agent and the Borrower shall have executed and delivered a fee letter in relation to the annual agency fee and any other related fees paid to the Administrative Agent under by the Receivables Loan Agreement Borrower (the “Successor Agent Fee Letter”); and each (iii) the Successor Agent shall have received payment in immediately available funds of the other Facility Documentsits accrued and unpaid fees, in each case with like effect costs and expenses (including, without limitation, legal expenses) pertaining to its role as if BANA were originally named as Administrative Successor Agent under the Receivables Loan Agreement Documents, including any fees, costs and each of the other Facility Documents. The Predecessor Administrative Agent shall execute and deliver such instruments as may be prepared by BANA and are in form and substance reasonably satisfactory expenses pursuant to the Predecessor Administrative Agent, and do such other things as BANA may reasonably request, so as to more fully and certainly vest and confirm upon BANA the rights, powers, privileges, obligations, duties and protections of the Administrative Agent. Successor Agent Fee Letter or Section 7(a) below. (d) Upon the Effective Date, the Predecessor Administrative Existing Agent shall be discharged from its duties and obligations each of the Loan Parties authorizes the Successor Agent to file any assignments or amendments with respect to the UCC financing statements (including the UCC financing statements set forth on Schedule 4), mortgages, filings at the United States Patent and Trademark Office and the United States Copyright Office, and other filings in respect of the Collateral as the Successor Agent reasonably deems necessary or appropriate (at the instruction of the Required Lenders) to evidence the Successor Agent’s succession as Administrative Agent under the Receivables Loan Credit Agreement and under the Loan Documents and each Loan Party agrees to execute any documentation and to take such other Facility Documentsactions as may reasonably be necessary to evidence the resignation and appointment described herein; provided, that, notwithstanding provided that the foregoing and any other provisions in the Receivables Loan Agreement, the indemnity and other rights and protections in favor of the Predecessor Administrative Existing Agent as resigning Administrative Agent under the Receivables Loan Agreement (prior to the Effective Date, the “Existing Agreement”) and the other Facility Documents shall continue and the provisions of Articles VIII and IX of the Receivables Loan Agreement shall continue in effect bear no responsibility for the benefit of the Predecessor Administrative Agent in its capacity as Administrative Agent as to any actions taken or omitted to be taken by it while the Predecessor Administrative Agent was acting as Administrative Successor Agent under the Existing Agreement and the other Facility Documents. Without limiting the generality of Article VIII and IX of this Agreement, clause (i) BANA shall have no liability to any Person with respect to actions taken or omitted to be taken by the Predecessor Administrative Agent as Administrative Agent or its sub-agents occurring prior to the Effective Date and (ii) the Predecessor Administrative Agent shall have no liability to any Person with respect to actions taken or omitted to be taken by BANA as Administrative Agent occurring from and after the Effective Date. The indemnification and reimbursement provisions of the Facility Documents, including, without limitation Articles VIII and IX of the Receivables Loan Agreement, shall continue to be effective for the benefit of, and enforceable by, the Predecessor Administrative Agent and its sub-agents with respect to actions taken or omitted to be taken by any of them and other events and conditions occurring prior to the effectiveness of, or in accordance with, this Amendment (such provision, collectively, the “Continuing Indemnities”d). As of the Effective Date, the Predecessor Administrative Agent as resigning Administrative Agent hereby confirms that it has not received notice of any pending or overtly threatened claims against it in such capacity or any of its sub-agents, or incurred any losses, obligations, fees, expenses or charges in connection therewith, and with respect to which it would be entitled to reimbursement or indemnity under the Continuing Indemnities.

