Common use of Resignation of Agent Clause in Contracts

Resignation of Agent. The Agent may at any time give notice of its resignation to the Lenders and the Borrower. Upon receipt of any such notice of resignation, the Required Lenders shall have the right, with the consent of the Borrower so long as no Event of Default has occurred and is continuing, to appoint a successor, which shall be a bank with an office in the United States of America, or an Affiliate of any such bank with an office in the United States of America. If no such successor shall have been so appointed by the Required Lenders and shall have accepted such appointment within 45 days after the retiring Agent gives notice of its resignation, then the retiring Agent may, on behalf of the Lenders, appoint a successor Agent meeting the qualifications set forth above; provided that if the Agent shall notify the Borrower and the Lenders that no qualifying Person has accepted such appointment, then such resignation shall nonetheless become effective in accordance with such notice and (1) the retiring Agent shall be discharged from its duties and obligations hereunder and under the other Loan Documents (except that in the case of any collateral security held by the Agent on behalf of the Lenders under any of the Loan Documents, the retiring Agent shall continue to hold such collateral security until such time as a successor Agent is appointed) and (2) all payments, communications and determinations provided to be made by, to or through the Agent shall instead be made by or to each Lender directly, until such time as the Required Lenders appoint a successor Agent as provided for above in this Section. Upon the acceptance of a successor’s appointment as Agent hereunder, such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring (or retired) Agent, and the retiring Agent shall be discharged from all of its duties and obligations hereunder or under the other Loan Documents (if not already discharged therefrom as provided above in this Section). The fees payable by the Borrower to a successor Agent shall be as agreed between the Borrower and such successor. After the retiring Agent’s resignation hereunder and under the other Loan Documents, the provisions of this Article and Section 8.04 shall continue in effect for the benefit of such retiring Agent, its sub-agents and their respective Related Parties in respect of any actions taken or omitted to be taken by any of them while the retiring Agent was acting as Agent.

Resignation of Agent. The Agent may at any time give resign as Agent upon thirty (30) days’ notice of its resignation to the Lenders and Investors. If the Borrower. Upon receipt of any such notice of resignationAgent resigns under this Agreement, the Required Lenders Investors shall have appoint from among the right, with Program Support Providers a successor agent for the consent of the Borrower so long as no Event of Default has occurred and is continuing, to appoint a successor, which shall be a bank with an office in the United States of America, or an Affiliate of any such bank with an office in the United States of AmericaInvestors. If no such successor shall have been so agent is appointed by prior to the Required Lenders and shall have accepted such appointment within 45 days after the retiring Agent gives notice of its resignation, then the retiring Agent may, on behalf effective date of the Lendersresignation of the Agent, appoint the Agent may appoint, after consulting with the Investors, a successor Agent meeting agent from among the qualifications set forth above; provided that if the Agent shall notify the Borrower and the Lenders that no qualifying Person has accepted such appointment, then such resignation shall nonetheless become effective in accordance with such notice and (1) the retiring Agent shall be discharged from its duties and obligations hereunder and under the other Loan Documents (except that in the case of any collateral security held by the Agent on behalf of the Lenders under any of the Loan Documents, the retiring Agent shall continue to hold such collateral security until such time as a successor Agent is appointed) and (2) all payments, communications and determinations provided to be made by, to or through the Agent shall instead be made by or to each Lender directly, until such time as the Required Lenders appoint a successor Agent as provided for above in this SectionProgram Support Providers. Upon the acceptance of a successor’s its appointment as Agent successor agent hereunder, such successor agent shall succeed to and become vested with all of the rights, powers, privileges powers and duties of the retiring (or retired) Agent and the term “Agent, ” shall mean such successor agent and the retiring Agent’s appointment, powers and duties as Agent shall be discharged from all of its duties and obligations hereunder or under the other Loan Documents (if not already discharged therefrom as provided above in this Section). The fees payable by the Borrower to a successor Agent shall be as agreed between the Borrower and such successorterminated. After the any retiring Agent’s resignation hereunder and under the other Loan Documentsas Agent, the provisions of this Article Section 7.09 and Section 8.04 Sections 7.03 and 7.07 shall continue in effect for the inure to its benefit of such retiring Agent, its sub-agents and their respective Related Parties in respect of as to any actions taken or omitted to be taken by any it while it was the Agent under this Agreement. If no successor agent has accepted appointment as Agent by the date which is thirty (30) days following a retiring Agent’s notice of them while resignation, the retiring Agent’s resignation shall nevertheless thereupon become effective and the Program Support Providers shall perform all of the duties of the Agent was acting hereunder until such time, if any, as Agentthe Investors appoint a successor agent as provided for above; provided that until such time as a successor agent shall have been appointed, the resigning Agent shall continue to hold the Purchased Note as “nominee” for the Investors.

Resignation of Agent. The Each Agent may at any time give notice of its resignation to the Lenders Lenders, the Issuing Lender and the Borrower. Upon receipt of any such notice of resignation, the Required Lenders shall have the right, in consultation with the consent of the Borrower so long as no Event of Default has occurred and is continuingBorrower, to appoint a successor, which shall be a bank with an office in the United States of AmericaStates, or an Affiliate of any such bank with an office in the United States of AmericaStates. If no such successor shall have been so appointed by the Required Lenders and shall have accepted such appointment within 45 30 days after the retiring Agent gives notice of its resignation, then the retiring Agent may, may on behalf of the LendersLenders and the Issuing Lender, appoint a successor Agent meeting the qualifications set forth above; provided that if the Agent shall notify the Borrower and the Lenders that no qualifying Person has accepted such appointment, then such resignation shall nonetheless become effective in accordance with such notice and (1) the retiring Agent shall be discharged from its duties and obligations hereunder and under the other Loan Documents (except that in the case of any collateral security held by the Collateral Agent on behalf of the Lenders or the Issuing Lender under any of the Loan Documents, the retiring Collateral Agent shall continue to hold such collateral security as nominee until such time as a successor Collateral Agent is appointed) and (2) all payments, communications and determinations provided to be made by, to or through the an Agent shall instead be made by or to each Lender and the Issuing Lender directly, until such time as the Required Lenders appoint a successor Agent as provided for above in this Sectionparagraph. Upon the acceptance of a successor’s appointment as Agent hereunder, such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring (or retired) Agent, and the retiring Agent shall be discharged from all of its duties and obligations hereunder or under the other Loan Documents (if not already discharged therefrom as provided above in this Sectionparagraph). The fees payable by the Borrower to a successor Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Borrower and such successor. After the retiring Agent’s resignation hereunder and under the other Loan Documents, the provisions of this Article Section 9 and Section 8.04 11.5 shall continue in effect for the benefit of such retiring Agent, its sub-agents and their respective Related Parties in respect of any actions taken or omitted to be taken by any of them while the retiring Agent was acting as Agent.

Resignation of Agent. The Agent may resign as such at any time give upon thirty days' prior written notice of its resignation to the Lenders Borrowers and the BorrowerBanks. Upon receipt In the event of any such notice of resignation, the Required Lenders shall have Company and the rightMajority Banks shall, with by an instrument in writing delivered to the consent of Banks and the Borrower so long as no Event of Default has occurred and is continuingAgent, to appoint a successor, which shall be a Bank or any other commercial bank with an office in organized under the laws of the United States or any State thereof and having a combined capital and surplus of Americaat least $500,000,000. If a successor is not so appointed or does not accept such appointment before the Agent's resignation becomes effective, or an Affiliate of any the resigning Agent may appoint a temporary successor to act until such bank with an office appointment by the Company and the Majority Banks is made and accepted, which temporary successor must also meet the standards set forth in the United States of Americapreceding sentence. If no such Any successor shall have been so appointed by the Required Lenders and shall have accepted such appointment within 45 days after the retiring Agent gives notice of its resignation, then the retiring Agent may, on behalf of the Lenders, appoint a successor Agent meeting the qualifications set forth above; provided that if to the Agent shall notify execute and deliver to the Borrower Borrowers and the Lenders that no qualifying Person has accepted Banks an instrument accepting such appointment, then such resignation shall nonetheless become effective in accordance with such notice appointment and (1) the retiring Agent shall be discharged from its duties and obligations hereunder and under the other Loan Documents (except that in the case of any collateral security held by the Agent on behalf of the Lenders under any of the Loan Documents, the retiring Agent shall continue to hold such collateral security until such time as a successor Agent is appointed) and (2) all payments, communications and determinations provided to be made by, to or through the Agent shall instead be made by or to each Lender directly, until such time as the Required Lenders appoint a successor Agent as provided for above in this Section. Upon the acceptance of a successor’s appointment as Agent hereunder, thereupon such successor Agent, without further act, deed, conveyance or transfer shall succeed to and become vested with all of the properties, rights, interests, powers, privileges authorities and duties obligations of the retiring (or retired) its predecessor hereunder with like effect as if originally named as Agent hereunder. Upon request of such successor Agent, the Borrowers and the retiring resigning Agent shall execute and deliver such instruments of conveyance, assignment and further assurance and do such other things as may reasonably be discharged from required for more fully and certainly vesting and confirming in such successor Agent all of its duties such properties, rights, interests, powers, authorities and obligations hereunder or under the other Loan Documents (if not already discharged therefrom as provided above in this Section)obligations. The fees payable by the Borrower to a successor Agent shall be as agreed between the Borrower and such successor. After the retiring Agent’s resignation hereunder and under the other Loan Documents, the provisions of this Article and Section 8.04 VII shall continue in effect thereafter remain effective for the benefit of such retiring Agent, its sub-agents and their respective Related Parties in resigning Agent with respect of to any actions taken or omitted to be taken by any of them such Agent while the retiring Agent was acting as Agentthe Agent hereunder.

Resignation of Agent. The Subject to the appointment and acceptance of a successor Agent as provided below, Agent may resign at any time give by giving notice of its resignation thereof to the Lenders and the Borrower. Upon receipt of any such notice of resignation, the resignation Required Lenders shall have the rightright to appoint a successor Agent and, with the consent of the Borrower so long as no Event of Default has occurred and is continuing, to appoint a successorwith the consent of Borrower, which consent shall not be a bank with an office in the United States of America, or an Affiliate of any such bank with an office in the United States of Americaunreasonably withheld. If no such successor Agent shall have been so appointed by the Required Lenders Lenders, so consented to by Borrower and shall have accepted such appointment within 45 30 days after the retiring Agent gives Agent’s giving of notice of its resignation, then the retiring Agent may, on behalf of Lenders and, so long as no Default has occurred and is continuing, with the Lendersconsent of Borrower (which consent shall not be unreasonably withheld or delayed), appoint a successor Agent, that shall be a financial institution with a combined capital and surplus or net worth of at least $500,000,000. Upon the acceptance of any appointment as Agent meeting the qualifications set forth above; provided that if the hereunder by a successor Agent shall notify the Borrower and the Lenders that no qualifying Person has accepted such appointment, then such resignation shall nonetheless become effective in accordance with the terms hereof, such notice successor Agent shall thereupon succeed to and (1) 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 the other Loan Documents (except that in the case of any collateral security held by the Agent on behalf of the Lenders under any of the Loan Documents, the retiring Agent shall continue to hold such collateral security until such time as a successor Agent is appointed) and (2) all payments, communications and determinations provided to be made by, to or through the Agent shall instead be made by or to each Lender directly, until such time as the Required Lenders appoint a successor Agent as provided for above in this Section. Upon the acceptance of a successor’s appointment as Agent hereunder, such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring (or retired) Agent, and the retiring Agent shall be discharged from all of its duties and obligations hereunder or under the other Loan Documents (if not already discharged therefrom as provided above in this Section). The fees payable by the Borrower to a successor Agent shall be as agreed between the Borrower and such successor. After the any retiring Agent’s resignation hereunder and under the other Loan Documentsas Agent, the provisions of this Article and Section 8.04 9 shall continue in effect for the its benefit of such retiring Agent, its sub-agents and their respective Related Parties in respect of any actions taken or omitted to be taken by any of them it while the retiring Agent it was acting as Agent.

Resignation of Agent. The Agent may at any time give notice of its resignation to Lenders, the Lenders L/C Issuer and the Borrower. Upon receipt of any such notice of resignation, the Required Lenders shall have the right, in consultation with the consent of the Borrower so long as no Event of Default has occurred and is continuingBorrower, to appoint a successor, which shall be a bank with an office in the United States of AmericaStates, or an Affiliate of any such bank with an office in the United States of AmericaStates. If no such successor shall have been so appointed by the Required Lenders and shall have accepted such appointment within 45 thirty (30) days after the retiring Agent gives notice of its resignation, then the retiring Agent may, may on behalf of Lenders and the LendersL/C Issuer, appoint a successor Agent meeting the qualifications set forth above; provided that if the Agent shall notify the Borrower and the Lenders that no qualifying Person has accepted such appointment, then such resignation shall nonetheless become effective in accordance with such notice and (1) the retiring Agent shall be discharged from its duties and obligations hereunder and under the other Loan Documents (except that in the case of any collateral security held by the Agent on behalf of the Lenders or the L/C Issuer under any of the Loan Documents, the retiring Agent shall continue to hold such collateral security until such time as a successor Agent is appointed) and (2) all payments, communications and determinations provided to be made by, to or through the Agent shall instead be made by or to each Lender and the L/C Issuer directly, until such time as the Required Lenders appoint a successor Agent as provided for above in this Section. Upon the acceptance of a successor’s appointment as Agent hereunder, such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring (or retired) Agent, and the retiring Agent shall be discharged from all of its duties and obligations hereunder or under the other Loan Documents (if not already discharged therefrom as provided above in this Section). The fees payable by the Borrower to a successor Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Borrower and such successor. After the retiring Agent’s resignation hereunder and under the other Loan Documents, the provisions of this Article and Section 8.04 10.04 shall continue in effect for the benefit of such retiring Agent, its sub-sub agents and their respective Related Parties in respect of any actions taken or omitted to be taken by any of them while the retiring Administrative Agent was acting as Administrative Agent. Any resignation by MUFG Union Bank, N.A. as Agent pursuant to this Section shall also constitute its resignation as L/C Issuer and Swing Line Lender. Upon the acceptance of a successor’s appointment as Agent hereunder, (a) such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring L/C Issuer and Swing Line Lender, (b) the retiring L/C Issuer and Swing Line Lender shall be discharged from all of their respective duties and obligations hereunder or under the other Loan Documents, and (c) the successor L/C Issuer shall issue letters of credit in substitution for the Letters of Credit, if any, outstanding at the time of such succession or make other arrangements satisfactory to the retiring L/C Issuer to effectively assume the obligations of the retiring L/C Issuer with respect to such Letters of Credit.

Resignation of Agent. The Agent may at any time give notice of its resignation to the Lenders Banks and the Borrower. Upon receipt of any such notice of resignation, the Required Lenders Majority Banks shall have the right, in consultation with and with the consent approval of the Borrower so long as no Event of Default has occurred and is continuing(which approval shall not be unreasonably withheld), to appoint a successor, which shall be a bank with an office in the United States of AmericaStates, or an Affiliate of any such bank with an office in the United States of AmericaStates. If no such successor shall have been so appointed by the Required Lenders Majority Banks and shall have accepted such appointment within 45 30 days after the retiring Agent gives notice of its resignation, then the retiring Agent may, may on behalf of the LendersBanks, appoint a successor Agent meeting the qualifications set forth above; provided that if the Agent shall notify the Borrower and the Lenders Banks that no qualifying Person has accepted such appointment, then such resignation shall nonetheless become effective in accordance with such notice and (1) the retiring Agent shall be discharged from its duties and obligations hereunder and under the other Loan Documents (except that in the case of any collateral security held by the Agent on behalf of the Lenders Banks under any of the Loan Documents, the retiring Agent shall continue to hold such collateral security until such time as a successor Agent is appointed) and (2) all payments, communications and determinations provided to be made by, to or through the Agent shall instead be made by or to each Lender Bank directly, until such time as the Required Lenders Majority Banks appoint a successor Agent as provided for above in this Section. Upon the acceptance of a successor’s appointment as Agent hereunder, such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring (or retired) Agent, and the retiring Agent shall be discharged from all of its duties and obligations hereunder or under the other Loan Documents (if not already discharged therefrom as provided above in this Section). The fees payable by the Borrower to a successor Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Borrower and such successor. After the retiring Agent’s resignation hereunder and under the other Loan Documents, the provisions of this Article and Section 8.04 9.12 shall continue in effect for the benefit of such retiring Agent, its sub-agents and their respective Related Parties in respect of any actions taken or omitted to be taken by any of them while the retiring Agent was acting as Agent.

Resignation of Agent. The Agent may at any time give notice of its resignation to the Lenders Lenders, the Issuing Bank and the Borrower. Upon receipt of any such notice of resignation, the Required Lenders shall have the right, in consultation with the consent of the Borrower so long as no Event of Default has occurred and is continuingBorrower, to appoint a successor, which shall be a bank with an office in the United States of America, or an Affiliate of any such bank with an office in the United States of America. If no such successor shall have been so appointed by the Required Lenders and shall have accepted such appointment within 45 30 days after the retiring Agent gives notice of its resignation, then the retiring Agent may, may on behalf of the LendersLenders and the Issuing Bank, appoint a successor Agent meeting the qualifications set forth above; above provided that if the Agent shall notify the Borrower and the Lenders that no qualifying Person has accepted such appointment, then such resignation shall nonetheless become effective in accordance with such notice and (1a) the retiring Agent shall be discharged from its duties and obligations hereunder and under the other Loan Documents (except that in the case of any collateral security held by the Agent on behalf of the Lenders or the Issuing Bank under any of the Loan Documents, the retiring Agent shall continue to hold such collateral security until such time as a successor Agent is appointed) and (2b) all payments, communications and determinations provided to be made by, to or through the Agent shall instead be made by or to each Lender and the Issuing Bank directly, until such time as the Required Lenders appoint a successor Agent as provided for above in this Section. Upon the acceptance of a successor’s appointment as Agent hereunder, such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring (or retired) Agent, and the retiring Agent shall be discharged from all of its duties and obligations hereunder or under the other Loan Documents (if not already discharged therefrom as provided above in this Section). The fees payable by the Borrower to a successor Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Borrower and such successor. After the retiring Agent’s resignation hereunder and under the other Loan Documents, the provisions of this Article and Section 8.04 13.1 shall continue in effect for the benefit of such retiring Agent, its sub-agents and their respective Related Parties in respect of any actions taken or omitted to be taken by any of them while the retiring Agent was acting as Agent.

Resignation of Agent. The (a) Agent may at any time give shall have the right to resign as Agent hereunder upon thirty (30) days' prior written notice to Operator, Lessee and Lessor, and in the event of its such resignation, Lessee shall appoint a successor Agent which must be an Eligible Institution. No such resignation to by Agent shall become effective until a successor Agent shall have accepted such appointment and executed an instrument by which it shall have assumed all of the Lenders rights and the Borrowerobligations of Agent hereunder. Upon If no such successor Agent is appointed within sixty (60) days after receipt of any such the resigning Agent's notice of resignation, the Required Lenders resigning Agent may petition a court for the appointment of a successor Agent. (b) In connection with any resignation by Agent, (i) the resigning Agent shall, at the sole cost of Lessee, (A) duly assign, transfer and deliver to the successor Agent this Agreement and all cash and Permitted Investments held by it hereunder, (B) execute such financing statements and other instruments as may be necessary to assign to the successor Agent the security interest in the Collateral existing in favor of the retiring Agent hereunder and to otherwise give effect to such succession and (C) take such other actions as may be reasonably required by Lessor or the successor Agent in connection with the foregoing and (ii) the successor Agent shall establish in its name, as secured party, cash collateral accounts, which shall become the Agent Accounts for purposes of this Agreement upon the succession of such Agent. (c) Lessor at its sole discretion shall have the right, with the consent of the Borrower so long as no Event of Default has occurred and is continuingupon thirty (30) days notice to Agent, to appoint a successor, which shall be a bank replace Agent with an office in the United States of America, or an Affiliate of any such bank with an office in the United States of America. If no such successor shall have been so appointed by the Required Lenders and shall have accepted such appointment within 45 days after the retiring Agent gives notice of its resignation, then the retiring Agent may, on behalf of the Lenders, appoint a successor Agent meeting that satisfies the qualifications set forth above; requirements of an Eligible Institution or to have one or more of the Agent Accounts held by another Eligible Institution, provided that if the Agent shall notify the Borrower and the Lenders that no qualifying Person has accepted such appointment, then such resignation shall nonetheless become effective in accordance with such notice and (1) the retiring Agent shall be discharged from its duties and obligations hereunder and under the other Loan Documents (except that in the case of any collateral security held by the Agent on behalf of the Lenders under any of the Loan Documents, the retiring Agent shall continue to hold such collateral security until such time as a successor Agent is appointed) and (2) all payments, communications and determinations provided to be made by, to or through the Agent shall instead be made by or to each Lender directly, until such time as the Required Lenders appoint a successor Agent as provided for above in this Section. Upon the acceptance of a successor’s appointment as Agent hereunder, such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring (or retired) Agent, and the retiring Agent shall be discharged from all of its duties and obligations hereunder or under the other Loan Documents (if not already discharged therefrom as provided above in this Section). The fees payable by the Borrower to a successor Agent shall be as agreed between perform the Borrower and such successor. After duties of Agent pursuant to the retiring Agent’s resignation hereunder and under the other Loan Documents, the provisions terms of this Article and Section 8.04 shall continue in effect for the benefit of such retiring Agent, its sub-agents and their respective Related Parties in respect of any actions taken or omitted to be taken by any of them while the retiring Agent was acting as AgentAgreement.

Resignation of Agent. The Agent may at any time give notice of its resignation to the Lenders and the Borrower. Upon receipt of any such notice of resignation, the Required Lenders shall have the right, with the consent of the Borrower so long as no Event of Default has occurred and is continuing, to appoint a successor, which shall be a bank with an office in the United States of AmericaStates, or an Affiliate of any such bank with an office in the United States of AmericaStates. If no such successor shall have been so appointed by the Required Lenders and shall have accepted such appointment within 45 days after the retiring Agent gives notice of its resignation, then the retiring Agent may, on behalf of the Lenders, appoint a successor Agent meeting the qualifications set forth above; provided that if the Agent shall notify the Borrower and the Lenders that no qualifying Person has accepted such appointment, then such resignation shall nonetheless become effective in accordance with such notice and (1) the retiring Agent shall be discharged from its duties and obligations hereunder and under the other Loan Documents (except that in the case of any collateral security held by the Agent on behalf of the Lenders under any of the Loan Documents, the retiring Agent shall continue to hold such collateral security until such time as a successor Agent is appointed) and (2) all payments, communications and determinations provided to be made by, to or through the Agent shall instead be made by or to each Lender directly, until such time as the Required Lenders appoint a successor Agent as provided for above in this Section. Upon the acceptance of a successor’s appointment as Agent hereunder, such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring (or retired) Agent, and the retiring Agent shall be discharged from all of its duties and obligations hereunder or under the other Loan Documents (if not already discharged therefrom as provided above in this Section). The fees payable by the Borrower to a successor Agent shall be as agreed between the Borrower and such successor. After the retiring Agent’s resignation hereunder and under the other Loan Documents, the provisions of this Article and Section 8.04 shall continue in effect for the benefit of such retiring Agent, its sub-agents and their respective Related Parties in respect of any actions taken or omitted to be taken by any of them while the retiring Agent was acting as Agent.

Resignation of Agent. The Each Agent may resign at any time give upon thirty (30) days’ notice of its resignation to by notifying the Lenders and the Borrower, and any Agent may be removed at any time by the Required Lenders (with a prior written notice to the Borrower). Upon receipt of any such notice of resignationresignation or removal, the Required Lenders shall have the right, with the consent of the Borrower so long as no Event of Default has occurred and is continuing(such consent not to be unreasonably withheld), to appoint a successor, which shall be a bank with an office in the United States of America, or an Affiliate of any such bank with an office in the United States of America. If no such successor shall have been so appointed by the Required Lenders and approved by the Borrower and shall have accepted such appointment within 45 thirty (30) days after the retiring Agent gives notice of its resignationresignation or after the Required Lenders’ removal of the retiring Agent, then the retiring Agent may, on behalf of the Lenders, appoint a successor Agent meeting the qualifications set forth above; provided that if the Agent shall notify the Borrower and the Lenders that no qualifying Person has accepted such appointmentAgent, then such resignation shall nonetheless become effective in accordance with such notice and (1) the retiring Agent which shall be discharged from its duties a Lender with an office in New York, New York, an Affiliate of a Lender or a financial institution with an office in New York, New York having a combined capital and obligations hereunder and under the other Loan Documents (except surplus that in the case of any collateral security held by the Agent on behalf of the Lenders under any of the Loan Documents, the retiring Agent shall continue to hold such collateral security until such time as a successor Agent is appointed) and (2) all payments, communications and determinations provided to be made by, to or through the Agent shall instead be made by or to each Lender directly, until such time as the Required Lenders appoint a successor Agent as provided for above in this Sectionnot less than $250,000,000. Upon the acceptance of a successor’s its appointment as Agent hereunderhereunder by a successor, such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring (or retired) Agent, Agent and the retiring Agent shall be discharged from all of its duties and obligations hereunder or under the other Loan Documents (if not already discharged therefrom as provided above in this Sectionparagraph). The reimbursements and fees payable by the Borrower to a successor Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Borrower and such successor. After the retiring Agent’s resignation hereunder and under the other Loan Documentsor removal hereunder, the provisions of this Article and Section 8.04 10.03 shall continue in effect for the its benefit of such retiring Agent, its sub-agents and their respective Related Parties in respect of any actions taken or omitted to be taken by any of them it while the retiring Agent it was acting as Agent.

Resignation of Agent. The Any Agent may at any time give written notice of its resignation to the Lenders as Agent under this Agreement and the Borrowerother Security Documents to each Authorized Representative and Xxxxxxxx. Upon receipt of any such notice of resignation, the Required Lenders applicable Authorized Representative shall have the rightright (subject, with unless an event of default under any Secured Debt Document relating to the consent commencement of the Borrower so long as no Event of Default an Insolvency or Liquidation Proceeding has occurred and is continuing, to the consent of Xxxxxxxx (not to be unreasonably withheld or delayed) in consultation with Xxxxxxxx to appoint a successor, which shall be a bank or trust company with an office in the United States of AmericaStates, or an Affiliate of any such bank or trust company with an office in the United States of AmericaStates. If no such successor shall have been so appointed by the Required Lenders applicable Authorized Representative and shall have accepted such appointment within 45 30 days after the retiring Agent gives give notice of its resignation, then the retiring Agent may, on behalf of the Lenders, appoint a successor Agent meeting the qualifications set forth aboveabove (but without the consent of any other Secured Party or Xxxxxxxx); provided that if the Agent shall notify the Borrower Xxxxxxxx and the Lenders each Authorized Representative that no qualifying Person has accepted such appointment, then such resignation shall nonetheless become effective in accordance with such notice and (1a) the retiring Agent shall be discharged from its duties and obligations hereunder and under the other Loan Security Documents (except that in the case of any collateral security held by the Agent on of behalf of the Lenders under any of the Loan DocumentsSecured Parties, the retiring Agent shall continue to hold such collateral security solely for purposes of maintaining the perfection of the security interests of the Secured Parties therein until such time as a successor Agent is appointedappointed but with no obligation to take any further action at the request of any other Secured Parties or any Grantor) and (2b) all payments, communications and determinations provided to be made by, to or through the Agent shall instead be by made by or to each Lender Authorized Representative directly, until such time as the Required Lenders appoint applicable Authorized Agent appoints a successor Agent as provided for above in this Section. Upon the acceptance of a successor’s appointment appoint as Priority Lien Agent hereunderor Second Lien Agent, as the case may be, hereunder and under the Security Documents, such successor shall succeed to and become vested with all of the rights, powers, privileges privileged and duties of the retiring (or retired) Agent, and the retiring Agent shall be discharged from all of its duties and obligations hereunder or under the other Loan Security Documents (if not already discharged discharges therefrom as provided above in this Section). The fees payable by the Borrower to a successor Agent shall be as agreed between the Borrower and such successor. After the retiring Agent’s resignation hereunder and under the other Loan DocumentsCollateral Agreements, the provisions of this Article Article, Sections 9.7, 10.4, 10.5 and Section 8.04 10.6 of the Revolving Credit Agreement, and 11.09 of the Priority Lien Indenture and each Second Lien Indenture, as applicable, shall continue in effect for the benefit of such retiring Agent, its sub-agents and their respective Related Parties Affiliates in respect of any actions taken or omitted to be taken by any of them while the retiring Agent was acting as Agent. Upon any notice of resignation of the Agent hereunder and under the other Security Documents, the Grantors agree to use commercially reasonable efforts to transfer (and maintain the validity and priority of) Liens in favor of the retiring Agent under the Security Documents to the successor Agent as promptly as practicable.

Resignation of Agent. (i) The Agent may at any time give notice of its resignation to the Lenders Buyers and the BorrowerCompany. Upon receipt of any such notice of resignation, the Required Lenders Note Holders shall have the right, with the consent of the Borrower so long as no Event of Default has occurred and is continuing, right to appoint a successor, which shall be a bank with an office in the United States of America, or an Affiliate of any such bank with an office in the United States of Americasuccessor Agent. If no such successor shall have been so appointed by the Required Lenders Note Holders and shall have accepted such appointment within 45 thirty (30) days after the retiring Agent gives notice of its resignation, or by such earlier date as agreed by the Required Note Holders (the “Agent Resignation Date”), then the retiring Agent may, but shall not be obligated to, on behalf of the LendersBuyers, appoint a successor Agent meeting the qualifications set forth above; provided that if the Agent shall notify the Borrower and the Lenders that no Agent. Regardless of whether a qualifying Person has accepted such appointment, then such resignation shall nonetheless become effective in accordance with such notice and on the Agent Resignation Date. (1ii) With effect from the Agent Resignation Date (i) the retiring Agent shall be discharged from its duties and obligations hereunder and under the other Loan Transaction Documents (except that in the case of any collateral security Collateral held by the Agent on behalf of the Lenders Buyers under any of the Loan Transaction Documents, the retiring Agent shall continue to hold such collateral security until such time as a successor Agent is appointed) and (2ii) except for any indemnity payments owing to the retiring Agent, all payments, communications and determinations provided to be made by, to or through the Agent shall instead be made by or to each Lender Buyer directly, until such time time, if any, as the Required Lenders Note Holders appoint a successor Agent as provided for above in this Section. Upon the acceptance of a successor’s appointment as Agent hereunder, such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring Agent (or retired) except with respect to indemnity payments owed to the retiring Agent), and the retiring Agent shall be discharged from all of its duties and obligations hereunder or under the other Loan Documents (if not already discharged therefrom as provided above in this Section). The fees payable by the Borrower to a successor Agent shall be as agreed between the Borrower and such successorTransaction Documents. After the retiring Agent’s resignation hereunder and under the other Loan Transaction Documents, the provisions of this Article and Section 8.04 shall continue in effect for the benefit of such retiring Agent, Agent and its sub-agents and their respective Related Parties Affiliates in respect of any actions taken or omitted to be taken by any of them while the retiring Agent was acting as AgentAgent hereunder.

Resignation of Agent. The Agent may at any time give notice of its resignation to the Lenders and the BorrowerCompany. Upon receipt of any such notice of resignation, the Required Lenders shall have the right, with subject to the consent reasonable satisfaction of the Borrower Company so long as no Event of Default has occurred and is continuing, to appoint a successor, which shall be a bank with an office in the United States of AmericaStates, or an Affiliate of any such bank with an office in the United States of AmericaStates. If no such successor shall have been so appointed by the Required Lenders and shall have accepted such appointment within 45 30 days after the retiring Agent gives notice of its resignation, then the retiring Agent may, may on behalf of the Lenders, appoint a successor Agent meeting the qualifications set forth above; provided that if the Agent shall notify the Borrower Company and the Lenders that no qualifying Person has accepted such appointment, then such resignation shall nonetheless become effective in accordance with such notice and (1) the retiring Agent shall be discharged from its duties and obligations hereunder and under the other Loan Documents (except that in the case of any collateral security held by the Agent on behalf of the Lenders under any of the Loan Documents, the retiring Agent shall continue to hold such collateral security until such time as a successor Agent is appointed) and (2) all payments, communications and determinations provided to be made by, to or through the Agent shall instead be made by or to each Lender directly, until such time as the Required Lenders appoint a successor Agent Agent, in consultation with the Company, as provided for above in this Section. Upon the acceptance of a successor’s appointment as Agent hereunder, such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring (or retired) Agent, and the retiring Agent shall be discharged from all of its duties and obligations hereunder or under the other Loan Documents (if not already discharged therefrom as provided above in this Section). The fees payable by the Borrower Company to a successor Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Borrower Company and such successor. After the retiring Agent’s resignation hereunder and under the other Loan Documents, the provisions of this Article and Section 8.04 Sections 10.04 and 10.05 shall continue in effect for the benefit of such retiring Agent, its sub-agents and their respective Related Parties in respect of any actions taken or omitted to be taken by any of them while the retiring Agent was acting as Agent.

Resignation of Agent. The Subject to the appointment and acceptance of a successor Agent as provided below, the Agent may resign at any time give by giving notice of its resignation thereof to the Lenders and the Borrower. The Agent shall resign if it has assigned all of its Table of Contents Lender Commitment and Loans and is not an Issuing Bank. Upon receipt of any such notice of resignation, (i) the Required Majority Lenders shall have the right, with the consent of the Borrower Borrower, so long as no Event of Default has occurred and is continuingin existence, shall have the right to appoint a successor, successor Agent so long as such successor Agent is also a Lender at the time of such appointment and (ii) the Majority Lenders shall have the right to appoint a successor Agent that is not a Lender at the time of such appointment so long as the Borrower consents to such appointment (which consent shall not be a bank with an office in the United States of America, or an Affiliate of any such bank with an office in the United States of Americaunreasonably withheld). If no such successor Agent shall have been so appointed by the Required Majority Lenders and shall have accepted such appointment within 45 30 days after the retiring Agent gives Agent’s giving of notice of its resignation, then the retiring Agent may, on behalf of the Lenders, and with the consent of the Borrower which shall not be unreasonably withheld, appoint a successor Agent meeting the qualifications set forth above; provided that if the Agent. Any successor Agent shall notify be a bank which has an office in the Borrower United States and a combined capital and surplus of at least $500,000,000.00. Upon the Lenders that no qualifying Person has accepted acceptance of any appointment as Agent hereunder by a successor Agent, such appointmentsuccessor Agent shall thereupon succeed to and become vested with all the rights, then such resignation shall nonetheless become effective in accordance with such notice powers, privileges and (1) duties of the retiring Agent, and the retiring Agent shall be discharged from its duties and obligations as Agent thereafter arising hereunder and under the any other Loan Documents (except that in the case of any collateral security held by the Agent on behalf of the Lenders under any of the Loan Credit Documents, the retiring Agent but shall continue to hold such collateral security until such time as a successor Agent is appointed) and (2) all payments, communications and determinations provided to be made by, to or through the Agent shall instead be made by or to each Lender directly, until such time as the Required Lenders appoint a successor Agent as provided for above in this Section. Upon the acceptance of a successor’s appointment as Agent hereunder, such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring (or retired) Agent, and the retiring Agent shall not be discharged from all any liabilities for its actions as Agent prior to the date of its duties and obligations hereunder or under the other Loan Documents (if not already discharged therefrom as provided above in this Section)discharge. The fees payable by the Borrower to a Such successor Agent shall be as agreed between promptly specify by notice to the Borrower its principal office referred to in Section 2.1 and such successorSection 2.3 hereof. After the any retiring Agent’s resignation hereunder and under the other Loan Documentsas Agent, the provisions of this Article and Section 8.04 8 shall continue in effect for the its benefit of such retiring Agent, its sub-agents and their respective Related Parties in respect of any actions taken or omitted to be taken by any of them it while the retiring Agent it was acting as the Agent.

Resignation of Agent. The Agent may resign as such at any time give upon thirty days' prior written notice of its resignation to the Lenders Company and the BorrowerBanks. Upon receipt In the event of any such notice of resignation, the Required Lenders shall have Banks shall, by an instrument in writing delivered to the rightCompany and the Agent, with the consent of the Borrower so long as no Event of Default has occurred and is continuing, to appoint a successor, which shall be (a) a Bank or (b) a commercial bank with an office in organized under the laws of the United States or any State thereof and having a combined capital and surplus of America, or an Affiliate of any such bank with an office in the United States of Americaat least $500,000,000. If no such a successor shall have been is not so appointed or does not accept such appointment before the Agent'sEresignation becomes effective, the resigning Agent may appoint a temporary successor to act until such appointment by the Required Lenders Banks is made and accepted or if no such temporary successor is appointed as provided above by the resigning Agent, the Required Banks shall have accepted thereafter perform all the duties of the Agent hereunder until such appointment within 45 days after by the retiring Agent gives notice of its resignation, then the retiring Agent may, on behalf of the Lenders, appoint a Required Banks is made and accepted. Any successor Agent meeting the qualifications set forth above; provided that if to the Agent shall notify execute and deliver to the Borrower Company and the Lenders that no qualifying Person has accepted Banks an instrument accepting such appointment, then such resignation shall nonetheless become effective in accordance with such notice appointment and (1) the retiring Agent shall be discharged from its duties and obligations hereunder and under the other Loan Documents (except that in the case of any collateral security held by the Agent on behalf of the Lenders under any of the Loan Documents, the retiring Agent shall continue to hold such collateral security until such time as a successor Agent is appointed) and (2) all payments, communications and determinations provided to be made by, to or through the Agent shall instead be made by or to each Lender directly, until such time as the Required Lenders appoint a successor Agent as provided for above in this Section. Upon the acceptance of a successor’s appointment as Agent hereunder, thereupon such successor Agent, without further act, deed, conveyance or transfer shall succeed to and become vested with all of the properties, rights, interests, powers, privileges authorities and duties obligations of the retiring (or retired) its predecessor hereunder with like effect as if originally named as Agent hereunder. Upon request of such successor Agent, the Company and the retiring resigning Agent shall execute and deliver such instruments of conveyance, assignment and further assurance and do such other things as may reasonably be discharged from required for more fully and certainly vesting and confirming in such successor Agent all of its duties such properties, rights, interests, powers, authorities and obligations hereunder or under the other Loan Documents (if not already discharged therefrom as provided above in this Section)obligations. The fees payable by the Borrower to a successor Agent shall be as agreed between the Borrower and such successor. After the retiring Agent’s resignation hereunder and under the other Loan Documents, the provisions of this Article and Section 8.04 X shall continue in effect thereafter remain effective for the benefit of such retiring Agent, its sub-agents and their respective Related Parties in resigning Agent with respect of to any actions taken or omitted to be taken by any of them such Agent while the retiring Agent was acting as Agentthe Agent hereunder.

Resignation of Agent. The Each Agent may at any time give notice of its resignation to the Lenders Lenders, the Issuing Lender and the Borrower. Upon receipt of any such notice of resignation, the Required Lenders shall have the right, in consultation with the consent of the Borrower so long as no Event of Default has occurred and is continuingBorrower, to appoint a successor, which shall be a bank with an office in the United States of AmericaStates, or an Affiliate of any such bank with an office in the United States of AmericaStates. If no such successor shall have been so appointed by the Required Lenders and shall have accepted such appointment within 45 30 days after the retiring Agent gives notice of its resignation, then the retiring Agent may, may on behalf of the LendersLenders and the Issuing Lender, appoint a successor Agent meeting the qualifications set forth above; , provided that if the Agent shall notify the Borrower and the Lenders that no qualifying Person person has accepted such appointment, then such resignation shall nonetheless become effective in accordance with such notice and (1) the retiring Agent shall be discharged from its duties and obligations hereunder and under the other Loan Documents (except that in the case of any collateral security held by the Collateral Agent on behalf of the Lenders or the Issuing Lender under any of the Loan Documents, the retiring Collateral Agent shall continue to hold such collateral security as nominee until such time as a successor Collateral Agent is appointed) and (2) all payments, communications and determinations provided to be made by, to or through the an Agent shall instead be made by or to each Lender and the Issuing Lender directly, until such time as the Required Lenders appoint a successor Agent as provided for above in this Sectionparagraph. Upon the acceptance of a successor’s appointment as Agent hereunder, such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring (or retired) Agent, and the retiring Agent shall be discharged from all of its duties and obligations hereunder or under the other Loan Documents (if not already discharged therefrom as provided above in this Sectionparagraph). The fees payable by the Borrower to a successor Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Borrower and such successor. After the retiring Agent’s resignation hereunder and under the other Loan Documents, the provisions of this Article Section 9 and Section 8.04 11.5 shall continue in effect for the benefit of such retiring Agent, its sub-agents and their respective Related Parties in respect of any actions taken or omitted to be taken by any of them while the retiring Agent was acting as Agent.

Resignation of Agent. The Agent may at any time give written notice of its resignation to the Lenders and the Lead Borrower. Upon receipt of any such notice of resignation, the Required Lenders shall have the right, in consultation with the consent of the Borrower so long as no Event of Default has occurred and is continuingLead Borrower, to appoint a successor, which shall be a bank with an office in the United States of AmericaStates, or an Affiliate of any such bank with an office in the United States of AmericaStates. If no such successor shall have been so appointed by the Required Lenders and shall have accepted such appointment within 45 thirty (30) days after the retiring Agent gives notice of its resignation, then the retiring Agent may, may on behalf of the LendersLenders and the L/C Issuers, appoint a successor Agent meeting the qualifications set forth above; provided that if the Agent shall notify the Lead Borrower and the Lenders that no qualifying Person has accepted such appointment, then such resignation shall nonetheless become effective in accordance with such notice and (1) the retiring Agent shall be discharged from its duties and obligations hereunder and under the other Loan Documents (except that in the case of any collateral security Collateral held by the Agent on behalf of the Lenders or the L/C Issuers under any of the Loan Documents, the retiring Agent shall continue to hold such collateral security until such time as a successor Agent is appointed) and (2) all payments, communications and determinations provided to be made by, to or through the Agent shall instead be made by or to each Lender and each L/C Issuer directly, until such time as the Required Lenders appoint a successor Agent as provided for above in this Section. Upon the acceptance of a successor’s appointment as Agent hereunder, such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring (or retired) Agent, and the retiring Agent shall be discharged from all of its duties and obligations hereunder or under the other Loan Documents (if not already discharged therefrom as provided above in this Section). The fees payable by the Borrower Borrowers to a successor Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Lead Borrower and such successor. After the retiring Agent’s resignation hereunder and under the other Loan Documents, the provisions of this Article and Section 8.04 10.04 shall continue in effect for the benefit of such retiring Agent, its sub-agents and their respective Related Parties in respect of any actions taken or omitted to be taken by any of them while the retiring Agent was acting as AgentAgent hereunder. Any resignation by Salus as Agent pursuant to this Section shall also constitute its resignation as an L/C Issuer. Upon the acceptance of a successor’s appointment as Agent hereunder, (a) such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of such retiring L/C Issuer, (b) such retiring L/C Issuer shall be discharged from all of its duties and obligations hereunder or under the other Loan Documents, and (c) the successor L/C Issuer shall issue letters of credit in substitution for the Letters of Credit, if any, issued by such retiring L/C Issuer and outstanding at the time of such succession or make other arrangements satisfactory to such retiring L/C Issuer to effectively assume the obligations of such retiring L/C Issuer with respect to such Letters of Credit.

Resignation of Agent. 16.19.1 The Agent may at any time give notice of its resignation to the Lenders Lenders, the Issuing Lender and the Borrower. Upon receipt of any such notice of resignation, the Required Majority Lenders shall have the right, in consultation with the consent of the Borrower so long as no Event of Default has occurred and is continuingBorrower, to appoint a successor, which shall be a bank with Lender having an office in the United States of AmericaToronto, Ontario, or an Affiliate of any such bank Lender with an office in Toronto. The Agent may also be removed at any time by the United States Majority Lenders upon 30 days’ notice to the Agent and the Borrower as long as the Majority Lenders, in consultation with the Borrower, appoint and obtain the acceptance of America. a successor within such 30 days, which shall be a Lender having an office in Toronto, or an Affiliate of any such Lender with an office in Toronto. 16.19.2 If no such successor shall have been so appointed by the Required Majority Lenders and shall have accepted such appointment within 45 30 days after the retiring Agent gives notice of its resignation, then the retiring Agent may, may on behalf of the Lenders, appoint a successor Agent meeting the qualifications set forth above; specified in subsection 16.19.1, provided that if the Agent shall notify the Borrower and the Lenders that no qualifying Person has accepted such appointment, then such resignation shall nonetheless become effective in accordance with such notice and (1a) the retiring Agent shall be discharged from its duties and obligations hereunder and under the other Loan Documents (except that in the case of any collateral security held or cash or Cash Equivalents held in escrow by the Agent on behalf of the Lenders under any of the Loan Documents, the retiring Agent shall continue to hold such collateral security or cash or Cash Equivalents until such time as a successor Agent is appointed) and (2b) all payments, communications and determinations provided to be made by, to or through the Agent shall instead be made by or to each Lender directly, until such time as the Required Majority Lenders appoint a successor Agent as provided for above in this Section. Section 16.19.1. 16.19.3 Upon the acceptance of a successor’s appointment as Agent hereunder, such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring (or retired) former Agent, and the retiring former Agent shall be discharged from all of its duties and obligations hereunder or under the other Loan Documents (if not already discharged therefrom as provided above in this Sectionthe preceding paragraph). The fees payable by the Borrower to a successor Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Borrower and such successor. After the retiring termination of the service of the former Agent’s resignation hereunder and under the other Loan Documents, the provisions of this Article Section 16.19 and of Section 8.04 19.15 shall continue in effect for the benefit of such retiring former Agent, its sub-agents and their respective Related Parties in respect of any actions taken or omitted to be taken by any of them while the retiring former Agent was acting as Agent.

Resignation of Agent. The Agent may at any time give notice of its resignation to the Lenders and the Borrower. Upon receipt of any such notice of resignation, the Required Lenders shall have the right, with the consent of the Borrower Borrower, so long as no Event of Default has occurred and is continuing, to appoint a successor, which shall be a bank with an office in the United States of AmericaCalifornia, or an Affiliate of any such bank with an office in the United States of AmericaCalifornia. If no such successor shall have been so appointed by the Required Lenders and shall have accepted such appointment within 45 30 days after the retiring Agent gives notice of its resignation, then the retiring Agent may, may on behalf of the Lenders, appoint a successor Agent meeting the qualifications set forth above; above provided that if the Agent shall notify the Borrower and the Lenders that no qualifying Person has accepted such appointment, then such resignation shall nonetheless become effective in accordance with such notice and (1) the retiring Agent shall be discharged from its duties and obligations hereunder and under the other Loan Documents (except that in the case of any collateral security held by the Agent on behalf of the Lenders under any of the Loan Documents, the retiring Agent shall continue to hold such collateral security until such time as a successor Agent is appointed) and (2) all payments, communications and determinations provided to be made by, to or through the Agent shall instead be made by or to each Lender directly, until such time as the Required Lenders appoint a successor Agent as provided for above in this Sectionparagraph. Upon the acceptance of a successor’s appointment as Agent hereunder, such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring (or retired) Agent, and the retiring Agent shall be discharged from all of its duties and obligations hereunder or under the other Loan Documents (if not already discharged therefrom as provided above in this Sectionparagraph). The fees payable by the Borrower to a successor Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Borrower and such successor. After the retiring Agent’s resignation hereunder and under the other Loan Documents, the provisions of this Article and Section 8.04 12.6 shall continue in effect for the benefit of such retiring Agent, its sub-agents and their respective Related Parties in respect of any actions taken or omitted to be taken by any of them while the retiring Agent was acting as Agent.

Resignation of Agent. (a) The Agent may resign at any time give by delivering notice of its such resignation to the Lenders and the Borrower, effective on the date set forth in such notice or, if no such date is set forth therein, upon the date such notice shall be effective. Upon receipt of If the Agent delivers any such notice of resignationnotice, the Required Lenders shall have the right, with the consent of the Borrower so long as no Event of Default has occurred and is continuing, right to appoint a successorsuccessor Agent. If, which shall be a bank with an office in within 30 days after the United States retiring Agent having given notice of Americaresignation, or an Affiliate of any such bank with an office in the United States of America. If no such successor shall have Agent has been so appointed by the Required Lenders and shall have that has accepted such appointment within 45 days after the retiring Agent gives notice of its resignationappointment, then the retiring Agent may, on behalf of the Lenders, appoint a successor Agent meeting from among the qualifications set forth above; provided that if Lenders. Each appointment under this clause (a) shall be subject to the Agent prior consent of the Borrower, which may not be unreasonably withheld but shall notify not be required during the Borrower and the Lenders that no qualifying Person has accepted such appointmentcontinuance of an Event of Default. (b) Effective immediately upon its resignation, then such resignation shall nonetheless become effective in accordance with such notice and (1i) the retiring Agent shall be discharged from its duties and obligations hereunder and under the other Loan Documents (except that in the case of any collateral security held by the Agent on behalf of the Lenders under any of the Loan Documents, (ii) the Lenders shall assume and perform all of the duties of the Agent until a successor Agent shall have accepted a valid appointment hereunder, (iii) the retiring Agent and its Related Persons shall no longer have the benefit of any provision of any Loan Document other than with respect to any actions taken or omitted to be taken while such retiring Agent was, or because such Agent had been, validly acting as Agent under the Loan Documents and (iv) subject to its rights under Section 8.3, the retiring Agent shall continue take such action as may be reasonably necessary to hold such collateral security until such time assign to the successor Agent its rights as Agent under the Loan Documents. Effective immediately upon its acceptance of a valid appointment as Agent, a successor Agent is appointed) and (2) all payments, communications and determinations provided to be made by, to or through the Agent shall instead be made by or to each Lender directly, until such time as the Required Lenders appoint a successor Agent as provided for above in this Section. Upon the acceptance of a successor’s appointment as Agent hereunder, such successor shall succeed to to, and become vested with with, all of the rights, powers, privileges and duties of the retiring (or retired) Agent, and the retiring Agent shall be discharged from all of its duties and obligations hereunder or under the other Loan Documents (if not already discharged therefrom as provided above in this Section). The fees payable by the Borrower to a successor Agent shall be as agreed between the Borrower and such successor. After the retiring Agent’s resignation hereunder and under the other Loan Documents, the provisions of this Article and Section 8.04 shall continue in effect for the benefit of such retiring Agent, its sub-agents and their respective Related Parties in respect of any actions taken or omitted to be taken by any of them while the retiring Agent was acting as Agent.