Resignation and Appointment of Administrative Agent. On (a) Substantially concurrently with the Effective Dateamendments to the Existing Credit Agreement described in Section 2 hereof, pursuant to Section 8.09 of the Predecessor Existing Credit Agreement, (i) the Required Lenders (as defined in the Existing Credit Agreement) and the Borrower hereby accept the resignation of the Existing Administrative Agent hereby resigns as the Administrative Agent under the Receivables Loan Agreement Documents, (ii) the Required Lenders hereby appoint Deutsche Bank AG New York Branch to act as the New Administrative Agent, (iii) the Borrower hereby consents to the appointment of Deutsche Bank AG New York Branch as the New Administrative Agent and (iv) each of the other Facility Documentsparties hereto waives any applicable notice period or consent requirements under the Loan Documents with respect to the actions described in the preceding clauses (i), and(ii) and (iii), pursuant to Section 9.07 in each case effective as of the Receivables Loan Agreement, each of the Majority Committed Lenders Restatement Effective Date. (b) The Existing Administrative Agent and the Borrower hereby appoints Bank of America, N.A. (“BANA”) as New Administrative Agent under are hereby authorized by the Receivables Lenders to enter into any amendments to any Loan Document or other documentation (including the Resignation and Assignment Agreement substantially in the form of Exhibit C hereto (the “Resignation and the other Facility Documents Assignment Agreement”)) or assignments and to take such actions as agent (including making filings) desirable to effect such resignation and appointment. Further, the Required Lenders, on its behalf and to exercise such powers as are delegated to the Administrative Agent by the terms of the Receivables Loan Agreement together with such powers as are reasonably incidental thereto. Each of the Borrower, the Lenders, hereby agree to be bound by the Resignation and each of the other parties party hereto hereby waives any notice requirements in connection with the resignation of the Predecessor Administrative Agent as Administrative Agent and the appointment of BANA as successor Administrative Agent under the Receivables Loan Assignment Agreement. BANA hereby accepts its appointment as Administrative Agent under The parties hereto agree that, upon the Receivables Loan Agreement and the other Facility Documents and Restatement Effective Date, Deutsche Bank AG New York Branch shall hereby succeed to and, from and after the date hereof, be become vested with all the rights, powers, privileges, powers and duties and protections of the Administrative Agent under the Receivables Amended and Restated Term Loan Credit Agreement and each of the other Facility Loan Documents, in each case with like effect as if BANA were originally named as Administrative Agent under and the Receivables Loan Agreement and each of the other Facility Documents. The Predecessor Administrative Agent shall execute and deliver such instruments as may be prepared by BANA and are in form and substance reasonably satisfactory to the Predecessor term “Administrative Agent, and do such other things as BANA may reasonably request, so as to more fully and certainly vest and confirm upon BANA the rights, powers, privileges, obligations, duties and protections of the Administrative Agent” shall mean Deutsche Bank AG New York Branch. Upon the Restatement Effective Date, the Predecessor Deutsche Bank Trust Company Americas’ duties as Administrative Agent shall be discharged from its duties and obligations as Administrative Agent under the Receivables Loan Agreement and under the other Facility Documents; providedterminated, that, notwithstanding the foregoing and without any other provisions in or further act or deed on the Receivables Loan Agreement, the indemnity and other rights and protections in favor part of the Predecessor Administrative Agent as resigning Administrative Agent under the Receivables Loan Agreement (prior Deutsche Bank Trust Company Americas or any parties to the Effective Date, the “Existing Amended and Restated Term Loan Credit Agreement”) and the other Facility Documents shall continue and the provisions of Articles VIII and IX of the Receivables Loan Agreement shall continue in effect for the benefit of the Predecessor Administrative Agent in its capacity as Administrative Agent as to any actions taken or omitted to be taken by it while the Predecessor Administrative Agent was acting as Administrative Agent under the Existing Agreement and the other Facility Documents. Without limiting the generality of Article VIII and IX of this Agreement, (i) BANA shall have no liability to any Person with respect to actions taken or omitted to be taken by the Predecessor Administrative Agent as Administrative Agent or its sub-agents occurring prior to the Effective Date and (ii) the Predecessor Administrative Agent shall have no liability to any Person with respect to actions taken or omitted to be taken by BANA as Administrative Agent occurring from and after the Effective Date. The indemnification and reimbursement provisions of the Facility Documents, including, without limitation Articles VIII and IX of the Receivables Loan Agreement, shall continue to be effective for the benefit of, and enforceable by, the Predecessor Administrative Agent and its sub-agents with respect to actions taken or omitted to be taken by any of them and other events and conditions occurring prior to the effectiveness of, or in accordance with, this Amendment (such provision, collectively, the “Continuing Indemnities”). As of the Effective Date, the Predecessor Administrative Agent as resigning Administrative Agent hereby confirms that it has not received notice of any pending or overtly threatened claims against it in such capacity or any of its sub-agents, or incurred any losses, obligations, fees, expenses or charges in connection therewith, and with respect to which it would be entitled to reimbursement or indemnity under the Continuing Indemnities.