Resignation of Agent. (a) The Agent may at any time give notice of its resignation to the Lenders and the Borrower. Upon receipt of any such notice of resignation, the Required Majority Lenders shall will have the right, with the consent of the Borrower so long as no (unless an Event of Default has occurred and is continuingin existence), to appoint a successor, which shall be a bank with an office in the United States of America, or an Affiliate of any such bank with an office in the United States of America. If no such successor shall will have been so appointed by the Required Majority Lenders and shall will have accepted such appointment within 45 thirty (30) days after the retiring Agent gives notice of its resignationresignation (or such earlier day as will be agreed by the Majority Lenders) (the “Resignation Effective Date”), then the retiring Agent maymay (but will not be obligated to), on behalf of the Lenders, appoint a successor Agent meeting the qualifications set forth above; provided that if the Agent shall notify the Borrower and the Lenders that no qualifying Person . Whether or not a successor has accepted such appointmentbeen appointed, then such resignation shall nonetheless will become effective in accordance with such notice and on the Resignation Effective Date. (1b) With effect from the Resignation Effective Date (i) the retiring Agent shall will be discharged from its duties and obligations hereunder and under the other Loan Documents (except that in the case of any collateral security Collateral held by the Agent on behalf of the Lenders under any of the Loan Documents, the retiring Agent shall will continue to hold such collateral security Collateral until such time as a successor Agent is appointed) and (2ii) except for any indemnity payments owed to the retiring Agent, all payments, communications and determinations provided to be made by, to or through the Agent shall will instead be made by or to each Lender directly, until such time time, if any, as the Required Majority Lenders appoint a successor Agent as provided for above in this Sectionabove. Upon the acceptance of a successor’s appointment as the Agent hereunder, such successor shall will succeed to and become vested with all of the rights, powers, privileges and duties of the retiring Agent (or retired) other than any rights to indemnity payments owed to the retiring Agent), and the retiring Agent shall will be discharged from all of its duties and obligations hereunder or under the other Loan Documents (if not already discharged therefrom as provided above in this Section)Documents. The fees payable by the Borrower to a successor Agent shall will be the same as those payable to its predecessor unless otherwise agreed between among the Borrower and such successor. After the retiring Agent’s resignation hereunder and under the other Loan Documents, the provisions of this Article X, Section 11.3 and Section 8.04 shall 11.4 will continue in effect for the benefit of such retiring Agent, its sub-agents and their respective Related Parties Affiliates in respect of any actions taken or omitted to be taken by any of them while the retiring Agent was acting as the Agent.

Resignation of Agent. The Each Agent may at any time give notice of its resignation to the Lenders and the Borrower. Upon receipt of any such notice of resignation, the Required Lenders shall have the right, in consultation with the consent of the Borrower so long as no Event of Default has occurred and is continuingBorrower, to appoint a successor, which shall be a bank with an office in the United States of AmericaStates, or an Affiliate of any such bank with an office in the United States of AmericaStates. If no such successor shall have been so appointed by the Required Lenders and or such successor shall not have accepted such appointment within 45 30 days after the retiring Agent gives notice of its resignation, then the retiring Agent may, may on behalf of the Lenders, Lenders appoint a successor Agent meeting the qualifications set forth above; provided that if the Agent shall notify the Borrower and the Lenders that no qualifying Person has accepted such appointment, then such resignation shall nonetheless become effective in accordance with such notice and (1a) the retiring Agent shall be discharged from its duties and obligations hereunder and under the other Loan Documents (except that in the case of any collateral security held by the Agent on behalf of the Lenders under any of the Loan Documents, the retiring Agent shall continue to hold such collateral security until such time as a successor Agent is appointed) and (2b) all payments, communications and determinations provided to be made by, to or through the Agent shall instead be made by or to each Lender directly, until such time as the Required Lenders appoint a successor Agent as provided for above in this Section. Upon the acceptance of a successor’s appointment as Agent hereunder, such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring (or retired) Agent, and the retiring Agent shall be discharged from all of its duties and obligations hereunder or under the other Loan Documents (if not already discharged therefrom as provided above in this Section). The fees payable by the Borrower to a successor Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Borrower and such successor. After the retiring Agent’s resignation hereunder and under the other Loan Documents, the provisions of this Article and Section 8.04 10.04 shall continue in effect for the benefit of such retiring Agent, its sub-agents and their respective Related Parties in respect of any actions taken or omitted to be taken by any of them while the retiring Agent was acting as Agent.

Resignation of Agent. (a) The Agent may at any time give written notice of its resignation to the Lenders and the Lead Borrower. Upon receipt of any such notice of resignation, the Required Lenders shall have the right, in consultation with the consent of the Borrower so long as no Event of Default has occurred and is continuingLead Borrower, to appoint a successor, which shall be a bank with an office in the United States of AmericaStates, or an Affiliate of any such bank with an office in the United States of AmericaStates. If no such successor shall have been so appointed by the Required Lenders and shall have accepted such appointment within 45 thirty (30) days after the retiring Agent gives notice of its resignation, then the retiring Agent may, may on behalf of the LendersLenders and the L/C Issuer, appoint a successor Agent meeting the qualifications set forth above; provided that if the Agent shall notify the Lead Borrower and the Lenders that no qualifying Person has accepted such appointment, then such resignation shall nonetheless become effective in accordance with such notice and (1) the retiring Agent shall be discharged from its duties and obligations hereunder and under the other Loan Documents (except that in the case of any collateral security Collateral held by the Agent on behalf of the Lenders or the L/C Issuer under any of the Loan Documents, the retiring Agent shall continue to hold such collateral security until such time as a successor Agent is appointed) and (2) all payments, communications and determinations provided to be made by, to or through the Agent shall instead be made by or to each Lender and the L/C Issuer directly, until such time as the Required Lenders appoint a successor Agent as provided for above in this Section. Upon the acceptance of a successor’s appointment as Agent hereunder, such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring (or retired) Agent, and the retiring Agent shall be discharged from all of its duties and obligations hereunder or under the other Loan Documents (if not already discharged therefrom as provided above in this Section). The fees payable by the Borrower Borrowers to a successor Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Lead Borrower and such successor. After the retiring Agent’s resignation hereunder and under the other Loan Documents, the provisions of this Article and Section 8.04 10.04 shall continue in effect for the benefit of such retiring Agent, its sub-agents and their respective Related Parties in respect of any actions taken or omitted to be taken by any of them while the retiring Agent was acting as AgentAgent hereunder. (b) Any resignation by Xxxxx Fargo as Agent pursuant to this Section shall also constitute its resignation as Swing Line Lender and the resignation of Xxxxx Fargo as L/C Issuer. Upon the acceptance of a successor’s appointment as Agent hereunder, (i) such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring L/C Issuer and Swing Line Lender, (ii) the retiring L/C Issuer and Swing Line Lender shall be discharged from all of their respective duties and obligations hereunder or under the other Loan Documents, and (iii) the successor L/C Issuer shall issue letters of credit in substitution for the Letters of Credit, if any, outstanding at the time of such succession or make other arrangements satisfactory to the retiring L/C Issuer to effectively assume the obligations of the retiring L/C Issuer with respect to such Letters of Credit.

Resignation of Agent. The Agent may at any time give notice of its resignation to the Lenders and the Borrower. Upon receipt of any such notice of resignation, the Required Lenders shall have the right, with upon the consent of the Borrower so long as no Event of Default has occurred and is continuingBorrower, which consent shall not be unreasonably withheld, to appoint a successor, which shall be a bank with an office in the United States of AmericaStates, or an Affiliate of any such bank with an office in the United States of AmericaStates. If no such successor shall have been so appointed by the Required Lenders and shall have accepted such appointment within 45 30 days after the retiring Agent gives notice of its resignation, then the retiring Agent may, may on behalf of the Lenders, Lenders appoint a successor Agent meeting the qualifications set forth above; provided that if the Agent shall notify the Borrower and the Lenders that no qualifying Person has accepted such appointment, then such resignation shall nonetheless become effective in accordance with such notice and (1) the retiring Agent shall be discharged from its duties and obligations hereunder and under the other Loan Documents (except that in the case of any collateral security held by the Agent on behalf of the Lenders under any of the Loan Documents, the retiring Agent shall continue to hold such collateral security until such time as a successor Agent is appointed) and (2) all payments, communications and determinations provided to be made by, to or through the Agent shall instead be made by or to each Lender directly, until such time as the Required Lenders appoint a successor Agent as provided for above in this Section. Upon the acceptance of a successor’s appointment as Agent hereunder, such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring (or retired) Agent, and the retiring Agent shall be discharged from all of its duties and obligations hereunder or under the other Loan Documents (if not already discharged therefrom as provided above in this Section). The fees payable by the Borrower to a successor Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Borrower and such successor. After the retiring Agent’s resignation hereunder and under the other Loan Documents, the provisions of this Article and Section 8.04 10.04 shall continue in effect for the benefit of such retiring Agent, its sub-agents and their respective Related Parties in respect of any actions taken or omitted to be taken by any of them while the retiring Administrative Agent was acting as Administrative Agent.

Resignation of Agent. The Agent may at any time give written notice of its resignation to the Lenders and the BorrowerBorrowers. Upon receipt of any such notice of resignation, the Required Lenders shall have the right, in consultation with the consent of the Borrower so long as no Event of Default has occurred and is continuingBorrowers, to appoint a successor, which shall be a bank with an office in the United States of AmericaStates, or an Affiliate of any such bank with an office in the United States of AmericaStates. If no such successor shall have been so appointed by the Required Lenders and shall have accepted such appointment within 45 thirty (30) days after the retiring Agent gives notice of its resignation, then the retiring Agent may, may on behalf of the Lenders, Lenders appoint a successor Agent meeting the qualifications set forth above; provided provided, that if the Agent shall notify the Borrower Borrowers and the Lenders that no qualifying Person has accepted such appointment, then such resignation shall nonetheless become effective in accordance with such notice and (1) the retiring Agent shall be discharged from its duties and obligations hereunder and under the other Loan Documents (except that in the case of any collateral security Collateral held by the Agent on behalf of the Lenders under any of the Loan Documents, the retiring Agent shall continue to hold such collateral security until such time as a successor Agent is appointed), (2) the Agent shall deliver a copy of the Register to the Borrower Agent and (23) all payments, communications and determinations provided to be made by, to or through the Agent shall instead be made by or to each Lender directly, until such time as the Required Lenders appoint a successor Agent as provided for above in this SectionSection 10.06. Upon the acceptance of a successor’s appointment as Agent hereunder, such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring (or retired) Agent, and the retiring Agent shall be discharged from all of its duties and obligations hereunder or under the other Loan Documents (if not already discharged therefrom as provided above in this SectionSection 10.06). The fees payable by the Borrower Borrowers to a successor Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Borrower Borrowers and such successor. After the retiring Agent’s resignation hereunder and under the other Loan Documents, the provisions of this Article and Section 8.04 11.04 shall continue in effect for the benefit of such retiring Agent, its sub-agents agent and their respective Related Parties in respect of any actions taken or omitted to be taken by any of them while the retiring Agent was acting as AgentAgent hereunder.

Resignation of Agent. The Agent may at any time give notice of its resignation to the Lenders Lenders, the L/C Issuer and the Borrower. Upon receipt of any such notice of resignation, the Required Lenders shall have the right, in consultation with the consent of the Borrower so long as no Event of Default has occurred and is continuingBorrower, to appoint a successor, which shall be a bank with an office in the United States of AmericaStates, or an Affiliate affiliate of any such bank with an office in the United States of AmericaStates. If no such successor shall have been so appointed by the Required Lenders and shall have accepted such appointment within 45 30 days after the retiring Agent gives notice of its resignation, then the retiring Agent may, may on behalf of the LendersLenders and the L/C Issuer, appoint a successor Agent meeting the qualifications set forth above; provided that if the Agent shall notify the Borrower and the Lenders that no qualifying Person has accepted such appointment, then such resignation shall nonetheless become effective in accordance with such notice and (1) the retiring Agent shall be discharged from its duties and obligations hereunder and under the other Loan Documents (except that in the case of any collateral security held by the Agent on behalf of the Lenders under any of the Loan Documents, the retiring Agent shall continue to hold such collateral security until such time as a successor Agent is appointed) and (2) all payments, communications and determinations provided to be made by, to or through the Agent shall instead be made by or to each Lender and the L/C Issuer directly, until such time as the Required Lenders appoint a successor Agent as provided for above in this Section. Upon the acceptance of a successor’s 's appointment as Agent hereunder, such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring (or retired) Agent, and the retiring Agent shall be discharged from all of its duties and obligations hereunder or under the other Loan Documents (if not already discharged therefrom as provided above in this Section). The fees payable by the Borrower to a successor Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Borrower and such successor. After the retiring Agent’s 's resignation hereunder and under the other Loan Documents, the provisions of this Article and Section 8.04 10.04 shall continue in effect for the benefit of such retiring Agent, its sub-agents and their respective Related Parties in respect of any actions taken or omitted to be taken by any of them while the retiring Agent was acting as Agent.

Resignation of Agent. The Agent may at any time give notice of its resignation to the Lenders and the BorrowerCompany. Upon receipt of any such notice of resignation, the Required Lenders shall have the right, with subject to the consent reasonable satisfaction of the Borrower Company so long as no Event of Default has occurred and is continuing, to appoint a successor, which shall be a bank with an office in the United States of AmericaStates, or an Affiliate of any such bank with an office in the United States of AmericaStates. If no such successor shall have been so appointed by the Required Lenders and shall have accepted such appointment within 45 30 days after the retiring Agent gives notice of its resignation, then the retiring Agent may, may on behalf of the Lenders, appoint a successor Agent meeting the qualifications set forth above; provided that if the Agent shall notify the Borrower Company and the Lenders that no qualifying Person has accepted such appointment, then such resignation shall nonetheless become effective in accordance with such notice and (1) the retiring Agent shall be discharged from its duties and obligations hereunder and under the other Loan Documents (except that in the case of any collateral security held by the Agent on behalf of the Lenders under any of the Loan Documents, the retiring Agent shall continue to hold such collateral security until such time as a successor Agent is appointed) and (2) all payments, communications and determinations provided to be made by, to or through the Agent shall instead be made by or to each Lender directly, until such time as the Required Lenders appoint a successor Agent Agent, in consultation with the Company, as provided for above in this Section. Upon the acceptance of a successor’s appointment as Agent hereunder, such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring (or retired) Agent, and the retiring Agent shall be discharged from all of its duties and obligations hereunder or under the other Loan Documents (if not already discharged therefrom as provided above in this Section). The fees payable by the Borrower Company to a successor Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Borrower Company and such successor. After the retiring Agent’s resignation hereunder and under the other Loan Documents, the provisions of this Article and Section 8.04 Sections 10.04 and 10.05 shall continue in effect for the benefit of such retiring Agent, its sub-agents sub‑agents and their respective Related Parties in respect of any actions taken or omitted to be taken by any of them while the retiring Agent was acting as Agent.

Resignation of Agent. The Agent may at any time give notice of its resignation to the Lenders Banks, the Issuing Bank and the Borrower. Upon receipt of any such notice of resignation, the Required Lenders Majority Banks shall have the right, in consultation with the consent of the Borrower so long as no Event of Default has occurred and is continuingBorrower, to appoint a successor, which shall be a bank with an office in the United States of AmericaStates, or an Affiliate of any such bank with an office in the United States of AmericaStates. If no such successor shall have been so appointed by the Required Lenders Majority Banks and shall have accepted such appointment within 45 30 days after the retiring Agent gives notice of its resignation, then the retiring Agent may, may on behalf of the LendersBanks and the Issuing Bank, appoint a successor Agent meeting the qualifications set forth above; provided that if the Agent shall notify the Borrower and the Lenders Banks that no qualifying Person has accepted such appointment, then such resignation shall nonetheless become effective in accordance with such notice and (1) the retiring Agent shall be discharged from its duties and obligations hereunder and under the other Loan Credit Documents (except that in the case of any collateral security held by the Agent on behalf of the Lenders Banks or the Issuing Bank under any of the Loan Credit Documents, the retiring Agent shall continue to hold such collateral security until such time as a successor Agent is appointed) and (2) all payments, communications and determinations provided to be made by, to or through the Agent shall instead be made by or to each Lender Bank and the Issuing Bank directly, until such time as the Required Lenders Majority Banks appoint a successor Agent as provided for above in this Section. Upon the acceptance of a successor’s appointment as Agent hereunder, such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring (or retired) Agent, and the retiring Agent shall be discharged from all of its duties and obligations hereunder or under the other Loan Credit Documents (if not already discharged therefrom as provided above in this Section). The fees payable by the Borrower to a successor Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Borrower and such successor. After the retiring Agent’s resignation hereunder and under the other Loan Credit Documents, the provisions of this Article and Section 8.04 10.04 shall continue in effect for the benefit of such retiring Agent, its sub-agents and their respective Related Parties in respect of any actions taken or omitted to be taken by any of them while the retiring Agent was acting as Agent. Any resignation by Bank of America as Agent pursuant to this Section shall also constitute its resignation as Issuing Bank. Upon the acceptance of a successor’s appointment as Agent hereunder, (a) such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring Issuing Bank, (b) the retiring Issuing Bank shall be discharged from all of their respective duties and obligations hereunder or under the other Credit Documents, and (c) the successor Issuing Bank shall issue letters of credit in substitution for the Letters of Credit, if any, outstanding at the time of such succession or make other arrangements satisfactory to the retiring Issuing Bank to effectively assume the obligations of the retiring Issuing Bank with respect to such Letters of Credit.

Resignation of Agent. (a) The Agent may at any time give notice of its resignation to the Lenders Banks and the BorrowerCompany. Upon receipt of any such notice of resignation, the Required Lenders Majority Banks shall have the right, in consultation with and with the consent approval of the Borrower so long as no Event of Default has occurred and is continuingCompany (which approval shall not be unreasonably withheld), to appoint a successor, which shall be a bank with an office in the United States of AmericaStates, or an Affiliate of any such bank with an office in the United States of AmericaStates. If no such successor shall have been so appointed by the Required Lenders Majority Banks and shall have accepted such appointment within 45 30 days after the retiring Agent gives notice of its resignation, then the retiring Agent may, on behalf of the LendersBanks, appoint a successor Agent meeting the qualifications set forth above; provided that if the Agent shall notify the Borrower Company and the Lenders Banks that no qualifying Person has accepted such appointment, then such resignation shall nonetheless become effective in accordance with such notice and (1) the retiring Agent shall be discharged from its duties and obligations hereunder and under the other Loan Documents (except that in the case of any collateral security held by the Agent on behalf of the Lenders Banks under any of the Loan Documents, the retiring Agent shall continue to hold such collateral security until such time as a successor Agent is appointed) and (2) all payments, communications and determinations provided to be made by, to or through the Agent shall instead be made by or to each Lender Bank directly, until such time as the Required Lenders Majority Banks appoint a successor Agent as provided for above in this Section. Upon the acceptance of a successor’s appointment as Agent hereunder, such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring (or retired) Agent, and the retiring Agent shall be discharged from all of its duties and obligations hereunder or under the other Loan Documents (if not already discharged therefrom as provided above in this Section). The fees payable by the Borrower Company to a successor Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Borrower Company and such successor. After the retiring Agent’s resignation hereunder and under the other Loan Documents, the 66 ​ provisions of this Article and Section 8.04 9.12, and all other indemnity, reimbursement and exculpatory provisions set forth in any Loan Document, shall continue in effect for the benefit of such retiring Agent, its sub-agents and their respective Related Parties in respect of any actions taken or omitted to be taken by any of them (i) while the retiring Agent was acting as Agent and (ii) after such resignation for as long as any of them continues to act in any capacity hereunder or under the other Loan Documents, including in respect of any actions taken in connection with transferring the agency to any successor Agent. (b) [Reserved]. (c) If the Person serving as the Agent is a Defaulting Bank pursuant to clause (d) of the definition thereof, the Majority Banks may, to the extent permitted by applicable law, by notice in writing to the Company and such Person remove such Person as Agent and, with the written consent of the Company, appoint a successor. If no such successor shall have been so appointed by the Majority Banks and shall have accepted such appointment within thirty (30) days (or such earlier day as shall be agreed by the Majority Banks) (the “Removal Effective Date”), then such removal shall nonetheless become effective in accordance with such notice on the Removal Effective Date.

Resignation of Agent. The Agent may at any time give notice of its resignation to the Lenders and the Borrower. Upon receipt of any such notice of resignation, the Required Lenders shall have the right, with the Borrower’s consent of the Borrower so long as no Default or Event of Default has occurred and is continuingexists (which consent shall not be unreasonably withheld or delayed), to appoint a successor, which shall be a bank with an office in the United States of AmericaStates, or an Affiliate of any such bank with an office in the United States of AmericaStates. If no such successor shall have been so appointed by the Required Lenders and shall have accepted such appointment within 45 30 days after the retiring Agent gives notice of its resignation, then the retiring Agent may, may on behalf of the Lenders, appoint a successor Agent meeting the qualifications set forth above; provided that if the Agent shall notify the Borrower and the Lenders that no qualifying Person has accepted such appointment, then such resignation shall nonetheless become effective in accordance with such notice and (1) the retiring Agent shall be discharged from its duties and obligations hereunder and under the other Loan Documents (except that in the case of any collateral security held by the Agent on behalf of the Lenders under any of the Loan Documents, the retiring Agent shall continue to hold such collateral security until such time as a successor Agent is appointed) and (2) all payments, communications and determinations provided to be made by, to or through the Agent shall instead be made by or to each Lender directly, until such time as the Required Lenders appoint a successor Agent as provided for above in this Section. Upon the acceptance of a successor’s appointment as Agent hereunder, such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring (or retired) Agent, and the retiring Agent shall be discharged from all of its duties and obligations hereunder or under the other Loan Documents (if not already discharged therefrom as provided above in this Section). The fees payable by the Borrower to a successor Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Borrower and such successor. After the retiring Agent’s resignation hereunder and under the other Loan Documents, the provisions of this Article and Section 8.04 10.04 shall continue in effect for the benefit of such retiring Agent, its sub-agents and their respective Related Parties in respect of any actions taken or omitted to be taken by any of them while the retiring Administrative Agent was acting as Administrative Agent.

Resignation of Agent. The Agent may resign at any time give by -------------------- giving written notice of its resignation thereof to the Lenders and Borrowers, which resignation shall become effective upon the Borrowerappointment of a successor Agent. Upon receipt of any such notice of resignation, the Required Lenders shall have the right, with the consent of the Borrower so long as no Event of Default has occurred and is continuing, right to appoint a successorsuccessor Agent, which successor Agent shall be reasonably acceptable to Borrowers and shall be a commercial bank with an office in organized under the laws of the United States of America, America or an Affiliate of any such bank with an office in the United States State thereof and having a combined capital and surplus of Americaat least $500,000,000.00. If no such successor Agent shall have been so appointed by the Required Lenders Lenders, and shall have accepted such appointment appointment, within 45 thirty (30) days after the retiring Agent gives Agent's giving of notice of its resignation, then the retiring Agent mayshall, on behalf of all of the Lenders, appoint a successor Agent meeting with the qualifications set forth above; provided that if the Agent prior consent of Borrowers, which consent shall notify the Borrower not be unreasonably withheld, and the Lenders that no qualifying Person has accepted such appointment, then such resignation shall nonetheless become effective in accordance with such notice and (1) the retiring which successor Agent shall be discharged from its duties and obligations hereunder and a commercial bank organized under the other Loan Documents (except that in laws of the case United States of America or of any collateral security held by the Agent on behalf State thereof and having a combined capital and surplus of the Lenders under any of the Loan Documents, the retiring Agent shall continue to hold such collateral security until such time as a successor Agent is appointed) and (2) all payments, communications and determinations provided to be made by, to or through the Agent shall instead be made by or to each Lender directly, until such time as the Required Lenders appoint a successor Agent as provided for above in this Sectionleast $500,000,000.00. Upon the acceptance of a successor’s any appointment as Agent hereunderhereunder by a successor Agent, such successor Agent shall thereupon succeed to and become vested with all of the rights, powers, privileges and duties of the retiring (or retired) Agent, and the retiring Agent shall be discharged from all of its duties and obligations hereunder or under the other Loan Documents (if not already discharged therefrom as provided above in this Section). The fees payable by the Borrower to a successor Agent shall be as agreed between the Borrower and such successorAgreement. After the any retiring Agent’s 's resignation hereunder and under the other Loan Documentsas Agent, the provisions of this Article and Section 8.04 9 shall continue in effect for the inure to its benefit of such retiring Agent, its sub-agents and their respective Related Parties in respect of as to any actions taken or omitted to be taken by any of them it while the retiring it was Agent was acting as Agentunder this Agreement.