Resignation and Appointment of Administrative Agent. On Upon the Effective Datesatisfaction of the conditions set forth in Section 2 of this Amendment: 5.1 Natixis, the Predecessor in its capacity as Administrative Agent (the “Resigning Agent”) hereby resigns as “Administrative Agent Agent” under the Receivables Loan Credit Agreement and each effective as of the other Facility Documentsdate of this Amendment. The Lenders party hereto, andwhich constitute the Majority Lenders, pursuant to Section 9.07 hereby appoint TD, and TD hereby accepts its appointment, as successor “Administrative Agent” under the Credit Agreement effective as of the Receivables date of this Amendment. The Loan AgreementParties hereby acknowledge and agree to such resignation, each of the Majority Committed Lenders such appointment, and the Borrower hereby appoints Bank of America, N.A. (“BANA”) as Administrative Agent under the Receivables Loan Agreement and the other Facility Documents to take such actions as agent on its behalf and to exercise such powers as are delegated to the Administrative Agent by the terms of the Receivables Loan Agreement together with such powers as are reasonably incidental theretoacceptance. Each of the Borrower, the Lenders, Loan Parties ratifies and each of the other parties party hereto hereby waives any notice requirements in connection with the resignation of the Predecessor Administrative Agent as Administrative Agent and the appointment of BANA as successor Administrative Agent under the Receivables Loan Agreement. BANA hereby accepts its appointment as Administrative Agent under the Receivables Loan Agreement and the other Facility Documents and shall hereby succeed to and, from and after the date hereof, be vested with all the rights, powers, privileges, duties and protections of the Administrative Agent under the Receivables Loan Agreement and each of the other Facility Documents, in each case with like effect as if BANA were originally named as Administrative Agent under the Receivables Loan Agreement and each of the other Facility Documents. The Predecessor Administrative Agent shall execute and deliver such instruments as may be prepared by BANA and are in form and substance reasonably satisfactory to the Predecessor Administrative Agent, and do such other things as BANA may reasonably request, so as to more fully and certainly vest and confirm upon BANA the rights, powers, privileges, obligations, duties and protections of the Administrative Agent. Upon the Effective Date, the Predecessor Administrative Agent shall be discharged from its duties and obligations as Administrative Agent under the Receivables Loan Agreement and under the other Facility Documents; provided, that, notwithstanding the foregoing and any other provisions in the Receivables Loan Agreement, the indemnity and other rights and protections in favor of the Predecessor Administrative Agent as resigning Administrative Agent under the Receivables Loan Agreement (prior to the Effective Date, the “Existing Agreement”) and the other Facility Documents shall continue and confirms that the provisions of Articles VIII ARTICLE XI and IX Section 12.03 of the Receivables Loan Credit Agreement shall continue in effect for the benefit of the Predecessor Administrative Agent in its capacity as Administrative Agent as to any actions taken or omitted to be taken by it while the Predecessor Administrative Agent was acting as Administrative Agent under the Existing Agreement and the other Facility Documents. Without limiting the generality of Article VIII and IX of this AgreementResigning Agent, (i) BANA shall have no liability to any Person with respect to actions taken or omitted to be taken by the Predecessor Administrative Agent as Administrative Agent or its sub-agents occurring prior to the Effective Date and (ii) the Predecessor Administrative Agent shall have no liability to their respective Related Parties in respect of any Person with respect to actions taken or omitted to be taken by BANA as Administrative Agent occurring from and after the Effective Date. The indemnification and reimbursement provisions of the Facility Documents, including, without limitation Articles VIII and IX of the Receivables Loan Agreement, shall continue to be effective for the benefit of, and enforceable by, the Predecessor Administrative Agent and its sub-agents with respect to actions taken or omitted to be taken by any of them (a) while it was acting as “Administrative Agent” and/or (b) related to the transactions contemplated hereby. 5.2 The Resigning Agent hereby grants, assigns, transfers and conveys unto Administrative Agent, for the benefit of Administrative Agent and each of the Secured Parties, and Administrative Agent hereby accepts, all powers of attorney, security interests, mortgages, Liens, collateral and other events rights, titles, indemnities, interests, privileges, claims, demands, equities and conditions occurring prior charges of the Resigning Agent as the mortgagee, secured party, pledgee or beneficiary, whether now or hereafter existing under or pursuant to the effectiveness ofSecurity Instruments or any other Liens of record in favor of the Resigning Agent in its capacity as the administrative agent under the Credit Agreement and all other rights, benefits, remedies and privileges of the Resigning Agent in its capacity as the holder, mortgagee, secured party, pledgee or in accordance with, this Amendment beneficiary of the security and the collateral under or pursuant to the Credit Agreement and the other Loan Documents (such provision, collectively, the “Continuing IndemnitiesAssigned Security Interests”). As . 5.3 From and after the date of this Amendment, each of the Effective DateLoan Parties acknowledges and agrees that each reference in the Assigned Security Interests to “Administrative Agent” shall mean and be a reference to TD, the Predecessor in TD’s capacity as Administrative Agent. Each Loan Party authorizes Administrative Agent to prepare and file all notices, assignments and other documents as resigning may be necessary or convenient to evidence the Resigning Agent’s resignation and the appointment of TD as “Administrative Agent hereby confirms that it has not received notice of any pending or overtly threatened claims against it in such capacity or any of its sub-agents, or incurred any losses, obligations, fees, expenses or charges in connection therewith, and with respect to which it would be entitled to reimbursement or indemnity under the Continuing IndemnitiesAgent.”