Resignation of Agent. The (a) Any Agent may at any time give notice of its resignation to the Lenders Lenders, the Letter of Credit Issuer and the BorrowerBorrower Parties. Upon receipt of any such notice of resignationresignation from the Administrative Agent, the Required Lenders shall have the right, with the consent of Borrowers (which consent shall not be unreasonably withheld, delayed or conditioned and except that consent of Borrowers shall not be required during the Borrower so long as no continuance of any Event of Default has occurred and is continuingDefault), to appoint a successor, which shall be a bank with an office in the United States of AmericaStates, or an Affiliate of any such bank with an office in the United States of AmericaStates. If no such successor shall have been so appointed by the Required Lenders and shall have accepted such appointment within 45 30 days after the retiring Administrative Agent gives notice of its resignation, then the retiring Administrative Agent may, may on behalf of the LendersLenders and the Letter of Credit Issuer, appoint a successor Administrative Agent meeting the qualifications set forth above; , provided that if the Administrative Agent shall notify the Borrower Parties and the Lenders that no qualifying Person has accepted such appointment, then such resignation shall nonetheless become effective in accordance with such notice and and: (1i) the retiring Administrative Agent shall be discharged from its duties and obligations hereunder and under the other Loan Documents (except that in the case of any collateral security held by the Administrative Agent on behalf of Lenders or the Lenders Letter of Credit Issuer under any of the Loan Documents, the retiring Administrative Agent shall continue to hold such collateral security until such time as a successor Administrative Agent is appointed) ); and (2ii) all payments, communications and determinations provided to be made by, to or through the Administrative Agent shall instead be made by or to each Lender and the Letter of Credit Issuer directly, until such time as the Required Lenders appoint a successor Administrative Agent as provided for above in this Section. Upon the acceptance of a successor’s appointment as Administrative Agent hereunder, such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring (or retired) Administrative Agent, and the retiring Administrative Agent shall be discharged from all of its duties and obligations hereunder or under the other Loan Documents (if not already discharged therefrom as provided above in this Section). The fees payable by the Borrower Parties to a successor Administrative Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Borrower Parties and such successor. After the retiring Administrative Agent’s resignation hereunder and under the other Loan Documents, the provisions of this Article Section and Section 8.04 12.06 shall continue in effect for the benefit of such retiring Administrative Agent, its sub-agents and their respective Related Parties in respect of any actions taken or omitted to be taken by any of them while the retiring Administrative Agent was acting as Administrative Agent. (b) Any resignation by Union Bank as Administrative Agent pursuant to this Section 11.06 will also constitute its resignation as Letter of Credit Issuer. If Union Bank resigns as Letter of Credit Issuer, it will retain all the rights, powers, privileges and duties of the Letter of Credit Issuer hereunder with respect to all Letters of Credit outstanding as of the effective date of its resignation as Letter of Credit Issuer and all Letter of Credit Obligations with respect thereto, including the right to require the Lenders to make Base Rate Loans or fund risk participations in Unreimbursed Amounts pursuant to Section 2.07(c). In the event of any such resignation as Letter of Credit Issuer, the Borrower Parties will be entitled to appoint from among the Lenders a successor Letter of Credit Issuer hereunder (which successor must in all cases be a Lender other than a Defaulting Lender). Upon the appointment by the Borrower Parties of a successor Letter of Credit Issuer hereunder: (i) such successor will succeed to and become vested with all of the rights, powers, privileges and duties of the retiring Letter of Credit Issuer; (ii) the retiring Letter of Credit Issuer will be discharged from all of its duties and obligations hereunder or under the other Loan Documents; and (iii) the successor Letter of Credit Issuer will issue letters of credit in substitution for the Letters of Credit, if any, outstanding at the time of such succession or make other arrangements satisfactory to Union Bank to effectively assume the obligations of Union Bank with respect to such Letters of Credit.

Resignation of Agent. The Each Agent may at any time upon 30 days’ advance written notice give notice of its resignation to the Lenders and the Borrower. Upon receipt of any such notice of resignation, the Required Lenders shall have the right, in consultation with the consent of the Borrower so long as no Event of Default has occurred and is continuingBorrower, to appoint a successor, which shall be a bank with an office in the United States of AmericaStates, or an Affiliate of any such bank with an office in the United States of AmericaStates; provided, in each case, that such successor is a U.S. financial institution described in Treasury Regulation Section 1.1441-1(b)(2)(ii) or a U.S. branch described in Treasury Regulation Section 1.1441-1(b)(2)(iv). If no such successor shall have been so appointed by the Required Lenders and shall have accepted such appointment within 45 30 days after the retiring Agent gives notice of its resignation, then the retiring Agent may, may on behalf of the Lenders, appoint a successor Agent meeting the qualifications set forth above; above provided that if the Agent shall notify the Borrower and the Lenders that no qualifying Person person has accepted such appointment, then such resignation shall nonetheless become effective in accordance with such notice and (1) the retiring Agent shall be discharged from its duties and obligations hereunder and under the other Loan Documents (except that in the case of any collateral security held by the Collateral Agent on behalf of the Lenders under any of the Loan Documents, the retiring Collateral Agent shall continue to hold such collateral security as nominee until such time as a successor Collateral Agent is appointed) and (2) all payments, communications and determinations provided to be made by, to or through the an Agent shall instead be made by or to each Lender directly, until such time as the Required Lenders appoint a successor Agent as provided for above in this Sectionparagraph. Upon the acceptance of a successor’s appointment as Agent hereunder, such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring (or retired) Agent, and the retiring Agent shall be discharged from all of its duties and obligations hereunder or under the other Loan Documents (if not already discharged therefrom as provided above in this Sectionparagraph). The fees payable by the Borrower to a successor Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Borrower and such successor. After the retiring Agent’s resignation hereunder and under the other Loan Documents, the provisions of this Article IX and Section 8.04 10.03 shall continue in effect for the benefit of such retiring Agent, its sub-agents and their respective Related Parties in respect of any actions taken or omitted to be taken by any of them while the retiring Agent was acting as Agent.

Resignation of Agent. The (a) Each Agent may at any time give notice of its resignation to the Lenders Lenders, the Issuing Bank and the Borrower. Upon receipt of any such notice of resignation, the Required Lenders shall have the right, in consultation with the consent of the Borrower so long as no Event of Default has occurred and is continuingBorrower, to appoint a successor, which shall be a bank with an office in the United States of AmericaStates, or an Affiliate of any such bank with an office in the United States of AmericaStates. If no such successor shall have been so appointed by the Required Lenders and shall have accepted such appointment within 45 30 days after the retiring Agent gives notice of its resignation, then the retiring Agent may, may on behalf of the LendersLenders and the Issuing Bank, appoint a successor Agent meeting the qualifications set forth above; above provided that if the Agent shall notify the Borrower and the Lenders that no qualifying Person person has accepted such appointment, then such resignation shall nonetheless become effective in accordance with such notice and (1i) the retiring Agent shall be discharged from its duties and obligations hereunder and under the other Loan Documents (except that in the case of any collateral security held by the Collateral Agent on behalf of the Lenders or the Issuing Bank under any of the Loan Documents, the retiring Collateral Agent shall continue to hold such collateral security as nominee until such time as a successor Collateral Agent is appointed) and (2ii) all payments, communications and determinations provided to be made by, to or through the an Agent shall instead be made by or to each Lender and the Issuing Bank directly, until such time as the Required Lenders appoint a successor Agent as provided for above in this Sectionparagraph. Upon the acceptance of a successor’s appointment as Agent hereunder, such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring (or retired) Agent, and the retiring Agent shall be discharged from all of its duties and obligations hereunder or under the other Loan Documents (if not already discharged therefrom as provided above in this Sectionparagraph). The fees payable by the Borrower to a successor Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Borrower and such successor. After the retiring Agent’s resignation hereunder and under the other Loan Documents, the provisions of this Article IX and Section 8.04 10.03 shall continue in effect for the benefit of such retiring Agent, its sub-agents and their respective Related Parties in respect of any actions taken or omitted to be taken by any of them while the retiring Agent was acting as Agent. (b) Any resignation by Royal Bank of Canada as Administrative Agent pursuant to Section 9.06(a) shall, unless Royal Bank of Canada gives notice to Borrower otherwise, also constitute its resignation as Issuing Bank and Swingline Lender, and such resignation as Issuing Bank and Swingline Lender shall become effective simultaneously with the discharge of the Administrative Agent from its duties and obligations as set forth in the immediately preceding paragraph (except as to already outstanding Letters of Credit and LC Obligations and Swingline Loans, as to which the Issuing Bank and the Swingline Lender shall continue in such capacities until the LC Exposure relating thereto shall be reduced to zero and such Swingline Loans shall have been repaid, as applicable, or until the successor Administrative Agent shall succeed to the roles of Issuing Bank and Swingline Lender in accordance with the next sentence and perform the actions required by the next sentence). Upon the acceptance of a successor’s appointment as Administrative Agent hereunder, unless Royal Bank of Canada and such successor gives notice to Borrower otherwise, (i) such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring Issuing Bank and Swingline Lender and (ii) the successor Issuing Bank shall issue letters of credit in substitution for the Letters of Credit, if any, outstanding at the time of such succession or make other arrangements satisfactory to the retiring Issuing Bank to effectively assume the obligations of the retiring Issuing Bank with respect to such Letters of Credit. At the time any such resignation of the Issuing Bank shall become effective, Borrower shall pay all unpaid fees accrued for the account of the retiring Issuing Bank pursuant to Section 2.05(c).

Resignation of Agent. The Agent may at any time give notice of its resignation to the Lenders Lenders, the L/C Issuer and the Borrower. Upon receipt of any such notice of resignation, the Required Lenders shall have the right, in consultation with the consent of the Borrower so long as no Event of Default has occurred and is continuingBorrower, to appoint a successor, which shall be a bank with an office in the United States of AmericaStates, or an Affiliate of any such bank with an office in the United States of AmericaStates. If no such successor shall have been so appointed by the Required Lenders and shall have accepted such appointment within 45 30 days after the retiring Agent gives notice of its resignation, then the retiring Agent may, may on behalf of the LendersLenders and the L/C Issuer, appoint a successor Agent meeting the qualifications set forth above; provided that if the Agent shall notify the Borrower and the Lenders that no qualifying Person has accepted such appointment, then such resignation shall nonetheless become effective in accordance with such notice and (1) the retiring Agent shall be discharged from its duties and obligations hereunder and under the other Loan Documents (except that in the case of any collateral security held by the Agent on behalf of the Lenders or the L/C Issuer under any of the Loan Documents, the retiring Agent shall continue to hold such collateral security until such time as a successor Agent is appointed) and (2) all payments, communications and determinations provided to be made by, to or through the Agent shall instead be made by or to each Lender and the L/C Issuer directly, until such time as the Required Lenders appoint a successor Agent as provided for above in this Section. Upon the acceptance of a successor’s appointment as Agent hereunder, such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring (or retired) Agent, and the retiring Agent shall be discharged from all of its duties and obligations hereunder or under the other Loan Documents (if not already discharged therefrom as provided above in this Section). The fees payable by the Borrower to a successor Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Borrower and such successor. After the retiring Agent’s resignation hereunder and under the other Loan Documents, the provisions of this Article and Section 8.04 10.04 shall continue in effect for the benefit of such retiring Agent, its sub-agents and their respective Related Parties in respect of any actions taken or omitted to be taken by any of them while the retiring Agent was acting as Agent. Any resignation by Bank of America as Agent pursuant to this Section shall also constitute its resignation as L/C Issuer. Upon the acceptance of a successor’s appointment as Agent hereunder, (a) such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring L/C Issuer, (b) the retiring L/C Issuer shall be discharged from all of its duties and obligations hereunder or under the other Loan Documents, and (c) the successor L/C Issuer shall issue letters of credit in substitution for the Letters of Credit, if any, outstanding at the time of such succession or make other arrangements satisfactory to the retiring L/C Issuer to effectively assume the obligations of the retiring L/C Issuer with respect to such Letters of Credit.

Resignation of Agent. The Agent may at any time give written notice of its resignation to the Lenders Lenders, the L/C Issuer and the Lead Borrower. Upon receipt of any such notice of resignation, the Required Lenders shall have the right, in consultation with the consent of the Borrower so long as no Event of Default has occurred and is continuingLead Borrower, to appoint a successor, which shall be a bank with an office in the United States of AmericaStates, or an Affiliate of any such bank with an office in the United States of AmericaStates. If no such successor shall have been so appointed by the Required Lenders and shall have accepted such appointment within 45 30 days after the retiring Agent gives notice of its resignation, then the retiring Agent may, may on behalf of the LendersLenders and the L/C Issuer, appoint a successor Agent meeting the qualifications set forth above; provided that if the Agent shall notify the Lead Borrower and the Lenders that no qualifying Person has accepted such appointment, then such resignation shall nonetheless become effective in accordance with such notice and (1) the retiring Agent shall be discharged from its duties and obligations hereunder and under the other Loan Documents (except that in the case of any collateral security Collateral held by the Agent on behalf of the Lenders or the L/C Issuer under any of the Loan Documents, the retiring Agent shall continue to hold such collateral security until such time as a successor Agent is appointed) and (2) all payments, communications and determinations provided to be made by, to or through the Agent shall instead be made by or to each Lender and the L/C Issuer directly, DB1/ 124773100.6 -134- until such time as the Required Lenders appoint a successor Agent as provided for above in this Section. Upon the acceptance of a successor’s appointment as Agent hereunder, such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring (or retired) Agent, and the retiring Agent shall be discharged from all of its duties and obligations hereunder or under the other Loan Documents (if not already discharged therefrom as provided above in this Section). The fees payable by the Borrower Borrowers to a successor Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Lead Borrower and such successor. After the retiring Agent’s resignation hereunder and under the other Loan Documents, the provisions of this Article and Section 8.04 10.04 shall continue in effect for the benefit of such retiring Agent, its sub-agents sub‑agents and their respective Related Parties in respect of any actions taken or omitted to be taken by any of them while the retiring Agent was acting as AgentAgent hereunder.

Resignation of Agent. The Agent may at any time give notice of its resignation to the Lenders and the Borrower. Upon receipt of any such notice of resignation, the Required Lenders shall have the right, with the consent of the Borrower so long as no Event of Default has occurred and is continuing, to appoint a successor, which shall be a bank with an office in the United States of America, or an Affiliate of any such bank with an office in the United States of America. If no such successor shall have been so appointed by the Required Lenders and shall have accepted such appointment within 45 days after the retiring Agent gives notice of its resignation, then the retiring Agent may, on behalf of the Lenders, appoint a successor Agent meeting the qualifications set forth above; provided that if the Agent shall notify the Borrower and the Lenders that no qualifying Person has accepted such appointment, then such resignation shall nonetheless become effective in accordance with such notice and (1) the retiring Agent shall be discharged from its duties and obligations hereunder and under the other Loan Documents (except that in the case of any collateral security held by the Agent on behalf of the Lenders under any of the Loan Documents, the retiring Agent shall continue to hold such collateral security until such time as a successor Agent is appointed) and (2) all payments, communications and determinations provided to be made by, to or through the Agent shall instead be made by or to each Lender directly, until such time as the Required Lenders appoint a successor Agent as provided for above in this Section. Upon the acceptance of a successor’s appointment as Agent hereunder, such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring (or retired) Agent, and the retiring Agent shall be discharged from all of its duties and obligations hereunder or under the other Loan Documents (if not already discharged therefrom as provided above in this Section). The fees payable by the Borrower to a successor Agent shall be as agreed between the Borrower and such successor. After the retiring Agent’s resignation hereunder and under the other Loan Documents, the provisions of this Article and Section 8.04 shall continue in effect for the benefit of such retiring Agent, its sub-agents and their respective Related Parties in respect of any actions taken or omitted to be taken by any of them while the retiring Agent was acting as Agent.such

Resignation of Agent. The Agent may at any time give notice of its resignation to Lenders, the Lenders L/C Issuer and the Borrower. Upon receipt of any such notice of resignation, the Required Lenders shall have the right, in consultation with the consent of the Borrower so long as no Event of Default has occurred and is continuingBorrower, to appoint a successor, which shall be a bank with an office in the United States of AmericaStates, or an Affiliate of any such bank with an office in the United States of AmericaStates. If no such successor shall have been so appointed by the Required Lenders and shall have accepted such appointment within 45 thirty (30) days after the retiring Agent gives notice of its resignation, then the retiring Agent may, may on behalf of Lenders and the LendersL/C Issuer, appoint a successor Agent meeting the qualifications set forth above; provided that if the Agent shall notify the Borrower and the Lenders that no qualifying Person has accepted such appointment, then such resignation shall nonetheless become effective in accordance with such notice and (1) the retiring Agent shall be discharged from its duties and obligations hereunder and under the other Loan Documents (except that in the case of any collateral security held by the Agent on behalf of the Lenders or the L/C Issuer under any of the Loan Documents, the retiring Agent shall continue to hold such collateral security until such time as a successor Agent is appointed) and (2) all payments, communications and determinations provided to be made by, to or through the Agent shall instead be made by or to each Lender and the L/C Issuer directly, until such time as the Required Lenders appoint a successor Agent as provided for above in this Section. Upon the acceptance of a successor’s appointment as Agent hereunder, such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring (or retired) Agent, and the retiring Agent shall be discharged from all of its duties and obligations hereunder or under the other Loan Documents (if not already discharged therefrom as provided above in this Section). The fees payable by the Borrower to a successor Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Borrower and such successor. After the retiring Agent’s resignation hereunder and under the other Loan Documents, the provisions of this Article and Section 8.04 shall continue in effect for the benefit of such retiring Agent, its sub-agents and their respective Related Parties in respect of any actions taken or omitted to be taken by any of them while the retiring Agent was acting as Agent.and

Resignation of Agent. The Subject to the appointment and acceptance of a successor Agent as provided below, the Agent may resign at any time give by giving notice of its resignation thereof to the Lenders and the Borrower. The Agent shall resign if it has assigned all of its Lender Commitment and Loans and is not an Issuing Bank. Upon receipt of any such notice of resignation, (i) the Required Majority Lenders shall have the right, with the consent of the Borrower Borrower, so long as no Event of Default has occurred and is continuingin existence, shall have the right to appoint a successor, successor Agent so long as such successor Agent is also a Lender at the time of such appointment and (ii) the Majority Lenders shall have the right to appoint a successor Agent that is not a Lender at the time of such appointment so long as the Borrower consents to such appointment (which consent shall not be a bank with an office in the United States of America, or an Affiliate of any such bank with an office in the United States of Americaunreasonably withheld). If no such successor Agent shall have been so appointed by the Required Majority Lenders and shall have accepted such appointment within 45 30 days after the retiring Agent gives Agent’s giving of notice of its resignation, then the retiring Agent may, on behalf of the Lenders, and with the consent of the Borrower which shall not be unreasonably withheld, appoint a successor Agent meeting the qualifications set forth above; provided that if the Agent. Any successor Agent shall notify be a bank which has an office in the Borrower United States and a combined capital and surplus of at least $500,000,000.00. Upon the Lenders that no qualifying Person has accepted acceptance of any appointment as Agent hereunder by a successor Agent, such appointmentsuccessor Agent shall thereupon succeed to and become vested with all the rights, then such resignation shall nonetheless become effective in accordance with such notice powers, privileges and (1) duties of the retiring Agent, and the retiring Agent shall be discharged from its duties and obligations as Agent thereafter arising hereunder and under the any other Loan Documents (except that in the case of any collateral security held by the Agent on behalf of the Lenders under any of the Loan Credit Documents, the retiring Agent but shall continue to hold such collateral security until such time as a successor Agent is appointed) and (2) all payments, communications and determinations provided to be made by, to or through the Agent shall instead be made by or to each Lender directly, until such time as the Required Lenders appoint a successor Agent as provided for above in this Section. Upon the acceptance of a successor’s appointment as Agent hereunder, such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring (or retired) Agent, and the retiring Agent shall not be discharged from all any liabilities for its actions as Agent prior to the date of its duties and obligations hereunder or under the other Loan Documents (if not already discharged therefrom as provided above in this Section)discharge. The fees payable by the Borrower to a Such successor Agent shall be as agreed between promptly specify by notice to the Borrower its principal office referred to in Section 2.1 and such successorSection 2.2 hereof. After the any retiring Agent’s resignation hereunder and under the other Loan Documentsas Agent, the provisions of this Article and Section 8.04 8 shall continue in effect for the its benefit of such retiring Agent, its sub-agents and their respective Related Parties in respect of any actions taken or omitted to be taken by any of them it while the retiring Agent it was acting as the Agent.

Resignation of Agent. The Agent may at any time give written notice of its resignation to the Lenders and the Lead Borrower. Upon receipt of any such notice of resignation, the Required Lenders shall have the right, in consultation with the consent of the Borrower so long as no Event of Default has occurred and is continuingLead Borrower, to appoint a successor, which shall be a bank with an office in the United States of AmericaStates, or an Affiliate of any such bank with an office in the United States of AmericaStates. If no such successor shall have been so appointed by the Required Lenders and shall have accepted such appointment within 45 thirty (30) days after the retiring Agent gives notice of its resignation, then the retiring Agent may, on behalf of the LendersLenders and the L/C Issuer, appoint a successor Agent meeting the qualifications set forth above; provided provided, that if the Agent shall notify the Lead Borrower and the Lenders that no qualifying Person has accepted such appointment, then such resignation shall nonetheless become effective in accordance with such notice and (1) the retiring Agent shall be discharged from its duties and obligations hereunder and under the other Loan Documents (except that in the case of any collateral security Collateral held by the Agent on behalf of the Lenders or the L/C Issuer under any of the Loan Documents, the retiring Agent shall continue to hold such collateral security until such time as a successor Agent is appointed) and (2) all payments, communications and determinations provided to be made by, to or through the Agent shall instead be made by or to each Lender and the L/C Issuer directly, until such time as the Required Lenders appoint a successor Agent as provided for above in this Section. Upon the acceptance of a successor’s appointment as Agent hereunder, such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring (or retired) Agent, and the retiring Agent shall be discharged from all of its duties and obligations hereunder or under the other Loan Documents (if not already discharged therefrom as provided above in this Section). The fees payable by the Borrower Borrowers to a successor Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Lead Borrower and such successor. After the retiring Agent’s resignation hereunder and under the other Loan Documents, the provisions of this Article and Section 8.04 10.04 shall continue in effect for the benefit of such retiring Agent, its sub-agents and their respective Related Parties in respect of any actions taken or omitted to be taken by any of them while the retiring Agent was acting as AgentAgent hereunder. Any resignation by Xxxxx Fargo as Agent pursuant to this Section shall also constitute its resignation as Swing Line Lender and the resignation of Xxxxx Fargo as L/C Issuer. Upon the acceptance of a successor’s appointment as Agent hereunder, (a) such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring L/C Issuer and Swing Line Lender, (b) the retiring L/C Issuer and Swing Line Lender shall be discharged from all of their respective duties and obligations hereunder or under the other Loan Documents, and (c) the successor L/C Issuer shall issue letters of credit in substitution for the Letters of Credit, if any, outstanding at the time of such succession or make other arrangements satisfactory to the retiring L/C Issuer to effectively assume the obligations of the retiring L/C Issuer with respect to such Letters of Credit.

Resignation of Agent. The Each Agent may at any time upon 30 days’ advance written notice give notice of its resignation to 38669945_32 the Lenders and the Borrower. Upon receipt of any such notice of resignation, the Required Lenders shall have the right, in consultation with the consent of the Borrower so long as no Event of Default has occurred and is continuingBorrower, to appoint a successor, which shall be a bank with an office in the United States of AmericaStates, or an Affiliate of any such bank with an office in the United States of AmericaStates; provided, in each case, that such successor is a U.S. financial institution described in Treasury Regulation Section 1.1441-1(b)(2)(ii) or a U.S. branch described in Treasury Regulation Section 1.1441-1(b)(2)(iv). If no such successor shall have been so appointed by the Required Lenders and shall have accepted such appointment within 45 30 days after the retiring Agent gives notice of its resignation, then the retiring Agent may, may on behalf of the Lenders, appoint a successor Agent meeting the qualifications set forth above; above provided that if the Agent shall notify the Borrower and the Lenders that no qualifying Person person has accepted such appointment, then such resignation shall nonetheless become effective in accordance with such notice and (1) the retiring Agent shall be discharged from its duties and obligations hereunder and under the other Loan Documents (except that in the case of any collateral security held by the Collateral Agent on behalf of the Lenders under any of the Loan Documents, the retiring Collateral Agent shall continue to hold such collateral security as nominee until such time as a successor Collateral Agent is appointed) and (2) all payments, communications and determinations provided to be made by, to or through the an Agent shall instead be made by or to each Lender directly, until such time as the Required Lenders appoint a successor Agent as provided for above in this Sectionparagraph. Upon the acceptance of a successor’s appointment as Agent hereunder, such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring (or retired) Agent, and the retiring Agent shall be discharged from all of its duties and obligations hereunder or under the other Loan Documents (if not already discharged therefrom as provided above in this Sectionparagraph). The fees payable by the Borrower to a successor Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Borrower and such successor. After the retiring Agent’s resignation hereunder and under the other Loan Documents, the provisions of this Article IX and Section 8.04 10.03 shall continue in effect for the benefit of such retiring Agent, its sub-agents sub‑agents and their respective Related Parties in respect of any actions taken or omitted to be taken by any of them while the retiring Agent was acting as Agent.