Resignation and Appointment of Administrative Agent. On the Effective DateExisting Agent hereby notifies Transferor, the Predecessor Administrative Collection Agent and GECC Funding Agent that it hereby resigns as Administrative Agent as provided under the Receivables Loan Agreement and each Section 8.09 of the other Facility DocumentsTransfer Agreement. Transferor, and, pursuant to Collection Agent and GECC Funding Agent hereby accept such resignation and agree that such notification is sufficient under Section 9.07 8.09 of the Receivables Loan Transfer Agreement, each notwithstanding anything to the contrary contained in such Section, including the requirement for 30 days' prior notice of such resignation. GECC Committed Purchaser, constituting at least the Majority Required Committed Lenders and the Borrower Purchasers, hereby appoints Bank of America, N.A. (“BANA”) as Administrative Agent under the Receivables Loan Agreement and the other Facility Documents to take such actions as agent on its behalf and to exercise such powers as are delegated to the Administrative Agent by the terms of the Receivables Loan Agreement together with such powers as are reasonably incidental thereto. Each of the Borrower, the Lenders, and each of the other parties party hereto hereby waives any notice requirements in connection with the resignation of the Predecessor Administrative Successor Agent as Administrative Agent. Successor Agent and the appointment of BANA as successor Administrative Agent under the Receivables Loan Agreement. BANA hereby accepts its such appointment as Administrative and Transferor and Collection Agent under hereby acknowledge and approve of such appointment. Transferor, Collection Agent, GECC Committed Purchaser and GECC Funding Agent hereby acknowledge and agree that the Receivables Loan Agreement provisions of Sections 2.20 (Indemnities by Transferor), 2.22 (Indemnities for Taxes), 2.23 (Other Costs, Expenses and the other Facility Documents Related Matters), 6.10 (Collection Agent Indemnification of Indemnified Parties) and shall hereby succeed to and, from and after the date hereof, be vested with all the rights, powers, privileges, duties and protections 8.07 (Indemnification) of the Administrative Agent under the Receivables Loan Agreement and each of the other Facility DocumentsTransfer Agreement, in each case with like effect case, as if BANA were originally named as Administrative Agent under the Receivables Loan Agreement and each of the other Facility Documents. The Predecessor Administrative Agent shall execute and deliver such instruments as may be prepared by BANA and are in form and substance reasonably satisfactory they pertain to the Predecessor Administrative Existing Agent, shall survive Existing Agent's resignation hereunder, and do such other things as BANA may reasonably request, so as shall inure to more fully and certainly vest and confirm upon BANA the rights, powers, privileges, obligations, duties and protections of the Administrative Agent. Upon the Effective Date, the Predecessor Administrative Agent shall be discharged from its duties and obligations as Administrative Agent under the Receivables Loan Agreement and under the other Facility Documents; provided, that, notwithstanding the foregoing and any other provisions in the Receivables Loan Agreement, the indemnity and other rights and protections in favor of the Predecessor Administrative Agent as resigning Administrative Agent under the Receivables Loan Agreement (prior to the Effective Date, the “Existing Agreement”) and the other Facility Documents shall continue and the provisions of Articles VIII and IX of the Receivables Loan Agreement shall continue in effect for the benefit of the Predecessor Administrative Agent in its capacity as Administrative Existing Agent as to any actions taken or omitted to be taken by it while the Predecessor Existing Agent was Administrative Agent was acting under the Transfer Agreement and the other Transaction Documents. Each of the parties hereto agree to execute or deliver all documents Successor Agent reasonably believes are necessary or desirable to evidence its appointment as successor Administrative Agent; provided that the failure to comply with this sentence by any party hereto (other than Transferor or Collection Agent) shall not result in breach of this Third Amendment or a Potential Termination Event or Termination Event under the Transfer Agreement or any other Transaction Document. Existing