Resignation of Agent. The Agent may at any time give written notice of its resignation to the Lenders and the Lead Borrower. Upon receipt of any such notice of resignation, the Required Lenders shall have the right, in consultation with the consent of the Borrower so long as no Event of Default has occurred and is continuingLead Borrower, to appoint a successor, which shall be a bank with an office in the United States of AmericaStates, or an Affiliate of any such bank with an office in the United States of AmericaStates. If no such successor shall have been so appointed by the Required Lenders and shall have accepted such appointment within 45 30 days after the retiring Agent gives notice of its resignation, then the retiring Agent may, may on behalf of the Lenders, appoint a successor Agent meeting the qualifications set forth above; provided that if the Agent shall notify the Lead Borrower and the Lenders that no qualifying Person has accepted such appointment, then such resignation shall nonetheless become effective in accordance with such notice and (1) the retiring Agent shall be discharged from its duties and obligations hereunder and under the other Loan Documents (except that in the case of any collateral security Collateral held by the Agent on behalf of the Lenders under any of the Loan Documents, the retiring Agent shall continue to hold such collateral security until such time as a successor Agent is appointed) and (2) all payments, communications and determinations provided to be made by, to or through the Agent shall instead be made by or to each Lender directly, until such time as the Required Lenders appoint a successor Agent as provided for above in this Section. Upon the acceptance of a successor’s appointment as Agent hereunder, such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring (or retired) Agent, and the retiring Agent shall be discharged from all of its duties and obligations hereunder or under the other Loan Documents (if not already discharged therefrom as provided above in this Section). The fees payable by the Borrower to a successor Agent shall be as agreed between the Borrower and such successor. After the retiring Agent’s resignation hereunder and under the other Loan Documents, the provisions of this Article and Section 8.04 shall continue in effect for the benefit of such retiring Agent, its sub-agents and their respective Related Parties in respect of any actions taken or omitted to be taken by any of them while the retiring Agent was acting as Agent.therefrom

Resignation of Agent. The Fleet National Bank (or any other ------------- --------------------- Agent hereunder), may resign as the Agent at any time give by giving fifteen (15) days' prior written notice of its resignation thereof to the Lenders and the Borrower. Any such resignation shall take effect at the end of such fifteen (15) day period or upon the earlier appointment of a successor Agent by the Required Lenders as provided below. Upon receipt any resignation of Fleet National Bank (or any such notice of resignationother Agent hereunder), the Required Lenders shall have the right, with the consent of the Borrower so long as no Event of Default has occurred and is continuing, to appoint a successorsuccessor agent from among the Lenders or, which shall be a bank with an office in the United States of America, if such appointment is deemed inadvisable or an Affiliate of any such bank with an office in the United States of America. If no such successor shall have been so appointed impractical by the Required Lenders Lenders, another financial institution with a combined capital and surplus of at least $500,000,000. Upon the acceptance of any appointment as Agent hereunder by a successor Agent, such successor Agent shall have accepted such appointment within 45 days after thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring Agent gives notice of its resignation, then Agent. After the retiring Agent may, on behalf effective date of the Lendersresignation of an Agent hereunder, appoint a successor Agent meeting the qualifications set forth above; provided that if the Agent shall notify the Borrower and the Lenders that no qualifying Person has accepted such appointment, then such resignation shall nonetheless become effective in accordance with such notice and (1) the retiring Agent shall be discharged from its duties and obligations hereunder and under the other Loan Documents (except that in the case of any collateral security held by the Agent on behalf of the Lenders under any of the Loan Documents, the retiring Agent shall continue to hold such collateral security until such time as a successor Agent is appointed) and (2) all payments, communications and determinations provided to be made by, to or through the Agent shall instead be made by or to each Lender directly, until such time as the Required Lenders appoint a successor Agent as provided for above in this Section. Upon the acceptance of a successor’s appointment as Agent hereunder, such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring (or retired) Agent, and the retiring Agent shall be discharged from all of its duties and obligations hereunder or under the other Loan Documents (if not already discharged therefrom as provided above in this Section). The fees payable by the Borrower to a successor Agent shall be as agreed between the Borrower and such successor. After the retiring Agent’s resignation hereunder and under the other Loan Documents, that the provisions of this Article and Section 8.04 ARTICLE X shall continue in effect for the its benefit of such retiring Agent, its sub-agents and their respective Related Parties in respect of any actions taken or omitted to be taken by any of them it while the retiring Agent it was acting as the Agent. In the event that there shall not be a duly appointed and acting Agent, the Borrower agrees to make each payment due to the Agent hereunder and under the Notes, if any, directly to each Lender entitled thereto, pursuant to written instructions provided by the retiring Agent, and to provide copies of each certificate or other document required to be furnished to the Agent hereunder, if any, directly to each Lender.

Resignation of Agent. The Subject to the appointment and acceptance of a successor Administrative Agent as provided below, the Administrative Agent may resign at any time give notice of its resignation to by notifying the Lenders and the Borrower. Upon receipt of any such notice of resignation, the Required Majority Lenders shall have the right, in consultation with the consent of the Borrower so long as no Event of Default has occurred and is continuingBorrower, to appoint a successor, which shall be a bank with an office in the United States of America, or an Affiliate of any such bank with an office in the United States of America. If no such successor shall have been so appointed by the Required Majority Lenders and shall have accepted such appointment within 45 30 days after the retiring Administrative Agent gives notice of its resignation, then the retiring Administrative Agent may, on behalf of the Lenders, appoint a successor Administrative Agent meeting which shall be a bank with an office in New York, New York, or an Affiliate of any such bank. If no successor Administrative Agent has been appointed pursuant to the qualifications set forth above; provided that if immediately preceding sentence by the Agent 30th day after the date such notice of resignation was given by such Administrative Agent, such Administrative Agent’s resignation shall notify the Borrower become effective and the Majority Lenders that no qualifying Person has accepted shall thereafter perform all the duties of such appointment, then such resignation shall nonetheless become effective in accordance with such notice and (1) the retiring Administrative Agent shall be discharged from its duties and obligations hereunder and and/or under the any other Loan Documents (except that in the case of any collateral security held by the Agent on behalf of the Lenders under any of the Loan Documents, the retiring Agent shall continue to hold such collateral security Document until such time as a successor Agent is appointed) and (2) all paymentstime, communications and determinations provided to be made byif any, to or through the Agent shall instead be made by or to each Lender directly, until such time as the Required Majority Lenders appoint a successor Agent as provided for above in this SectionAdministrative Agent. Upon the acceptance of its appointment as Administrative Agent hereunder by a successor’s appointment as Agent hereunder, such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring (or retired) Administrative Agent, and the retiring Administrative Agent shall be discharged from all of its duties and obligations hereunder or under the other Loan Documents (if not already discharged therefrom as provided above in this Section)hereunder. The fees payable by the Borrower to a successor Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Borrower and such successor. After the retiring an Administrative Agent’s resignation hereunder and under the other Loan Documentshereunder, the provisions of this Article and Section 8.04 10.03 shall continue in effect for the benefit of such retiring Administrative Agent, its sub-agents and their respective Related Parties in respect of any actions taken or omitted to be taken by any of them while the retiring Agent was acting as Administrative Agent.

Resignation of Agent. The Hayfin Services LLP (or any successor Agent) may resign as the Agent may at any time give upon ten (10) days’ notice of its resignation to the Lenders and the Borrower; provided, that if no successor Agent is appointed in accordance with the terms set forth below within such 10-day period, the Agent’s resignation shall not be effective until the earlier to occur of (x) the date of the appointment of the successor agent or (y) the date that is thirty (30) days after the last day of such 10-day period. Upon receipt the resignation or removal of any such notice of resignationthe Agent under this Agreement, the Required Lenders shall have appoint from among the right, with Lenders a successor agent for the consent of the Borrower so long as no Event of Default has occurred and is continuing, to appoint a successor, which shall be a bank with an office in the United States of America, or an Affiliate of any such bank with an office in the United States of AmericaLenders. If no such successor shall have been so agent is appointed by the Required Lenders and shall have accepted such appointment within 45 days after prior to the effective date of the resignation or removal of the Agent, the retiring or removed Agent gives notice of its resignationmay appoint, then after consulting with the retiring Agent mayLenders and the Borrower, on behalf of a successor agent from among the Lenders, appoint a successor Agent meeting the qualifications set forth above; provided that if the Agent shall notify the Borrower and the Lenders that no qualifying Person has accepted such appointment, then such resignation shall nonetheless become effective in accordance with such notice and (1a) the retiring or removed Agent shall be discharged from its duties and obligations hereunder and under the other Loan Documents (except that in the case of any collateral security held by the Agent on behalf of the Lenders under any of the Loan Documents, the retiring or removed Agent shall continue to hold such collateral security until such time as a successor Agent is appointed) and (2b) all payments, communications and determinations provided to be made by, to or through the Agent shall instead be made by or to each Lender directly, until such time as the Required Lenders appoint a successor Agent as provided for above in this Section. Upon the acceptance of a successor’s appointment as Agent hereunder, such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring (or retired) Agent, and the retiring Agent shall be discharged from all of its duties and obligations hereunder or under the other Loan Documents (if not already discharged therefrom as provided above in this Section). The fees payable by the Borrower to a successor Agent shall be as agreed between the Borrower and such successor. After the retiring Agent’s resignation hereunder and under the other Loan Documents, the provisions of this Article and Section 8.04 shall continue in effect for the benefit of such retiring Agent, its sub-agents and their respective Related Parties in respect of any actions taken or omitted to be taken by any of them while the retiring Agent was acting as Agent.above

Resignation of Agent. The (a) Agent may resign at any time give by delivering notice of its such resignation to the Lenders and the Borrower, effective on the date set forth in such notice or, if no such date is set forth therein, upon the date such notice shall be effective in accordance with the terms of this Section 8.9. Upon receipt of If Agent delivers any such notice of resignationnotice, the Required Lenders shall have the right, with the consent of the Borrower so long as no Event of Default has occurred and is continuing, right to appoint a successorsuccessor Agent. If, which shall be a bank with an office in after 30 days after the United States date of Americaretiring Agent’s notice of resignation, or an Affiliate of any such bank with an office in the United States of America. If no such successor shall have Agent has been so appointed by the Required Lenders and shall have that has accepted such appointment within 45 days after the retiring Agent gives notice of its resignationappointment, then the retiring Agent may, on behalf of the Lenders, appoint a successor Agent meeting from among the qualifications set forth above; provided that if Lenders. Each appointment under this clause (a) shall be subject to the Agent prior consent of the Borrower, which may not be unreasonably withheld but shall notify not be required during the Borrower and the Lenders that no qualifying Person has accepted such appointmentcontinuance of an Event of Default. (b) Effective immediately upon its resignation, then such resignation shall nonetheless become effective in accordance with such notice and (1i) the retiring Agent shall be discharged from its duties and obligations hereunder and under the other Loan Documents (except that in the case of any collateral security held by the Agent on behalf of the Lenders under any of the Loan Documents, (ii) the Lenders shall assume and perform all of the duties of Agent until a successor Agent shall have accepted a valid appointment hereunder, (iii) the retiring Agent and its Related Persons shall no longer have the benefit of any provision of any Loan Document other than with respect to any actions taken or omitted to be taken while such retiring Agent was, or because such Agent had been, validly acting as Agent under the Loan Documents and (iv) subject to its rights under Section 8.3, the retiring Agent shall continue take such action as may be reasonably necessary to hold such collateral security until such time assign to the successor Agent its rights as Agent under the Loan Documents. Effective immediately upon its acceptance of a valid appointment as Agent, a successor Agent is appointed) and (2) all payments, communications and determinations provided to be made by, to or through the Agent shall instead be made by or to each Lender directly, until such time as the Required Lenders appoint a successor Agent as provided for above in this Section. Upon the acceptance of a successor’s appointment as Agent hereunder, such successor shall succeed to to, and become vested with with, all of the rights, powers, privileges and duties of the retiring (or retired) Agent, and the retiring Agent shall be discharged from all of its duties and obligations hereunder or under the other Loan Documents (if not already discharged therefrom as provided above in this Section). The fees payable by the Borrower to a successor Agent shall be as agreed between the Borrower and such successor. After the retiring Agent’s resignation hereunder and under the other Loan Documents, the provisions of this Article and Section 8.04 shall continue in effect for the benefit of such retiring Agent, its sub-agents and their respective Related Parties in respect of any actions taken or omitted to be taken by any of them while the retiring Agent was acting as Agent.

Resignation of Agent. The (a) Any Agent may at any time give notice of its resignation to the Lenders Lenders, the Letter of Credit Issuer and the BorrowerBorrower Parties. Upon receipt of any such notice of resignationresignation from the Administrative Agent, the Required Lenders shall have the right, with the consent of Borrowers (which consent shall not be unreasonably withheld, delayed or conditioned and except that consent of Borrowers shall not be required during the Borrower so long as no continuance of any Event of Default has occurred and is continuingDefault), to appoint a successor, which shall be a bank with an office in the United States of AmericaStates, or an Affiliate of any such bank with an office in the United States of AmericaStates. If no such successor shall have been so appointed by the Required Lenders and shall have accepted such appointment within 45 30 days after the retiring Administrative Agent gives notice of its resignation, then the retiring Administrative Agent may, may on behalf of the LendersLenders and the Letter of Credit Issuer, appoint a successor Administrative Agent meeting the qualifications set forth above; , provided that if the Administrative Agent shall notify the Borrower Parties and the Lenders that no qualifying Person has accepted such appointment, then such resignation shall nonetheless become effective in accordance with such notice and and: (1i) the retiring Administrative Agent shall be discharged from its duties and obligations hereunder and under the other Loan Documents (except that in the case of any collateral security held by the Administrative Agent on behalf of Lenders or the Lenders Letter of Credit Issuer under any of the Loan Documents, the retiring Administrative Agent shall continue to hold such collateral security until such time as a successor Administrative Agent is appointed) ); and (2ii) all payments, communications and determinations provided to be made by, to or through the Administrative Agent shall instead be made by or to each Lender and the Letter of Credit Issuer directly, until such time as the Required Lenders appoint a successor Administrative Agent as provided for above in this Section. Upon the acceptance of a successor’s appointment as Administrative Agent hereunder, such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring (or retired) Administrative Agent, and the retiring Administrative Agent shall be discharged from all of its duties and obligations hereunder or under the other Loan Documents (if not already discharged therefrom as provided above in this Section). The fees payable by the Borrower Parties to a successor Administrative Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Borrower Parties and such successor. After the retiring Administrative Agent’s resignation hereunder and under the other Loan Documents, the provisions of this Article Section and Section 8.04 12.06 shall continue in effect for the benefit of such retiring Administrative Agent, its sub-agents and their respective Related Parties in respect of any actions taken or omitted to be taken by any of them while the retiring Administrative Agent was acting as Administrative Agent. 4839-3568-8659 v.44820-4713-6753 v.6 (b) Any resignation by Union Bank as Administrative Agent pursuant to this Section 11.06 will also constitute its resignation as Letter of Credit Issuer. If Union Bank resigns as Letter of Credit Issuer, it will retain all the rights, powers, privileges and duties of the Letter of Credit Issuer hereunder with respect to all Letters of Credit outstanding as of the effective date of its resignation as Letter of Credit Issuer and all Letter of Credit Obligations with respect thereto, including the right to require the Lenders to make Base Rate Loans or fund risk participations in Unreimbursed Amounts pursuant to Section 2.07(c). In the event of any such resignation as Letter of Credit Issuer, the Borrower Parties will be entitled to appoint from among the Lenders a successor Letter of Credit Issuer hereunder (which successor must in all cases be a Lender other than a Defaulting Lender). Upon the appointment by the Borrower Parties of a successor Letter of Credit Issuer hereunder: (i) such successor will succeed to and become vested with all of the rights, powers, privileges and duties of the retiring Letter of Credit Issuer; (ii) the retiring Letter of Credit Issuer will be discharged from all of its duties and obligations hereunder or under the other Loan Documents; and (iii) the successor Letter of Credit Issuer will issue letters of credit in substitution for the Letters of Credit, if any, outstanding at the time of such succession or make other arrangements satisfactory to Union Bank to effectively assume the obligations of Union Bank with respect to such Letters of Credit.

Resignation of Agent. The Agent may at any time give resign as Agent upon thirty (30) days' notice to Lenders and Borrower Representative, and such resignation shall be effective on the earlier of (a) the appointment of a successor Agent by Required Lenders, subject, in the absence of an Event of Default, to the prior written consent of Borrowers (which consent shall not be unreasonably withheld, conditioned or delayed) or (b) the date on which such 30-day period expires. If Agent provides Lenders and Borrower Representative with notice of its resignation intention to the Lenders and the Borrower. Upon receipt of any such notice of resignationresign as Agent, the Required Lenders shall have the right, with the consent of the Borrower so long as no Event of Default has occurred and is continuing, agree to appoint a successorsuccessor to Agent as promptly as possible thereafter, which shall be a bank with an office in the United States of America, or an Affiliate of any such bank with an office in the United States of America. If no whereupon such successor shall have been so appointed by succeed to the Required Lenders rights, powers and shall have accepted duties of Agent, and the term "Agent" means such appointment within 45 days after successor effective upon its appointment. Upon the retiring Agent gives notice effective date of its an Agent's resignation, then such Agent's rights, powers and duties as Agent hereunder immediately shall terminate, without any other or further act or deed on the retiring part of such former Agent may, on behalf or any of the Lenders, appoint a successor Agent meeting the qualifications set forth above; provided that if the Agent shall notify the Borrower and the Lenders that no qualifying Person has accepted such appointment, then such resignation shall nonetheless become effective in accordance with such notice and (1) the retiring Agent shall be discharged from its duties and obligations hereunder and under the other Loan Documents parties to this Agreement (except that in the case of any collateral security held by the Agent on behalf of the Lenders under any of the Loan Documents, the retiring or removed Agent shall continue to hold such collateral security until such time as a successor Agent is appointed) and (2) all payments, communications and determinations provided to be made by, to or through the Agent shall instead be made by or to each Lender directly, until such time as the Required Lenders appoint a successor Agent as provided for above in this Section. Upon the acceptance of a successor’s appointment as Agent hereunder, such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring (or retired) Agent, and the retiring Agent shall be discharged from all of its duties and obligations hereunder or under the other Loan Documents (if not already discharged therefrom as provided above in this Section). The fees payable by the Borrower to a successor Agent shall be as agreed between the Borrower and such successor. After the retiring an Agent’s 's resignation hereunder and under the other Loan Documentshereunder, the provisions of this Article and Section 8.04 12 shall continue in effect for the to inure to such Agent's benefit of such retiring Agent, its sub-agents and their respective Related Parties in respect of as to any actions taken or omitted to be not taken by any of them such Agent while the retiring Agent was acting as Agent.

Resignation of Agent. The Agent may resign as such at any time give upon thirty days' prior written notice of its resignation to the Lenders Borrower and the BorrowerBanks. Upon receipt In the event of any such notice of resignation, the Required Lenders shall have Borrower shall, by an instrument in writing delivered to the rightBanks and the Agent, with the consent of the Borrower so long as no Event of Default has occurred and is continuing, to appoint a successor, which shall be a Bank or any other commercial bank with an office in organized under the laws of the United States or any State thereof and having a combined capital and surplus of Americaat least $500,000,000, or provided, that, if an Affiliate Event of any Default has occurred and is continuing at the time of such bank with an office in resignation, the United States of America. If no such successor Required Banks shall have been so appointed by the Required Lenders and shall have accepted such appointment within 45 days after the retiring Agent gives notice of its resignation, then the retiring Agent mayright to appoint, on behalf of the LendersBorrower and the Banks, the successor agent. If a successor is not so appointed or does not accept such appointment before the Agent's resignation becomes effective, the resigning Agent may appoint a temporary successor Agent meeting to act until such appointment by the qualifications set forth above; provided that if Borrower is made and accepted any successor to the Agent shall notify execute and deliver to the Borrower and the Lenders that no qualifying Person has accepted Banks an instrument accepting such appointment, then such resignation shall nonetheless become effective in accordance with such notice appointment and (1) the retiring Agent shall be discharged from its duties and obligations hereunder and under the other Loan Documents (except that in the case of any collateral security held by the Agent on behalf of the Lenders under any of the Loan Documents, the retiring Agent shall continue to hold such collateral security until such time as a successor Agent is appointed) and (2) all payments, communications and determinations provided to be made by, to or through the Agent shall instead be made by or to each Lender directly, until such time as the Required Lenders appoint a successor Agent as provided for above in this Section. Upon the acceptance of a successor’s appointment as Agent hereunder, thereupon such successor Agent, without further act, deed, conveyance or transfer shall succeed to and become vested with all of the properties, rights, interests, powers, privileges authorities and duties obligations of the retiring (or retired) its predecessor hereunder with like effect as if originally named as Agent hereunder. Upon request of such successor Agent, and the retiring Agent shall be discharged from all of its duties and obligations hereunder or under the other Loan Documents (if not already discharged therefrom as provided above in this Section). The fees payable by the Borrower to a successor Agent shall be as agreed between the Borrower and the resigning Agent shall execute and deliver such successorinstruments of conveyance, assignment and further assurance and do such other things as may reasonably be required for more fully and certainly vesting and confirming in such successor Agent all such properties, rights, interests, powers, authorities and obligations. After the retiring Agent’s resignation hereunder and under the other Loan Documents, the The provisions of this Article and Section 8.04 VII shall continue in effect thereafter remain effective for the benefit of such retiring Agent, its sub-agents and their respective Related Parties in resigning Agent with respect of to any actions taken or omitted to be taken by any of them such Agent while the retiring Agent was acting as Agentthe Agent hereunder.

Resignation of Agent. The Agent may resign at any time give by giving written notice of its resignation thereof to the Lenders and the BorrowerBorrowers. Upon receipt of any such notice of resignation, the Required Lenders shall have the right, right to appoint a successor Agent (which appointment shall be with the prior consent of the Borrower so long as Borrowers provided no Default or Event of Default has occurred then exists hereunder, and is continuingwhich consent shall not be unreasonably withheld), to appoint a successor, which and any such successor Agent shall be a commercial bank with an office in organized under the laws of the United States of America, America or an Affiliate of any such bank with an office in the United States State thereof and having a combined capital and surplus of Americaat least $100,000,000.00. If no such successor Agent shall have been so appointed by the Required Lenders Lenders, and shall have accepted such appointment appointment, within 45 thirty (30) days after the retiring Agent gives Agent’s giving of notice of its resignation, then the retiring Agent mayshall, on behalf of all of the Lenders, appoint a successor Agent meeting (which appointment shall be with the qualifications set forth above; prior consent of Borrowers provided that if the Agent no Default or Event of Default then exists hereunder, and which consent shall notify the Borrower not be unreasonably withheld), and the Lenders that no qualifying Person has accepted any such appointment, then such resignation shall nonetheless become effective in accordance with such notice and (1) the retiring successor Agent shall be discharged from its duties and obligations hereunder and a commercial bank organized under the other Loan Documents (except that in laws of the case United States of America or of any collateral security held by the Agent on behalf State thereof and having a combined capital and surplus of the Lenders under any of the Loan Documents, the retiring Agent shall continue to hold such collateral security until such time as a successor Agent is appointed) and (2) all payments, communications and determinations provided to be made by, to or through the Agent shall instead be made by or to each Lender directly, until such time as the Required Lenders appoint a successor Agent as provided for above in this Sectionat least $100,000,000.00. Upon the acceptance of a successor’s any appointment as Agent hereunderhereunder by a successor Agent, such successor Agent shall thereupon succeed to and become vested with all of the rights, powers, privileges and duties of the retiring (or retired) Agent, and the retiring Agent shall be discharged from all of its duties and obligations hereunder or under the other Loan Documents (if not already discharged therefrom as provided above in this Section). The fees payable by the Borrower to a successor Agent shall be as agreed between the Borrower and such successorAgreement. After the any retiring Agent’s resignation hereunder and under the other Loan Documentsas Agent, the provisions of this Article and Section 8.04 9 shall continue in effect for the inure to its benefit of such retiring Agent, its sub-agents and their respective Related Parties in respect of as to any actions taken or omitted to be taken by any of them it while the retiring it was Agent was acting as Agentunder this Agreement.

Resignation of Agent. The (a) Agent may xxx resign at any time give by delivering notice of its such resignation to Xxxxxxx and Borrowers, effective on the Lenders and date set forth in such notice or, if no such date is set forth therein, upon the Borrowerdate such notice shall be effective in accordance with the terms of this Section 8.9. Upon receipt of If Agent delivers any such notice of resignationnotice, the Required Lenders shall have the right, with the consent of the Borrower so long as no Event of Default has occurred and is continuing, right to appoint a successorsuccessor Agent. If, which shall be a bank with an office in the United States of America, or an Affiliate of any such bank with an office in the United States of America. If no such successor shall have been so appointed by the Required Lenders and shall have accepted such appointment within 45 30 days after the retiring Agent gives having given notice of its resignation, no successor Agent has been appointed by the Required Xxxxxxx that has accepted such appointment, then the retiring Agent may, on behalf of the LendersXxxxxxx, appoint a successor Agent meeting the qualifications set forth above; provided that if the Agent shall notify the Borrower and the Lenders that no qualifying Person has accepted such appointmentfrom among Xxxxxxx. (b) Effective immediately upon its resignation, then such resignation shall nonetheless become effective in accordance with such notice and (1i) the retiring Agent shall be discharged from its duties and obligations hereunder and under the other Loan Documents (except that in the case of any collateral security held by the Agent on behalf of the Lenders under any of the Loan Documents, (ii) Lenders shall assume and perform all of the duties of Agent until a successor Agent shall have accepted a valid appointment hereunder, (iii) the retiring Agent and its Related Persons shall no longer have the benefit of any provision of any Loan Document other than with respect to any actions taken or omitted to be taken while such retiring Agent was, or because such Agent had been, validly acting as Agent under the Loan Documents and (iv) subject to its rights under Section 8.3, the retiring Agent shall continue take such action as may be reasonably necessary to hold such collateral security until such time assign to the successor Agent its rights as Agent under the Loan Documents. Effective immediately upon its acceptance of a valid appointment as Agent, a successor Agent is appointed) and (2) all payments, communications and determinations provided to be made by, to or through the Agent shall instead be made by or to each Lender directly, until such time as the Required Lenders appoint a successor Agent as provided for above in this Section. Upon the acceptance of a successor’s appointment as Agent hereunder, such successor shall succeed to to, and become vested with with, all of the rights, powers, privileges and duties of the retiring (or retired) Agent, and the retiring Agent shall be discharged from all of its duties and obligations hereunder or under the other Loan Documents (if not already discharged therefrom as provided above in this Section). The fees payable by the Borrower to a successor Agent shall be as agreed between the Borrower and such successor. After the retiring Agent’s resignation hereunder and under the other Loan Documents, the provisions of this Article and Section 8.04 shall continue in effect for the benefit of such retiring Agent, its sub-agents and their respective Related Parties in respect of any actions taken or omitted to be taken by any of them while the retiring Agent was acting as Agent.

Resignation of Agent. The Agent may at any time give resign as Agent upon thirty (30) days' notice to Lenders and Borrower Representative, and such resignation shall be effective on the earlier of (a) the appointment of a successor Agent by Required Lenders, subject, in the absence of an Event of Default, to the prior written consent of Borrowers (which consent shall not be unreasonably withheld, conditioned or delayed) or (b) the date on which such 30-day period expires. If Agent provides Lenders and Borrower Representative with notice of its resignation intention to the Lenders and the Borrower. Upon receipt of any such notice of resignationresign as Agent, the Required Lenders shall have the right, with the consent of the Borrower so long as no Event of Default has occurred and is continuing, agree to appoint a successorsuccessor to Agent as promptly as possible thereafter, which shall be a bank with an office in the United States of America, or an Affiliate of any such bank with an office in the United States of America. If no whereupon such successor shall have been so appointed by succeed to the Required Lenders rights, powers and shall have accepted duties of Agent, and the term "Agent" means such appointment within 45 days after successor effective upon its appointment. Upon the retiring Agent gives notice effective date of its an Agent's resignation, then such Agent's rights, powers and duties as Agent hereunder immediately shall terminate, without any other or further act or deed on the retiring part of such former Agent may, on behalf or any of the Lenders, appoint a successor Agent meeting the qualifications set forth above; provided that if the Agent shall notify the Borrower and the Lenders that no qualifying Person has accepted such appointment, then such resignation shall nonetheless become effective in accordance with such notice and (1) the retiring Agent shall be discharged from its duties and obligations hereunder and under the other Loan Documents parties to this Agreement (except that in the case of any collateral security held by the Agent on behalf of the Lenders under any of the Loan Documents, the retiring or removed Agent shall continue to hold such collateral security until such time as a successor Agent is appointed) and (2) all payments, communications and determinations provided to be made by, to or through the Agent shall instead be made by or to each Lender directly, until such time as the Required Lenders appoint a successor Agent as provided for above in this Section. Upon the acceptance of a successor’s appointment as Agent hereunder, such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring (or retired) Agent, and the retiring Agent shall be discharged from all of its duties and obligations hereunder or under the other Loan Documents (if not already discharged therefrom as provided above in this Section). The fees payable by the Borrower to a successor Agent shall be as agreed between the Borrower and such successor. After the retiring an Agent’s 's resignation hereunder and under the other Loan Documentshereunder, the provisions of this Article and Section 8.04 12 shall continue in effect for the to inure to such Agent's benefit of such retiring Agent, its sub-agents and their respective Related Parties in respect of as to any actions taken or omitted to be not taken by any of them such Agent while the retiring Agent was acting as Agent.. ​

Resignation of Agent. The Subject to the appointment and acceptance of a successor Agent as provided below, the Agent may resign at any time give by giving written notice of its resignation thereof to the Lenders Banks and the Borrower, provided that the Borrower and the other Banks shall be promptly notified thereof. Upon receipt of any such notice of resignation, the Required Lenders Banks shall have the right, with the consent of the Borrower so long as no Event of Default has occurred and is continuing, right to appoint a successor, which shall be a bank with an office in successor Agent from among the United States of America, or an Affiliate of any such bank with an office in the United States of AmericaBanks. If no such successor Agent shall have been so appointed by the Required Lenders Banks and shall have accepted such appointment within 45 thirty (30) days after the retiring Agent gives Agent's giving of notice of its resignation, then the retiring Agent may, on behalf of the LendersBanks, appoint a successor Agent, which shall be a bank which has an office in New York, New York with a minimum capital (plus surplus) of $1,000,000,000. The appointment of any bank which is not then a party hereto shall be subject to the approval of the Borrower, which shall not be unreasonably withheld. The Required Banks or the retiring Agent, as the case may be, shall upon the appointment of a successor Agent meeting the qualifications set forth above; provided that if the Agent shall promptly so notify the Borrower and the Lenders that no qualifying Person has accepted other Banks. Upon the acceptance of any appointment as Agent hereunder by a successor Agent, such appointmentsuccessor Agent shall thereupon succeed to and become vested with all the rights, then such resignation shall nonetheless become effective in accordance with such notice powers, privileges and (1) duties of the retiring Agent, and the retiring Agent shall be discharged from its duties and obligations hereunder and under the other Loan Documents (except that in the case of any collateral security held by the Agent on behalf of the Lenders under any of the Loan Documents, the retiring Agent shall continue to hold such collateral security until such time as a successor Agent is appointed) and (2) all payments, communications and determinations provided to be made by, to or through the Agent shall instead be made by or to each Lender directly, until such time as the Required Lenders appoint a successor Agent as provided for above in this Section. Upon the acceptance of a successor’s appointment as Agent hereunder, such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring (or retired) Agent, and the retiring Agent shall be discharged from all of its duties and obligations hereunder or under the other Loan Documents (if not already discharged therefrom as provided above in this Section). The fees payable by the Borrower to a successor Agent shall be as agreed between the Borrower and such successor. After the any retiring Agent’s 's resignation hereunder and under the other Loan Documentsas Agent, the provisions of this Article and Section 8.04 11 shall continue in effect for the its benefit of such retiring Agent, its sub-agents and their respective Related Parties in respect of any actions taken or omitted to be taken by any of them it while the retiring Agent it was acting as the Agent.

Resignation of Agent. The Each Agent may at any time give notice of its resignation to the Lenders Lenders, the Issuing Bank and the BorrowerBorrowers. Upon receipt of any such notice of resignation, the Required Lenders shall have the right, in consultation with the consent of the Borrower so long as no Event of Default has occurred and is continuingUS Borrower, to appoint a successor, which shall be a bank or a financial institution with an office in the United States of AmericaStates, or an Affiliate of any such bank or financial institution with an office in the United States of AmericaStates. If no such successor shall have been so appointed by the Required Lenders and shall have accepted such appointment within 45 30 days after the retiring Agent gives notice of its resignation, then the retiring Agent may, may on behalf of the LendersLenders and the Issuing Bank, appoint a successor Agent meeting the qualifications set forth above; above provided that if the Agent shall notify the Borrower and the Lenders that no qualifying Person person has accepted such appointment, then such resignation shall nonetheless become effective in accordance with such notice and (1) the retiring Agent shall be discharged from its duties and obligations hereunder and under the other Loan Documents (except that in the case of any collateral security held by the Collateral Agent on behalf of the Lenders or the Issuing Bank under any of the Loan Documents, the retiring Collateral Agent shall continue to hold such collateral security as nominee until such time as a successor Collateral Agent is appointed) and (2) all payments, communications and determinations provided to be made by, to or through the an Agent shall instead be made by or to each Lender and the Issuing Bank directly, until such time as the Required Lenders appoint a successor Agent as provided for above in this Sectionparagraph. Upon the acceptance of a successor’s appointment as Agent hereunder, such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring (or retired) Agent, and the retiring Agent shall be discharged from all of its duties and obligations hereunder or under the other Loan Documents (if not already discharged therefrom as provided above in this Sectionparagraph). The fees payable by the any Borrower to a successor Agent shall be the same as those payable to its predecessor unless otherwise agreed between the such Borrower and such successor. After the retiring Agent’s resignation hereunder and under the other Loan Documents, the provisions of this Article IX and Section 8.04 10.03 shall continue in effect for the benefit of such retiring Agent, its sub-agents and their respective Related Parties in respect of any actions taken or omitted to be taken by any of them while the retiring Agent was acting as Agent.

Resignation of Agent. The Hayfin Services LLP (or any successor Agent) may resign as the Agent may at any time give upon ten (10) days’ notice of its resignation to the Lenders and the Borrower; provided, that if no successor Agent is appointed in accordance with the terms set forth below within such 10-day period, the Agent’s resignation shall not be effective until the earlier to occur of (x) the date of the appointment of the successor agent or (y) the date that is thirty (30) days after the last day of such 10-day period. Upon receipt the resignation or removal of any such notice of resignationthe Agent under this Agreement, the Required Lenders shall have appoint from among the right, with Lenders a successor agent for the consent of the Borrower so long as no Event of Default has occurred and is continuing, to appoint a successor, which shall be a bank with an office in the United States of America, or an Affiliate of any such bank with an office in the United States of AmericaLenders. If no such successor shall have been so agent is appointed by the Required Lenders and shall have accepted such appointment within 45 days after prior to the effective date of the resignation or removal of the Agent, the retiring or removed Agent gives notice of its resignationmay appoint, then after consulting with the retiring Agent mayLenders and the Borrower, on behalf of a successor agent from among the Lenders, appoint a successor Agent meeting the qualifications set forth above; provided that if the Agent shall notify the Borrower and the Lenders that no qualifying Person has accepted such appointment, then such resignation shall nonetheless become effective in accordance with such notice and (1a) the retiring or removed Agent shall be discharged from its duties and obligations hereunder and under the other Loan Documents (except that in the case of any collateral security held by the Agent on behalf of the Lenders under any of the Loan Documents, the retiring or removed Agent shall continue to hold such collateral security until such time as a successor Agent is appointed) and (2b) all payments, communications and determinations provided to be made by, to or through the Agent shall instead be made by or to each Lender directly, until such time as the Required Lenders appoint a successor Agent as provided for above in this Section. Upon the acceptance of a successor’s appointment as Agent hereunder, such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring (or retired) Agent, and the retiring Agent shall be discharged from all of its duties and obligations hereunder or under the other Loan Documents (if not already discharged therefrom as provided above in this Section). The fees payable by the Borrower to a successor Agent shall be as agreed between the Borrower and such successor. After the retiring Agent’s resignation hereunder and under the other Loan Documents, the provisions of this Article and Section 8.04 shall continue in effect for the benefit of such retiring Agent, its sub-agents and their respective Related Parties in respect of any actions taken or omitted to be taken by any of them while the retiring Agent was acting as Agent.-68-

Resignation of Agent. The Agent may at any time give notice of its resignation to the Lenders and the Borrower. Upon receipt of any such notice of resignation, the Required Lenders shall have the right, with the consent of the Borrower right (so long as no Event of Default has shall have occurred and is be continuing, in consultation with the Borrower) to appoint a successor, which shall be a bank with an office in New York City, the United States State of AmericaNew York, or an Affiliate of any such bank with an office in New York City, the United States State of AmericaNew York. If no such successor shall have been so appointed by the Required Lenders and shall have accepted such appointment within 45 30 days after the retiring Agent gives notice of its resignation, then the retiring Agent may, may on behalf of the Lenders, appoint a successor Agent meeting the qualifications set forth above; above provided that if the Agent shall notify the Borrower and the Lenders that no qualifying Person has accepted such appointment, then such resignation shall nonetheless become effective in accordance with such notice and (1) the retiring Agent shall be discharged from its duties and obligations hereunder and hereunder, under the other Loan Documents (except that in the case of any collateral security held by the Agent on behalf of the Lenders under any of the Loan Documents, the retiring Agent shall continue to hold such collateral security until such time as a successor Agent is appointed) and under the other Transaction Documents and (2) all payments, communications and determinations provided to be made by, to or through the Agent shall instead be made by or to each Lender the Lenders directly, until such time as the Required Lenders appoint a successor Agent as provided for above in this Sectionparagraph. Upon the acceptance of a successor’s appointment as Agent hereunderhereunder or under the Security Agreement and the Pledge Agreement, such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring (or retired) Agent, Agent and the retiring Agent shall be discharged from all of its duties and obligations hereunder or hereunder, under the other Loan Documents and the other Transaction Documents (if not already discharged therefrom as provided above in this Sectionparagraph). The fees payable by the Borrower to a successor Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Borrower and such successor. After the retiring Agent’s resignation hereunder and hereunder, under the other Loan Documents and the other Transaction Documents, the provisions of this Article and Section 8.04 shall continue in effect for the benefit of such retiring Agent, its sub-agents and their respective Related Parties related parties in respect of any actions taken or omitted to be taken by any of them while the retiring Agent was acting as Agent.

Resignation of Agent. (a) The Agent may at any time give notice of its resignation to the Lenders Lenders, the L/C Issuer and the BorrowerBorrower Agent. Upon receipt of any such notice of resignation, the Required Lenders shall have the right, in consultation with the consent of the Borrower so long as no Event of Default has occurred and is continuingAgent, to appoint a successor, which shall be a bank with an office in the United States of AmericaStates, or an Affiliate of any such bank with an office in the United States of AmericaStates. If no such successor shall have been so appointed by the Required Lenders and shall have accepted such appointment within 45 30 days after the retiring Agent gives notice of its resignation, then the retiring Agent may, may on behalf of the LendersLenders and the L/C Issuer, appoint a successor Agent meeting the qualifications set forth above; provided that if the Agent shall notify the Borrower Agent and the Lenders that no qualifying Person has accepted such appointment, then such resignation shall nonetheless become effective in accordance with such notice and (1) the retiring Agent shall be discharged from its duties and obligations hereunder and under the other Loan Documents (except that in the case of any collateral security held by the Agent on behalf of the Lenders or the L/C Issuer under any of the Loan Documents, the retiring Agent shall continue to hold such collateral security until such time as a successor Agent is appointed) and (2) all payments, communications and determinations provided to be made by, to or through the Agent shall instead be made by or to each Lender and the L/C Issuer directly, until such time as the Required Lenders appoint a successor Agent as provided for above in this Section. Upon the acceptance of a successor’s appointment as Agent hereunder, such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring (or retired) Agent, and the retiring Agent shall be discharged from all of its duties and obligations hereunder or under the other Loan Documents (if not already discharged therefrom as provided above in this Section). The fees payable by the Borrower to a successor Agent shall be as agreed between the Borrower and such successor. After the retiring Agent’s resignation hereunder and under the other Loan Documents, the provisions of this Article and Section 8.04 shall continue in effect for the benefit of such retiring Agent, its sub-agents and their respective Related Parties in respect of any actions taken or omitted to be taken by any of them while the retiring Agent was acting as Agent.of

Resignation of Agent. The (a) Each Agent may at any time give notice of its resignation to the Lenders and the BorrowerDesignated Company. Upon receipt of any such notice of resignation, the Required Lenders shall have the right, in consultation with the consent of the Borrower so long as no Event of Default has occurred and is continuingDesignated Company, to appoint a successor, which (i) shall be a bank with an office in the United States of Americaor England and Wales, or an Affiliate of any such bank with an office in the United States or England and Wales and (ii) for the Administrative Agent, shall be a commercial bank or other financial institution having assets in excess of America$1,000,000,000. If no such 967770.02F-CHISR1034077.05-CHISR01A - MSW 231 successor shall have been so appointed by the Required Lenders and shall have accepted such appointment within 45 thirty (30) days after the retiring Agent gives notice of its resignation, then the retiring Agent may, may on behalf of the Lenders, appoint a successor Agent meeting the qualifications set forth above; , provided that if the Agent shall notify the Borrower Designated Company and the Lenders that no qualifying Person person has accepted such appointment, then such resignation shall nonetheless become effective in accordance with such notice and (1) the retiring Agent shall be discharged from its duties and obligations hereunder and under the other Loan Documents (except that in the case of any collateral security held by the Collateral Agent on behalf of the Lenders under any of the Loan Documents, the retiring Collateral Agent shall continue to hold such collateral security as nominee until such time as a successor Collateral Agent is appointed) and (2) all payments, communications and determinations provided to be made by, to or through the an Agent shall instead be made by or to each Lender directly, until such time as the Required Lenders appoint a successor Agent as provided for above in this Sectionparagraph. Upon the acceptance of a successor’s appointment as Agent hereunder, such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring (or retired) Agent, and the retiring Agent shall be discharged from all of its duties and obligations hereunder or under the other Loan Documents (if not already discharged therefrom as provided above in this Sectionparagraph). The fees payable by the Borrower Co-Borrowers to a successor Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Borrower Co-Borrowers and such successor. After the retiring Agent’s resignation hereunder and under the other Loan Documents, the provisions of this Article ARTICLE X and Section 8.04 11.03 shall continue in effect for the benefit of such retiring Agent, its sub-agents and their respective Related Parties in respect of any actions taken or omitted to be taken by any of them while the retiring Agent was acting as Agent. (b) The Administrative Agent shall resign in accordance with paragraph (a) above if on or after the date which is three months before the earliest FATCA Application Date relating to any payment to the Administrative Agent under the Loan Documents, either: (i) the Administrative Agent fails to respond to a request under Section 2.15(f) (FATCA Information) and a Lender reasonably believes that the Administrative Agent will not be (or will have ceased to be) a FATCA Exempt Party on or after that FATCA Application Date; (ii) the information supplied by the Administrative Agent pursuant to Section 2.15(f) (FATCA Information) indicates that the Administrative Agent will not be (or will have ceased to be) a FATCA Exempt Party on or after that FATCA Application Date; or (iii) the Administrative Agent notifies the Designated Company and the Lenders that the Administrative Agent will not be (or will have ceased to be) a FATCA Exempt Party on or after that FATCA Application Date; and (in each case) a Lender reasonably believes that a Party will be required to make a FATCA Deduction that would not be required if the Administrative Agent were a FATCA Exempt Party, and that Lender, by notice to the Administrative Agent, requires it to resign.

Resignation of Agent. The Each Agent may resign at any time give upon thirty days’ notice of its resignation to by notifying the Lenders and Borrower, and any Agent may be removed at any time by the Required Lenders (with a prior written notice to Borrower). Upon receipt of any such notice of resignationresignation or removal, the Required Lenders shall have the right, with the consent of the Borrower so long as no Event of Default has occurred and is continuing(such consent not to be unreasonably withheld), to appoint a successor, which shall be a bank with an office in the United States of America, or an Affiliate of any such bank with an office in the United States of Americasuccessor Agent. If no such successor shall have been so appointed by the Required Lenders and approved by Borrower and shall have accepted such appointment within 45 thirty (30) days after the retiring Agent gives notice of its resignationresignation or after the Administrative Agent’s removal of the retiring Agent, then the retiring Agent may, on behalf of the Lenders, appoint a successor Agent meeting the qualifications set forth above; provided that if the Agent shall notify the Borrower and the Lenders that no qualifying Person has accepted such appointmentAgent, then such resignation shall nonetheless become effective in accordance with such notice and (1) the retiring Agent which shall be discharged from its duties a Lender with an office in New York, New York, an Affiliate of a Lender or a financial institution with an office in New York, New York having a combined capital and obligations hereunder and under the other Loan Documents (except surplus that in the case of any collateral security held by the Agent on behalf of the Lenders under any of the Loan Documents, the retiring Agent shall continue to hold such collateral security until such time as a successor Agent is appointed) and (2) all payments, communications and determinations provided to be made by, to or through the Agent shall instead be made by or to each Lender directly, until such time as the Required Lenders appoint a successor Agent as provided for above in this Sectionnot less than $250,000,000. Upon the acceptance of a successor’s its appointment as Agent hereunderhereunder by a successor, such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring (or retired) Agent, Agent and the retiring Agent shall be discharged from all of its duties and obligations hereunder or under the other Loan Documents (if not already discharged therefrom as provided above in this SectionSection 8.07). The fees payable by the Borrower to a successor Agent shall be the same as those payable to its predecessor unless 109 Bakersfield Refinery – Senior Credit Agreement otherwise agreed between the Borrower and such successor. After the retiring Agent’s resignation hereunder and under the other Loan Documentsor removal hereunder, the provisions of this Article and Section 8.04 10.03 shall continue in effect for the its benefit of such retiring Agent, its sub-agents and their respective Related Parties in respect of any actions taken or omitted to be taken by any of them it while the retiring Agent it was acting as Agent.

Resignation of Agent. The Agent may resign at any -------------------- time give by giving written notice of its resignation thereof to the Lenders and Borrowers, which resignation shall become effective upon the Borrowerappointment of a successor Agent. Upon receipt of any such notice of resignation, the Required Lenders shall have the right, with the consent of the Borrower so long as no Event of Default has occurred and is continuing, right to appoint a successorsuccessor Agent, which successor Agent shall be reasonably acceptable to Borrowers and shall be a commercial bank with an office in organized under the laws of the United States of America, America or an Affiliate of any such bank with an office in the United States State thereof and having a combined capital and surplus of Americaat least $500,000,000.00. If no such successor Agent shall have been so appointed by the Required Lenders Lenders, and shall have accepted such appointment appointment, within 45 thirty (30) days after the retiring Agent gives Agent's giving of notice of its resignation, then the retiring Agent mayshall, on behalf of all of the Lenders, appoint a successor Agent meeting with the qualifications set forth above; provided that if the Agent prior consent of Borrowers, which consent shall notify the Borrower not be unreasonably withheld, and the Lenders that no qualifying Person has accepted such appointment, then such resignation shall nonetheless become effective in accordance with such notice and (1) the retiring which successor Agent shall be discharged from its duties and obligations hereunder and a commercial bank organized under the other Loan Documents (except that in laws of the case United States of America or of any collateral security held by the Agent on behalf State thereof and having a combined capital and surplus of the Lenders under any of the Loan Documents, the retiring Agent shall continue to hold such collateral security until such time as a successor Agent is appointed) and (2) all payments, communications and determinations provided to be made by, to or through the Agent shall instead be made by or to each Lender directly, until such time as the Required Lenders appoint a successor Agent as provided for above in this Sectionleast $500,000,000.00. Upon the acceptance of a successor’s any appointment as Agent hereunderhereunder by a successor Agent, such successor Agent shall thereupon succeed to and become vested with all of the rights, powers, privileges and duties of the retiring (or retired) Agent, and the retiring Agent shall be discharged from all of its duties and obligations hereunder or under the other Loan Documents (if not already discharged therefrom as provided above in this Section). The fees payable by the Borrower to a successor Agent shall be as agreed between the Borrower and such successorAgreement. After the any retiring Agent’s 's resignation hereunder and under the other Loan Documentsas Agent, the provisions of this Article and Section 8.04 9 shall continue in effect for the inure to its benefit of such retiring Agent, its sub-agents and their respective Related Parties in respect of as to any actions taken or --------- omitted to be taken by any of them it while the retiring it was Agent was acting as Agentunder this Agreement.