Agent hereby authorizes Successor Agent to execute, deliver and file all documents Successor Agent believes are necessary or desirable to evidence its appointment as successor Administrative Agent, including, but not limited to, amending the UCC financing statements and/or amendments filed with respect to the Transfer Agreement and other Transaction Documents and taking any other actions as the "Secured Party of Record" (under and in accordance with Article 9 of the Uniform Commercial Code) with respect to the Transfer Agreement and other Transaction Documents. Existing Agent hereby transfers and assigns to Successor Agent, and Successor Agent hereby accepts and assumes, all of Existing Agent's right, title and interest in, to and under the Transfer Agreement and the other Transaction Documents, including, without limitation, with respect to any liens, mortgages and security interests derived thereunder with respect to the property of Transferor or any Seller, which liens, mortgages and security interests are, in all respects, continuing in effect and hereby are affirmed; provided that such right, title and interest shall be limited to Existing Agent's right, title and interest as Administrative Agent under such Transfer Agreement and other Transaction Documents. Such transfer and assignment is without recourse, representation or warranty of any kind, other than with respect to the representations and warranties of Existing Agent set forth in Section 1(e) of this Third Amendment. Existing Agent hereby agrees that to the extent that any lien, mortgage or security interest is not effectively assigned to Successor Agent as of the date hereof, to act, at the cost and expense of Transferor and Collection Agent, as the collateral agent for Successor Agent with respect to such mortgage, lien or security interest under the Transfer Agreement and the other Transaction Documents for the period commencing on the Third Amendment Effective Date and continuing until thirty (30) days thereafter or such earlier date as Successor Agent may request (it being understood and agreed that any reference to Existing Agent on any publicly filed document, to the extent such filing relates to the mortgages, liens and security interests assigned hereunder and until such filing is modified to reflect Successor Agent's interests, shall, with respect to such liens, mortgages and security interests, constitute a reference to Existing Agent as collateral agent for Successor Agent). The parties hereto agree that Existing Agent's role as collateral agent shall impose no duties, obligations or liabilities on Existing Agent. In connection with the foregoing, Existing Agent hereby represents and warrants to Successor Agent, GECC Committed Purchaser and GECC Funding Agent that Existing Agent transfers its right, title and interest as Administrative Agent under the Existing Transfer Agreement and the other Facility Documents. Without limiting the generality of Article VIII Transaction Documents free and IX of this Agreement, (i) BANA shall have no liability to any Person with respect to actions taken or omitted to be taken by the Predecessor Administrative Agent as Administrative Agent or its sub-agents occurring prior to the Effective Date and (ii) the Predecessor Administrative Agent shall have no liability to any Person with respect to actions taken or omitted to be taken by BANA as Administrative Agent occurring from and after the Effective Date. The indemnification and reimbursement provisions of the Facility Documents, including, without limitation Articles VIII and IX of the Receivables Loan Agreement, shall continue to be effective for the benefit of, and enforceable by, the Predecessor Administrative Agent and its sub-agents with respect to actions taken or omitted to be taken by any of them and other events and conditions occurring prior to the effectiveness of, or in accordance with, this Amendment (such provision, collectively, the “Continuing Indemnities”). As of the Effective Date, the Predecessor Administrative Agent as resigning Administrative Agent hereby confirms that it has not received notice clear of any pending lien, mortgage, security interest or overtly threatened claims against it in such capacity or any of its sub-agents, or incurred any losses, obligations, fees, expenses or charges in connection therewith, and with respect to which it would be entitled to reimbursement or indemnity under the Continuing Indemnitiesother Adverse Claim.