Resignation of Agent. The Administrative Agent may resign at any time give notice of its resignation and shall resign upon any removal thereof as a Lender pursuant to the Lenders and terms of this Agreement upon at least thirty (30) days’ prior written notice to the BorrowerLenders. Any resignation of the Administrative Agent shall not be effective until a replacement therefor is appointed pursuant to the terms hereof. Upon receipt of any such notice resignation of resignationthe Administrative Agent, the Required Lenders shall have the right, with the consent of the Borrower so long as no Event of Default has occurred and is continuing, right to appoint a successor, which shall be a bank with an office in the United States of America, or an Affiliate of any such bank with an office in the United States of Americasuccessor Administrative Agent. If no such successor Administrative Agent shall have been so appointed by the Required Lenders and shall have accepted such appointment within 45 thirty (30) days after the retiring Agent gives Administrative Agent’s giving of notice of its resignation, then the retiring Administrative Agent may, on behalf of the Lenders, appoint a successor Administrative Agent meeting which shall be any Lender hereunder or any commercial bank organized under the qualifications set forth above; provided that if laws of the United States of America or of any State thereof and having a combined capital and surplus of at least $1,000,000,000. Upon the acceptance of its appointment as the Administrative Agent hereunder, such successor Administrative Agent shall notify thereupon succeed to and become vested with all the Borrower rights and duties of the retiring Administrative Agent under the Credit Documents; and the Lenders that no qualifying Person has accepted such appointment, then such resignation shall nonetheless become effective in accordance with such notice and (1) the retiring Administrative Agent shall be discharged from its duties and obligations hereunder and under the other Loan Documents (except that in the case of any collateral security held by the Agent on behalf of the Lenders under any of the Loan Documents, the retiring Agent shall continue to hold such collateral security until such time as a successor Agent is appointed) and (2) all payments, communications and determinations provided to be made by, to or through the Agent shall instead be made by or to each Lender directly, until such time as the Required Lenders appoint a successor Agent as provided for above in this Section. Upon the acceptance of a successor’s appointment as Agent hereunder, such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring (or retired) Agent, and the retiring Agent shall be discharged from all of its duties and obligations hereunder or under the other Loan Documents (if not already discharged therefrom as provided above in this Section). The fees payable by the Borrower to a successor Agent shall be as agreed between the Borrower and such successorthereunder. After the any retiring Administrative Agent’s resignation hereunder and under the other Loan Documentsas Administrative Agent, the provisions of this Article IX and Section 8.04 all protective provisions of the other Credit Documents shall continue in effect for the inure to its benefit of such retiring Agent, its sub-agents and their respective Related Parties in respect of as to any actions taken or omitted to be taken by any of them it while the retiring Agent it was acting as Administrative Agent.

Resignation of Agent. (a) The Agent may at any time give notice of its resignation to the Lenders Lenders, the Issuing Bank and the Borrower. Upon receipt of any such notice of resignation, the Required Majority Lenders shall have the right, in consultation with the consent of the Borrower so long as no Event of Default has occurred and is continuingBorrower, to appoint a successor, which shall be a bank with an office in the United States of AmericaStates, or an Affiliate of any such bank with an office in the United States of AmericaStates. If no such successor shall have been so appointed by the Required Majority Lenders and shall have accepted such appointment within 45 30 days after the retiring Agent gives notice of its resignation, then the retiring Agent may, may on behalf of the LendersLenders and the Issuing Bank, appoint a successor Agent meeting the qualifications set forth above; provided that if the Agent shall notify the Borrower and the Lenders that no qualifying Person has accepted such appointment, then such resignation shall nonetheless become effective in accordance with such notice and (1) the retiring Agent shall be discharged from its duties and obligations hereunder and under the other Loan Documents (except that in the case of any collateral security Cash Collateral held by the Agent on behalf of the Lenders or the Issuing Bank under any of the Loan Documents, the retiring Agent shall continue to hold such collateral security Cash Collateral until such time as a successor Agent is appointed) and (2) all payments, communications and determinations provided to be made by, to or through the Agent shall instead be made by or to each Lender and the Issuing Bank directly, until such time as the Required Majority Lenders appoint a successor Agent as provided for above in this Section. Upon the acceptance of a successor’s appointment as Agent hereunder, such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring (or retired) Agent, Agent and the retiring Agent shall be discharged from all of its duties and obligations hereunder or under the other Loan Documents (if not already discharged therefrom as provided above in this Section). The fees payable by the Borrower to a successor Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Borrower and such successor. After the retiring Agent’s resignation hereunder and under the other Loan Documents, the provisions of this Article and Section 8.04 Sections 11.04 and 11.05 shall continue in effect for the benefit of such retiring Agent, its sub-sub agents and their respective Related Parties in respect of any actions taken or omitted to be taken by any of them while the retiring Agent was acting as Agent. (b) Any resignation by Bank of America as Agent pursuant to this Section shall also constitute its resignation as Issuing Bank and Swing Line Bank. Upon the acceptance of a successor’s appointment as Agent hereunder, (a) such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring Issuing Bank and Swing Line Bank, (b) the retiring Issuing Bank and Swing Line Bank shall be discharged from all of their respective duties and obligations hereunder or under the other Loan Documents, and (c) the successor Issuing Bank shall Issue letters of credit in substitution for the Letters of Credit, if any, outstanding at the time of such succession or make other arrangements satisfactory to the retiring Issuing Bank to effectively assume the obligations of the retiring Issuing Bank with respect to such Letters of Credit.

Resignation of Agent. The Agent may at any time give notice of its resignation to the Lenders and the Borrower. Upon receipt of any such notice of resignation, the Required Lenders shall have the right, with with, unless an Event of Default exists, the consent of the Borrower so long as no Event of Default has occurred and is continuing(which consent shall not be unreasonably withheld), to appoint a successor, which shall be a bank with an office in the United States of AmericaStates, or an Affiliate affiliate of any such bank with an office in the United States of AmericaStates. If no such successor shall have been so appointed by the Required Lenders and shall have accepted such appointment within 45 thirty (30) days after the retiring Agent gives notice of its resignation, then the retiring Agent may, may on behalf of the Lenders, appoint a successor Agent meeting the qualifications set forth abovein this Section 7.6; provided that that, if the Agent shall notify the Lenders and Borrower and the Lenders that no qualifying Person person has accepted such appointment, then such resignation shall nonetheless become effective in accordance with such notice and (1a) the retiring Agent shall be discharged from its duties and obligations hereunder and under the other Loan Documents (except that in the case of any collateral security held by the Agent on behalf of the Lenders any Lender under any of the Loan Documents, the retiring Agent shall continue to hold such collateral security until such time as a successor Agent is appointed) and (2b) all payments, communications and determinations provided to be made by, to or through the Agent shall instead be made by or to each Lender directly, until such time as the Required Lenders appoint a successor Agent as provided for above in this SectionSection 7.6. Upon the acceptance of a successor’s 's appointment as Agent hereunder, such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring (or retired) Agent, and the retiring Agent shall be discharged from all of its duties and obligations hereunder or under the other Loan Documents (if not already discharged therefrom as provided above in this SectionSection 7.6). The fees payable by the Borrower to a successor Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Borrower and such successor. After the retiring Agent’s 's resignation hereunder and under the other Loan Documents, the provisions of this Article VII and Section 8.04 8.3 shall continue in effect for the benefit of such retiring Agent, its sub-agents sub‑agents and their respective Related Parties related parties in respect of any actions taken or omitted to be taken by any of them while the retiring Agent was acting as Agent. Any resignation by Wells Fargo xx Xxent pursuant to this Section 7.6 shall also constitute its resignation as Letter of Credit Issuer. Upon the acceptance of a successor's appointment as Agent hereunder: (i) such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring Letter of Credit Issuer; (ii) the retiring Letter of Credit Issuer shall be discharged from all of their respective duties and obligations hereunder or under the other Loan Documents; and (iii) the successor Letter of Credit Issuer shall issue letters of credit in substitution for the Letters of Credit, if any, outstanding at the time of such succession or make other arrangements satisfactory to the retiring Letter of Credit Issuer to effectively assume the obligations of the retiring Letter of Credit Issuer with respect to such Letters of Credit.

Resignation of Agent. The Subject to the appointment and acceptance of a successor Agent as provided below, Agent may resign at any time give by giving notice of its resignation thereof to the Lenders and the BorrowerLenders. Upon receipt of any such notice of resignation, the Required Lenders shall have the right, with the consent of the Borrower so long as no Event of Default has occurred and is continuing, right to appoint a successorsuccessor Agent, which Agent shall be a bank with an office in the United States of America, or an Affiliate of any such bank with an office in the United States of Americareasonably acceptable to Borrower. If no such successor Agent shall have been so appointed by the Required Lenders and shall have accepted such appointment within 45 thirty (30) days after the retiring Agent gives Agent's giving of notice of its resignation, then the retiring Agent may, on behalf of the Lenders, appoint a successor Agent, which shall be a bank having a combined capital, surplus and retained earnings of not less than U.S. $500,000,000 and which shall be reasonably acceptable to Borrower; PROVIDED, HOWEVER, that Borrower shall have no right to approve a successor Agent meeting which is a Lender if an Event of Default has occurred and is continuing. Upon the qualifications set forth above; provided that if the acceptance of any appointment as Agent hereunder by a successor Agent, such successor Agent shall notify thereupon succeed to and become vested with all the Borrower rights, powers, privileges and duties of the Lenders that no qualifying Person has accepted such appointmentretiring Agent, then such resignation shall nonetheless become effective in accordance with such notice and (1) the retiring Agent shall be discharged from its duties and obligations hereunder and under the other Loan Documents (except that in the case of any collateral security held by the Agent on behalf of the Lenders under any of the Loan Documents, the retiring Agent shall continue to hold such collateral security until such time as a successor Agent is appointed) and (2) all payments, communications and determinations provided to be made by, to or through the Agent shall instead be made by or to each Lender directly, until such time as the Required Lenders appoint a successor Agent as provided for above in this Section. Upon the acceptance of a successor’s appointment as Agent hereunder, such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring (or retired) Agent, and the retiring Agent shall be discharged from all of its duties and obligations hereunder or under the other Loan Documents (if not already discharged therefrom as provided above in this Section). The fees payable by the Borrower to a successor Agent shall be as agreed between the Borrower and such successor. After the any retiring Agent’s 's resignation hereunder and under the other Loan Documentsas Agent, the provisions of this Article and Section 8.04 SECTION VII shall continue in effect for the its benefit of such retiring Agent, its sub-agents and their respective Related Parties in respect of any actions taken or omitted to be taken by any of them it while the retiring Agent it was acting as Agent.

Resignation of Agent. The Subject to the appointment and acceptance of a -------------------- successor Agent as provided below, the Agent may resign at any time give by giving notice of its resignation thereof to the Lenders and the Borrower. The Agent shall resign if it has assigned all of its Lender Commitment and Loans and is not an Issuing Bank. Upon receipt of any such notice of resignation, (i) the Required Majority Lenders shall have the right, with the consent of the Borrower Borrower, so long as no Event of Default has occurred and is continuingin existence, shall have the right to appoint a successor, successor Agent so long as such successor Agent is also a Lender at the time of such appointment and (ii) the Majority Lenders shall have the right to appoint a successor Agent that is not a Lender at the time of such appointment so long as the Borrower consents to such appointment (which consent shall not be a bank with an office in the United States of America, or an Affiliate of any such bank with an office in the United States of Americaunreasonably withheld). If no such successor Agent shall have been so appointed by the Required Majority Lenders and shall have accepted such appointment within 45 30 days after the retiring Agent gives Agent's giving of notice of its resignation, then the retiring Agent may, on behalf of the Lenders, and with the consent of the Borrower which shall not be unreasonably withheld, appoint a successor Agent meeting the qualifications set forth above; provided that if the Agent. Any successor Agent shall notify be a bank which has an office in the Borrower United States and a combined capital and surplus of at least $500,000,000.00. Upon the Lenders that no qualifying Person has accepted acceptance of any appointment as Agent hereunder by a successor Agent, such appointmentsuccessor Agent shall thereupon succeed to and become vested with all the rights, then such resignation shall nonetheless become effective in accordance with such notice powers, privileges and (1) duties of the retiring Agent, and the retiring Agent shall be discharged from its duties and obligations as Agent thereafter arising hereunder and under the any other Loan Documents (except that in the case of any collateral security held by the Agent on behalf of the Lenders under any of the Loan Credit Documents, the retiring Agent but shall continue to hold such collateral security until such time as a successor Agent is appointed) and (2) all payments, communications and determinations provided to be made by, to or through the Agent shall instead be made by or to each Lender directly, until such time as the Required Lenders appoint a successor Agent as provided for above in this Section. Upon the acceptance of a successor’s appointment as Agent hereunder, such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring (or retired) Agent, and the retiring Agent shall not be discharged from all any liabilities for its actions as Agent prior to the date of its duties and obligations hereunder or under the other Loan Documents (if not already discharged therefrom as provided above in this Section)discharge. The fees payable by the Borrower to a Such successor Agent shall be as agreed between promptly specify by notice to the Borrower its principal office referred to in Section 2.1 and such successorSection 2.3 hereof. After the any retiring ----------- ----------- Agent’s 's resignation hereunder and under the other Loan Documentsas Agent, the provisions of this Article and Section 8.04 8 shall --------- continue in effect for the its benefit of such retiring Agent, its sub-agents and their respective Related Parties in respect of any actions taken or omitted to be taken by any of them it while the retiring Agent it was acting as the Agent.

Resignation of Agent. The Agent may If at any time give notice the Agent deems it advisable, in its sole discretion, it may submit to each of the Banks a written notification of its resignation as Agent under this Agreement, such resignation to be effective on the Lenders and earlier to occur of (a) the Borrower. Upon receipt forty-fifth (45th) day after the date of any such notice of resignationor (b) the date upon which a successor Agent accepts its appointment as successor Agent. If the Agent resigns hereunder, the Required Lenders Company shall have the rightright to appoint, with the consent prior written approval of the Borrower so long as no Banks, which approval shall not be unreasonably withheld, a successor Agent hereunder, provided, however that upon the occurrence and during the continuance of an Event of Default has occurred and is continuingDefault, the Banks shall have the right to appoint a successor, which such successor Agent hereunder without the consent or approval of the Company. The successor Agent shall be a commercial bank with an office in or other financial institution organized under the laws of the United States of America, America or an Affiliate of any such bank with an office in the United States State thereof and having a combined capital and surplus of America. If no such successor shall have been so appointed by the Required Lenders and shall have accepted such appointment within 45 days after the retiring Agent gives notice of its resignation, then the retiring Agent may, on behalf of the Lenders, appoint a successor Agent meeting the qualifications set forth above; provided that if the Agent shall notify the Borrower and the Lenders that no qualifying Person has accepted such appointment, then such resignation shall nonetheless become effective in accordance with such notice and (1) the retiring Agent shall be discharged from its duties and obligations hereunder and under the other Loan Documents (except that in the case of any collateral security held by the Agent on behalf of the Lenders under any of the Loan Documents, the retiring Agent shall continue to hold such collateral security until such time as a successor Agent is appointed) and (2) all payments, communications and determinations provided to be made by, to or through the Agent shall instead be made by or to each Lender directly, until such time as the Required Lenders appoint a successor Agent as provided for above in this Sectionat least $100,000,000. Upon the acceptance of a successor’s any appointment as Agent hereunderhereunder by a successor Agent, such successor Agent shall thereupon succeed to and become vested with all of the rights, powers, privileges and duties of the retiring (or retired) AgentAgent hereunder, and the retiring Agent shall be discharged from all of its any further duties and obligations hereunder or under the other Loan Documents (if not already discharged therefrom as provided above in this Section)Agreement. The fees payable by Company and the Borrower Banks agree to a successor Agent execute such documents as shall be as agreed between the Borrower and necessary to effect such successorappointment. After the retiring Agent’s resignation hereunder and under the other Loan Documentsor removal hereunder, the provisions of this Article and Section 8.04 10 shall continue in effect for the inure to its benefit of such retiring Agent, its sub-agents and their respective Related Parties in respect of as to any actions taken or omitted to be taken by any of them it while the retiring Agent was under this Agreement. If at any time hereunder there shall not be a duly appointed and acting as Agent, the Company agrees to make each payment due hereunder and under the Notes directly to the Banks entitled thereto.

Resignation of Agent. The Subject to the appointment and acceptance of a successor Agent, as provided below, Agent may resign at any time give by giving written notice of its resignation thereof to the Lenders Lending Parties and the BorrowerCompany. Upon receipt of any such notice of resignation, the Required Lenders Lending Parties shall have the right, with the consent of the Borrower so long as no Event of Default has occurred and is continuing, right to appoint a successorsuccessor Agent, which shall must be a bank with an office in the United States of America, or an Affiliate of any such bank with an office located in the United States of America. If no such successor Agent shall have been so appointed by the Required Lenders and shall have accepted such appointment within 45 thirty (30) days after the retiring Agent gives Agent’s giving of notice of its resignation, then the retiring Agent may, on behalf of the LendersLending Parties, appoint a successor agent which must be located in the United States of America. The Lending Parties or the retiring Agent, as the case may be, shall upon the appointment of a successor agent promptly so notify the Company. Upon the acceptance of any appointment as Agent meeting the qualifications set forth above; provided that if the hereunder by a successor agent, such successor Agent shall notify thereupon succeed to and become vested with all the Borrower rights, powers, privileges and duties of the Lenders that no qualifying Person has accepted such appointment, then such resignation shall nonetheless become effective in accordance with such notice retiring Agent and (1) the retiring Agent shall be discharged from its duties and obligations hereunder and under the other Loan Documents (except that in the case of any collateral security held by the Agent on behalf of the Lenders under any of the Loan Documents, the retiring Agent shall continue to hold such collateral security until such time as a successor Agent is appointed) and (2) all payments, communications and determinations provided to be made by, to or through the Agent shall instead be made by or to each Lender directly, until such time as the Required Lenders appoint a successor Agent as provided for above in this Section. Upon the acceptance of a successor’s appointment as Agent hereunder, except for any liability arising from gross negligence or willful misconduct prior to such successor shall succeed to and become vested with all discharge as determined by a court of the rightscompetent jurisdiction in a final, powers, privileges and duties of the retiring (or retired) Agent, and the retiring Agent shall be discharged from all of its duties and obligations hereunder or under the other Loan Documents (if not already discharged therefrom as provided above in this Section). The fees payable by the Borrower to a successor Agent shall be as agreed between the Borrower and such successornonappealable order. After the any retiring Agent’s resignation hereunder and under the other Loan Documentsas Agent, the provisions of this Article and Section 8.04 Agreement shall continue in effect for the its benefit of such retiring Agent, its sub-agents and their respective Related Parties in respect of any actions taken or omitted to be taken by any of them it while the retiring Agent it was acting as Agent.

Resignation of Agent. The (a) Each Agent may at any time give notice of its resignation to the Lenders Lenders, the Issuing Bank and the Borrower. Upon receipt of any such notice of resignation, the Required Lenders shall have the right, in consultation with the consent of the Borrower so long as no Event of Default has occurred and is continuingBorrower, to appoint a successor, which shall be a bank with an office in the United States of AmericaStates, or an Affiliate of any such bank with an office in the United States of AmericaStates. If no such successor shall have been so appointed by the Required Lenders and shall have accepted such appointment within 45 30 days after the retiring Agent gives notice of its resignation, then the retiring Agent may, may on behalf of the LendersLenders and the Issuing Bank, appoint a successor Agent meeting the qualifications set forth above; above provided that if the Agent shall notify the Borrower and the Lenders that no qualifying Person person has accepted such appointment, then such resignation shall nonetheless become effective in accordance with such notice and (1i) the retiring Agent shall be discharged from its duties and obligations hereunder and under the other Loan Documents (except that in the case of any collateral security held by the Collateral Agent on behalf of the Lenders or the Issuing Bank under any of the Loan Documents, the retiring Collateral Agent shall continue to hold such collateral security as nominee until such time as a successor Collateral Agent is appointed) and (2ii) all payments, communications and determinations provided to be made by, to or through the an Agent shall instead be made by or to each Lender and the Issuing Bank directly, until such time as the Required Lenders appoint a successor Agent as provided for above in this Sectionparagraph. Upon the acceptance of a successor’s appointment as Agent hereunder, such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring (or retired) Agent, and the retiring Agent shall be discharged from all of its duties and obligations hereunder or under the other Loan Documents (if not already discharged therefrom as provided above in this Sectionparagraph). The fees payable by the Borrower to a successor Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Borrower and such successor. After the retiring Agent’s resignation hereunder and under the other Loan Documents, the provisions of this Article IX and Section 8.04 10.03 shall continue in effect for the benefit of such retiring Agent, its sub-agents and their respective Related Parties in respect of any actions taken or omitted to be taken by any of them while the retiring Agent was acting as Agent. (b) Any resignation by UBS AG, Stamford Branch as Administrative Agent pursuant to Section 9.06(a) shall, unless UBS AG, Stamford Branch gives notice to Borrower otherwise, also constitute its resignation as Issuing Bank and Swingline Lender, and such resignation as Issuing Bank and Swingline Lender shall become effective simultaneously with the discharge of the Administrative Agent from its duties and obligations as set forth in the immediately preceding paragraph (except as to already outstanding Letters of Credit and LC Obligations and Swingline Loans, as to which the Issuing Bank and the Swingline Lender shall continue in such capacities until the LC Exposure relating thereto shall be reduced to zero and such Swingline Loans shall have been repaid, as applicable, or until the successor Administrative Agent shall succeed to the roles of Issuing Bank and Swingline Lender in accordance with the next sentence and perform the actions required by the next sentence). Upon the acceptance of a successor’s appointment as Administrative Agent hereunder, unless UBS AG, Stamford Branch and such successor gives notice to Borrower otherwise, (i) such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring Issuing Bank and Swingline Lender and (ii) the successor Issuing Bank shall issue letters of credit in substitution for the Letters of Credit, if any, outstanding at the time of such succession or make other arrangements satisfactory to the retiring Issuing Bank to effectively assume the obligations of the retiring Issuing Bank with respect to such Letters of Credit. At the time any such resignation of the Issuing Bank shall become effective, Borrower shall pay all unpaid fees accrued for the account of the retiring Issuing Bank pursuant to Section 2.05(c).

Resignation of Agent. (a) The Agent may at any time give notice of its resignation to the Lenders Investors and the BorrowerCompany. Upon receipt of any such notice of resignation, the Required Lenders Investors shall have the right, with the consent of the Borrower in consultation (so long as no Event of Default has occurred and is continuingexists) with Company, to appoint a successor, which . If no such successor shall have been appointed by the Required Investors and shall have accepted such appointment within thirty (30) days after the retiring Agent gives notice of its resignation (or such earlier day as shall be agreed by the Required Investors) (the “Resignation Effective Date”), then the retiring Agent may (but shall not be obligated to) on behalf of the Investors, either (i) apply to a court of competent jurisdiction to appoint a successor Agent or (ii) appoint a successor Agent that is a bank with an office in the United States or other financial institution that administers syndicated loans in its normal course of America, business (which successor Agent appointed by a court or an Affiliate of any such bank with an office in the United States of America. If no such successor shall have been so appointed retiring Agent may be replaced by the Required Lenders and shall have accepted such appointment within 45 days after the retiring Agent gives notice of its resignation, then the retiring Agent may, on behalf of the Lenders, appoint Investors). Whether or not a successor Agent meeting the qualifications set forth above; provided that if the Agent shall notify the Borrower and the Lenders that no qualifying Person has accepted such appointmentbeen appointed, then such resignation shall nonetheless become effective in accordance with such notice and on the Resignation Effective Date. (b) With effect from the Resignation Effective Date (1) the retiring Agent shall be discharged from its duties and obligations hereunder and under the other Agreement and the Loan Documents (except that in the case of any collateral security held by the Agent on behalf of the Lenders Investors under any of the Loan Documents, the retiring Agent shall continue to hold such collateral security until such time as a successor Agent is appointed) and (2) except for any indemnity payments or other amounts owed to the retiring Agent, all payments, payments and communications and determinations provided to be made by, by or to or through the Agent shall instead be made by or to each Lender Investor directly, and all determinations provided to be made by or through the Agent shall instead be made by the Required Investors, in each case, until such time time, if any, as the Required Lenders appoint a successor Agent is appointed as provided for above in this Sectionabove. Upon the acceptance of a successor’s appointment as Agent hereunder, such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring or removed Agent (other than any rights to indemnity payments or retired) other amounts owed to the retiring Agent), and the retiring Agent shall be discharged from all of its duties and obligations hereunder or under the Agreement or any other Loan Documents Purchase Document (if not already discharged therefrom as provided above in this Sectionthe Agreement). The fees payable by the Borrower Company to a successor Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Borrower Company and such successor. After the retiring Agent’s resignation hereunder and under the other any Loan Documents, the provisions of this Article the Agreement and Section 8.04 the other Purchase Documents shall continue in effect for the benefit of such retiring Agent, its sub-agents and their respective Related Parties in respect of any actions taken or omitted to be taken by any of them while the retiring Agent was acting as Agent.

Resignation of Agent. The Subject to the appointment and acceptance of a successor Agent as provided below, the Agent may resign at any time give by giving notice of its resignation thereof to the Lenders and the Borrower. Upon receipt of any such notice of resignation, the Required Lenders shall have the rightappoint a successor Agent which shall be reasonably satisfactory to Borrower, with the consent provided that no approval of the Borrower so long as no shall be required during the continuance of an Event of Default has occurred and is continuing, to appoint a successor, or of an event which shall with the passage of time or giving of notice or both would be a bank with an office in the United States Event of America, or an Affiliate of any such bank with an office in the United States of AmericaDefault. If no such successor Agent shall have been so appointed by the Required Lenders and shall have accepted such appointment within 45 30 days after the retiring Agent gives Agent's giving of notice of its resignation, then the retiring Agent may, on behalf of the Lenders, appoint a successor Agent meeting the qualifications set forth above; which shall be a Lender which has a combined capital and surplus of at least $50,000,000 and which shall be reasonably satisfactory to Borrower, provided that no approval of the Borrower shall be required during the continuance of an Event of Default or of an event which with the passage of time or giving of notice or both would be an Event of Default. 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 if the Agent shall notify the Borrower retiring Agent, and the Lenders that no qualifying Person has accepted such appointment, then such resignation shall nonetheless become effective in accordance with such notice and (1) the retiring Agent shall be discharged from its duties and obligations hereunder and under the other Loan Documents (except that in the case of any collateral security held by the Agent on behalf of the Lenders under any of the Loan Documents, the retiring Agent shall continue to hold such collateral security until such time as a successor Agent is appointed) and (2) all payments, communications and determinations provided to be made by, to or through the Agent shall instead be made by or to each Lender directly, until such time as the Required Lenders appoint a successor Agent as provided for above in this Section. Upon the acceptance of a successor’s appointment as Agent hereunder, such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring (or retired) Agent, and the retiring Agent shall be discharged from all of its duties and obligations hereunder or under the other Loan Documents (if not already discharged therefrom as provided above in this Section). The fees payable by the Borrower to a successor Agent shall be as agreed between the Borrower and such successor. After the retiring Agent’s 's resignation hereunder and under the other Loan Documentsas Agent, the provisions of this Article and Section 8.04 ss.12 shall continue in effect for the its benefit of such retiring Agent, its sub-agents and their respective Related Parties in respect of any actions taken or omitted to be taken by any of them it while the retiring Agent it was acting as the Agent.

Resignation of Agent. The Each Agent may resign at any time give upon thirty days’ notice of its resignation to by notifying the Lenders and the Borrower, and any Agent may be removed at any time by the Required Lenders (with a prior written notice to the Borrower). Upon receipt of any such notice of resignationresignation or removal, the Required Lenders shall have the right, with the consent of the Borrower so long as no Event of Default has occurred and is continuing(such consent not to be unreasonably withheld), to appoint a successor, which shall be a bank with an office in the United States of America, or an Affiliate of any such bank with an office in the United States of America. If no such successor shall have been so appointed by the Required Lenders and approved by the Borrower and shall have accepted such appointment within 45 30 days after the retiring Agent gives notice of its resignationresignation or after the Required Lenders’ removal of the retiring Agent, then the retiring Agent may, on behalf of the Lenders, appoint appoint, or petition a court to appoint, a successor Agent meeting the qualifications set forth above; provided that if the Agent shall notify the Borrower and the Lenders that no qualifying Person has accepted such appointmentAgent, then such resignation shall nonetheless become effective in accordance with such notice and (1) the retiring Agent which shall be discharged from its duties a Lender with an office in New York, New York, an Affiliate of a Lender or a financial institution with an office in New York, New York having a combined capital and obligations hereunder and under the other Loan Documents (except surplus that in the case of any collateral security held by the Agent on behalf of the Lenders under any of the Loan Documents, the retiring Agent shall continue to hold such collateral security until such time as a successor Agent is appointed) and (2) all payments, communications and determinations provided to be made by, to or through the Agent shall instead be made by or to each Lender directly, until such time as the Required Lenders appoint a successor Agent as provided for above in this Sectionnot less than $250,000,000. Upon the acceptance of a successor’s its appointment as Agent hereunderhereunder by a successor, such successor shall shall, subject to the final sentence of this Section 8.07, succeed to and become vested with all of the rights, powers, privileges and duties of the retiring (or retired) Agent, Agent and the retiring Agent shall be discharged from all of its duties and obligations hereunder or under the other Loan Documents (if not already discharged therefrom as provided above in this Sectionparagraph). The fees payable by the Borrower to a successor Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Borrower and such successor. After the retiring Agent’s resignation hereunder and under the other Loan Documentsor removal hereunder, the provisions of this Article and Section 8.04 10.03 shall continue in effect for the its benefit of such retiring Agent, its sub-agents and their respective Related Parties in respect of any actions taken or omitted to be taken by any of them it while the retiring Agent it was acting as Agent.

Resignation of Agent. The Agent may at any time give notice of its resignation to the Lenders and the Borrower. Upon receipt of any such notice of resignation, the Required Lenders Blackstone Representative shall have the right, with the consent of the Borrower so long as no Event of Default has occurred and is continuing, to appoint a successor, which shall be a bank with an office in the United States of America, or an Affiliate of any such bank with an office in the United States of America. If no such successor shall have been so appointed by the Required Lenders Blackstone Representative and shall have accepted such appointment within 45 30 days after the retiring Agent gives notice of its resignationresignation (or such earlier day as shall be agreed by the Blackstone Representative) (the “Resignation Effective Date”), then the retiring Agent maymay (but shall not be obligated to), on behalf of the Lenders, appoint a successor Agent meeting the qualifications set forth aboveAgent; provided that if in no event shall any such successor Administrative Agent be a Defaulting Lender. Whether or not a successor has been appointed, such resignation shall become effective in accordance with such notice on the Resignation Effective Date. The Required Lxxxxxx may remove the Agent shall notify as agent upon 10 days prior notice in writing to the Borrower and the Lenders that Agent. Upon such removal, the Blackstone Representative shall appoint a successor. If no qualifying Person has such successor shall have been so appointed by the Blackstone Representative and shall have accepted such appointmentappointment within 10 days (or such earlier day as shall be agreed by the Blackstone Representative) (the “Removal Effective Date”), then such resignation removal shall nonetheless become effective in accordance with such notice and on the Removal Effective Date. With effect from the Resignation Effective Date or the Removal Effective Date (1as applicable) (i) the retiring or removed Agent shall be discharged from its duties and obligations hereunder and under the other Loan Documents (except that in the case of any collateral security held by the Agent on behalf of the Lenders under any of the Loan Documents, the retiring retired or removed Agent shall continue to hold such collateral security until such time as a successor Agent is appointed) and (2ii) except for any indemnity payments owed to the retiring or removed Agent, all payments, communications and determinations provided to be made by, to or through the Agent shall instead be made by or to each Lender directly, until such time time, if any, as the Required Lenders Blackstone Representative appoint a successor Agent as provided for above in this Sectionabove. Upon the acceptance of a successor’s appointment as Agent hereunder, such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring or removed Agent (or retired) Agent, and other than any rights to indemnity payments owed to the retiring Agent shall be discharged from all of its duties and obligations hereunder or under the other Loan Documents (if not already discharged therefrom as provided above in this Sectionremoved Agent). The fees payable by the Borrower to a successor Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Borrower and such successor. After the retiring or removed Agent’s resignation or removal hereunder and under the other Loan Documents, the provisions of this Article Section 12, Section 2.4 and Section 8.04 11.02 shall continue in effect for the benefit of such retiring or removed Agent, its sub-sub agents and their respective Related Parties in respect of any actions taken or omitted to be taken by any of them while the retiring or removed Agent was acting as Agent.

Resignation of Agent. The Subject to the appointment and acceptance of a successor Agent as provided below, the Agent may resign at any time give by giving notice of its resignation thereof to the Lenders and the Borrower. The Agent shall resign if it has assigned all of its Lender Commitment and Loans and is not an Issuing Bank. Upon receipt of any such notice of resignation, (i) the Required Majority Lenders shall have the right, with the consent of the Borrower Borrower, so long as no Event of Default has occurred and is continuingin existence, shall have the right to appoint a successor, successor Agent so long as such successor Agent is also a Lender at the time of such appointment and (ii) the Majority Lenders shall have the right to appoint a successor Agent that is not a Lender at the time of such appointment so long as the Borrower consents to such appointment (which consent shall not be a bank with an office in the United States of America, or an Affiliate of any such bank with an office in the United States of Americaunreasonably withheld). If no such successor Agent shall have been so appointed by the Required Majority Lenders and shall have accepted such appointment within 45 30 days after the retiring Agent gives Agent’s giving of notice of its resignation, then the retiring Agent may, on behalf of the Lenders, and with the consent of the Borrower which shall not be unreasonably withheld, appoint a successor Agent meeting the qualifications set forth above; provided that if the Agent. Any successor Agent shall notify be a bank which has an office in the Borrower United States and a combined capital and surplus of at least $500,000,000.00. Upon the Lenders that no qualifying Person has accepted acceptance of any appointment as Agent hereunder by a successor Agent, such appointmentsuccessor Agent shall thereupon succeed to and become vested with all the rights, then such resignation shall nonetheless become effective in accordance with such notice powers, privileges and (1) duties of the retiring Agent, and the retiring Agent shall be discharged from its duties and obligations as Agent thereafter arising hereunder and under the any other Loan Documents (except that in the case of any collateral security held by the Agent on behalf of the Lenders under any of the Loan Credit Documents, the retiring Agent but shall continue to hold such collateral security until such time as a successor Agent is appointed) and (2) all payments, communications and determinations provided to be made by, to or through the Agent shall instead be made by or to each Lender directly, until such time as the Required Lenders appoint a successor Agent as provided for above in this Section. Upon the acceptance of a successor’s appointment as Agent hereunder, such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring (or retired) Agent, and the retiring Agent shall not be discharged from all any liabilities for its actions as Agent prior to the date of its duties and obligations hereunder or under the other Loan Documents (if not already discharged therefrom as provided above in this Section)discharge. The fees payable by the Borrower to a Such successor Agent shall be as agreed between promptly specify by notice to the Borrower its principal office referred to in Section 2.1 and such successorSection 2.3 hereof. After the any retiring Agent’s resignation hereunder and under the other Loan Documentsas Agent, the provisions of this Article and Section 8.04 8 shall continue in effect for the its benefit of such retiring Agent, its sub-agents and their respective Related Parties in respect of any actions taken or omitted to be taken by any of them it while the retiring Agent it was acting as the Agent.

Resignation of Agent. The Subject to the appointment and acceptance of a successor Agent as provided below, Agent may resign at any time give by giving notice of its resignation thereof to the Lenders and the Borrower. Upon receipt of any such notice of resignation, the resignation Required Lenders shall have the rightright to appoint a successor Agent, with the consent of the Borrower so which (as long as no Event of Default has occurred and is continuing, to appoint a successor, which ) shall be a bank with an office in subject to the United States prior approval of America, Borrower (which approval shall not be unreasonably denied or an Affiliate of any such bank with an office in the United States of Americadelayed). If no such successor Agent shall have been so appointed by the Required Lenders and shall have accepted such appointment within 45 30 days after the retiring Agent gives Agent's giving of notice of its resignation, then the retiring Agent may, on behalf of the Lenders, appoint a successor Agent meeting the qualifications set forth above; provided Agent, that if the Agent shall notify the Borrower and the Lenders that no qualifying Person has accepted such appointment, then such resignation shall nonetheless become effective in accordance with such notice and (1) the retiring Agent shall be discharged from its duties a financial institution with a combined capital and obligations hereunder surplus or net worth of at least $200,000,000, which (as long as no Event of Default has occurred and under is continuing) shall be subject to the other Loan Documents prior approval of Borrower (except that in the case of any collateral security held by the Agent on behalf of the Lenders under any of the Loan Documents, the retiring Agent which approval shall continue to hold such collateral security until such time as a successor Agent is appointed) and (2) all payments, communications and determinations provided to not be made by, to unreasonably denied or through the Agent shall instead be made by or to each Lender directly, until such time as the Required Lenders appoint a successor Agent as provided for above in this Sectiondelayed). Upon the acceptance of a successor’s any appointment as Agent hereunderhereunder by a successor Agent, such successor Agent shall thereupon succeed to and become vested with all of the rights, powers, privileges and duties of the retiring (or retired) Agent, and the retiring Agent shall be discharged 71 from all of its duties and obligations hereunder or under the other Loan Documents (if not already discharged therefrom as provided above in this Section). The fees payable by the Borrower to a successor Agent shall be as agreed between the Borrower and such successorhereunder. After the any retiring Agent’s 's resignation hereunder and under the other Loan Documentsas Agent, the provisions of this Article and Section 8.04 9 shall continue in effect for the its benefit of such retiring Agent, its sub-agents and their respective Related Parties in respect of any actions taken or omitted to be taken by any of them it while the retiring Agent it was acting as Agent.

Resignation of Agent. The Agent may at any time give written notice of its resignation to the Lenders and the Lead Borrower. Upon receipt of any such notice of resignation, the Required Lenders shall have the right, in consultation with the consent of the Borrower so long as no Event of Default has occurred and is continuingLead Borrower, to appoint a successor, which shall be a bank with an office in the United States of AmericaStates, or an Affiliate of any such bank with an office in the United States of AmericaStates. If no such successor shall have been so appointed by the Required Lenders and shall have accepted such appointment within 45 30 days after the retiring Agent gives notice of its resignation, then the retiring Agent may, may on behalf of the Lenders, appoint a successor Agent meeting the qualifications set forth above; provided above; provided, that if the Agent shall notify the Lead Borrower and the Lenders that no qualifying Person has accepted such appointment, then such resignation shall nonetheless become effective in accordance with such notice and (1) the retiring Agent shall be discharged from its duties and obligations hereunder and under the other Loan Documents (except that in the case of any collateral security Collateral held by the Agent on behalf of the Lenders under any of the Loan Documents, the retiring Agent shall continue to hold such collateral security until such time as a successor Agent is appointed) and (2) all payments, communications and determinations provided to be made by, to or through the Agent shall instead be made by or to each Lender directly, until such time as the Required Lenders appoint a successor Agent as provided for above in this Section. Upon the acceptance of a successor’s appointment as Agent hereunderhereunder with notice of such acceptance provided to the Lead Borrower, such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring (or retired) Agent, and the retiring Agent shall be discharged from all of its duties and obligations hereunder or under the other Loan Documents (if not already discharged therefrom as provided above in this Section). The fees payable by the Borrower Borrowers to a successor Agent shall be the same as those payable to its predecessor unless otherwise agreed to in writing between the Lead 95 Borrower and such successorsuccessor Agent. After the retiring Agent’s resignation hereunder and under the other Loan Documents, the provisions of this Article and Section 8.04 10.04 shall continue in effect for the benefit of such retiring Agent, its sub-agents sub‑agents and their respective Related Parties in respect of any actions taken or omitted to be taken by any of them while the retiring Agent was acting as AgentAgent hereunder.

Resignation of Agent. The Each Agent may at any time give notice of its resignation to the Lenders Lenders, the Issuing Bank and the Borrower. Upon receipt of any such notice of resignation, the Required Lenders shall have the right, in consultation with the consent of the Borrower so long as no Event of Default has occurred and is continuingBorrower, to appoint a successor, which shall be a bank with an office in the United States of AmericaStates, or an Affiliate of any such bank with an office in the United States of AmericaStates. If no such successor shall have been so appointed by the Required Lenders and shall have accepted such appointment within 45 30 days after the retiring Agent gives notice of its resignation, then the retiring Agent may, may on behalf of the LendersLenders and the Issuing Banks, appoint a successor Agent meeting the qualifications set forth above; provided that , provided, that, if the Agent shall notify the Borrower and the Lenders that no qualifying Person person has accepted such appointment, then such resignation shall nonetheless become effective in accordance with such notice and (1) the retiring Agent shall be discharged from its duties and obligations hereunder and under the other Loan Documents (except that in the case of any collateral security held by the Collateral Agent on behalf of the Lenders or the Issuing Bank under any of the Loan Documents, the retiring Collateral Agent shall continue to hold such collateral security as nominee until such time as a successor Collateral Agent is appointed) and (2) all payments, communications and determinations provided to be made by, to or through the an Agent shall instead be made by or to each Lender and the Issuing Bank directly, until such time as the Required Lenders appoint a successor Agent as provided for above in this Sectionparagraph. Upon the acceptance of a successor’s appointment as Agent hereunder, such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring (or retired) Agent, and the retiring Agent shall be discharged from all of its duties and obligations hereunder or under the other Loan Documents (if not already discharged therefrom as provided above in this Sectionparagraph). The fees payable by the Borrower to a successor Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Borrower and such successor. After the retiring Agent’s resignation hereunder and under the other Loan Documents, the provisions of this Article IX and Section 8.04 10.03 shall continue in effect for the benefit of such retiring Agent, its sub-agents and their respective Related Parties in respect of any actions taken or omitted to be taken by any of them while the retiring Agent was acting as Agent.

Resignation of Agent. The Agent may at any time give notice of its resignation to the Lenders Banks, the Issuing Bank and the Borrower. Upon receipt of any such notice of resignation, the Required Lenders Banks shall have the right, with the consent of approval from the Borrower (so long as no Event of Default has occurred and is continuing), to appoint a successor, which shall such approval not to be a bank with an office in the United States of America, unreasonably withheld or an Affiliate of any such bank with an office in the United States of Americadelayed. If no such successor shall have been so appointed by the Required Lenders Banks and shall have accepted such appointment within 45 thirty (30) days after the retiring Agent gives notice of its resignation, then the retiring Agent may, may on behalf of the LendersBanks and the Issuing Bank, appoint a successor Agent meeting the qualifications set forth aboveAgent; provided that if the Agent shall notify the Borrower and the Lenders Banks that no qualifying Person has accepted such appointment, then such resignation shall nonetheless become effective in accordance with such notice and (1i) the retiring Agent shall be discharged from its duties and obligations hereunder and under the other Loan Documents (except that in the case of any collateral security held by the Agent on behalf of the Lenders Banks or the Issuing Bank under any of the Loan Documents, the retiring Agent shall continue to hold such collateral security until such time as a successor Agent is appointed) and (2ii) all payments, communications and determinations provided to be made by, to or through the Agent shall instead be made by or to each Lender Bank and the Issuing Bank directly, until such time as the Required Lenders Banks (with the approval of the Borrower, where applicable) appoint a successor Agent as provided for above in this SectionSection 10.6. Upon the acceptance of a successor’s 's appointment as Agent hereunder, such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring (or retired) Agent, and the retiring Agent shall be discharged from all of its duties and obligations hereunder or under the other Loan Documents (if not already discharged therefrom as provided above in this Section). The fees payable by the Borrower to a successor Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Borrower and such successor. After the retiring Agent’s 's resignation hereunder and under the other Loan Documents, the provisions of this Article Section 10 and Section 8.04 11.3 [Expenses; Indemnity; Damage Waiver] shall continue in effect for the benefit of such retiring Agent, its sub-agents sub‑agents and their respective Related Parties in respect of any actions taken or omitted to be taken by any of them while the retiring Agent was acting as Agent. If PNC resigns as Agent under this Section 10.6, PNC shall also resign as an Issuing Bank. Upon the appointment of a successor Agent hereunder, such successor shall (i) succeed to all of the rights, powers, privileges and duties of PNC as the retiring Issuing Bank and Agent and PNC shall be discharged from all of its respective duties and obligations as Issuing Bank and Agent under the Loan Documents, and (ii) issue letters of credit in substitution for the Letters of Credit issued by PNC, if any, outstanding at the time of such succession or make other arrangement satisfactory to PNC to effectively assume the obligations of PNC with respect to such Letters of Credit.

Resignation of Agent. The Each Agent may at any time give notice of its resignation to the Lenders Lenders, the Issuing Lender and the Borrower. Upon receipt of any such notice of resignation, the Required Lenders shall have the right, in consultation with the consent of the Borrower so long as no Event of Default has occurred and is continuingBorrower, to appoint a successor, which shall be a bank with an office in the United States of AmericaStates, or an Affiliate of any such bank with an office in the United States of AmericaStates. If no such successor shall have been so appointed by the Required Lenders and shall have accepted such appointment within 45 30 days after the retiring Agent gives notice of its resignation, then the retiring Agent may, may on behalf of the LendersLenders and the Issuing Lender, appoint a successor Agent meeting the qualifications set forth above; provided that if the Agent shall notify the Borrower and the Lenders that no qualifying Person has accepted such appointment, then such resignation shall nonetheless become effective in accordance with such notice and (1) the retiring Agent shall be discharged from its duties and obligations hereunder and under the other Loan Documents (except that in the case of any collateral security held by the Collateral Agent on behalf of the Lenders or the Issuing Lender under any of the Loan Documents, the retiring Collateral Agent shall continue to hold such collateral security as nominee until such time as a successor Collateral Agent is appointed) and (2) all payments, communications and determinations provided to be made by, to or through the an Agent shall instead be made by or to each Lender and the Issuing Lender directly, until such time as the Required Lenders Xxxxxxx appoint a successor Agent as provided for above in this Sectionparagraph. Upon the acceptance of a successor’s appointment as Agent hereunder, such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring (or retired) Agent, and the retiring Agent shall be discharged from all of its duties and obligations hereunder or under the other Loan Documents (if not already discharged therefrom as provided above in this Sectionparagraph). The fees payable by the Borrower to a successor Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Borrower and such successor. After the retiring Agent’s resignation hereunder and under the other Loan Documents, the provisions of this Article Section 9 and Section 8.04 11.5 shall continue in effect for the benefit of such retiring Agent, its sub-agents and their respective Related Parties in respect of any actions taken or omitted to be taken by any of them while the retiring Agent was acting as Agent.

Resignation of Agent. The Agent may at any time give notice of its resignation to the Lenders Banks, the Issuing Bank and the Borrower. Upon receipt of any such notice of resignation, the Required Lenders Majority Banks shall have the right, in consultation with the consent of the Borrower so long as no Event of Default has occurred and is continuingBorrower, to appoint a successor, which shall be a bank with an office in the United States of AmericaStates, or an Affiliate of any such bank with an office in the United States of AmericaStates. If no such successor shall have been so appointed by the Required Lenders Majority Banks and shall have accepted such appointment within 45 30 days after the retiring Agent gives notice of its resignation, then the retiring Agent may, may on behalf of the LendersBanks and the Issuing Bank, appoint a successor Agent meeting the qualifications set forth above; provided that if the Agent shall notify the Borrower and the Lenders Banks that no qualifying Person has accepted such appointment, then such resignation shall nonetheless become effective in accordance with such notice and (1) the retiring Agent shall be discharged from its duties and obligations hereunder and under the other Loan Credit Documents (except that in the case of any collateral security held by the Agent on behalf of the Lenders Banks or the Issuing Bank under any of the Loan Credit Documents, the retiring Agent shall continue to hold such collateral security until such time as a successor Agent is appointed) and (2) all payments, communications and determinations provided to be made by, to or through the Agent shall instead be made by or to each Lender Bank and the Issuing Bank directly, until such time as the Required Lenders Majority Banks appoint a successor Agent as provided for above in this Section. Upon the acceptance of a successor’s appointment as Agent hereunder, such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring (or retired) Agent, and the retiring Agent shall be discharged from all of its duties and obligations hereunder or under the other Loan Credit Documents (if not already discharged therefrom as provided above in this Section). The fees payable by the Borrower to a successor Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Borrower and such successor. After the retiring Agent’s resignation hereunder and under the other Loan Credit Documents, the provisions of this Article and Section 8.04 9.4 shall continue in effect for the benefit of such retiring Agent, its sub-agents and their respective Related Parties in respect of any actions taken or omitted to be taken by any of them while the retiring Agent was acting as Agent. Any resignation by Bank of America as Agent pursuant to this Section shall also constitute its resignation as Issuing Bank. Upon the acceptance of a successor’s appointment as Agent hereunder, (a) such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring Issuing Bank, (b) the retiring Issuing Bank shall be discharged from all of their respective duties and obligations hereunder or under the other Credit Documents, and (c) the successor Issuing Bank shall issue letters of credit in substitution for the Letters of Credit, if any, outstanding at the time of such succession or make other arrangements satisfactory to the retiring Issuing Bank to effectively assume the obligations of the retiring Issuing Bank with respect to such Letters of Credit.

Resignation of Agent. The Agent may at any time give notice of its resignation to the Lenders Lenders, the Issuing Bank and the Borrower. Upon receipt of any such notice of resignation, the Required Lenders shall have the right, in consultation with the consent of the Borrower so long as no Event of Default has occurred and is continuingBorrower, to appoint a successor, which shall be a bank with an office in the United States of America, or an Affiliate of any such bank with an office in the United States of America. If no such successor shall have been so appointed by the Required Lenders and shall have accepted such appointment within 45 30 days after the retiring Agent gives notice of its resignation, then the retiring Agent may, may on behalf of the LendersLenders and the Issuing Bank, appoint a successor Agent meeting the qualifications set forth above; above provided that if the Agent shall notify the Borrower and the Lenders that no qualifying Person has accepted such appointment, then such resignation shall nonetheless become effective in accordance with such notice and (1a) the retiring Agent shall be discharged from its duties and obligations hereunder and under the other Loan Documents (except that in the case of any collateral security held by the Agent on behalf of the Lenders or the Issuing Bank under any of the Loan Documents, the retiring Agent shall continue to hold such collateral security until such time as a successor Agent is appointed) and (2b) all payments, communications and determinations provided to be made by, to or through the Agent shall instead be made by or to each Lender and the Issuing Bank directly, until such time as the Required Lenders appoint a successor Agent as provided for above in this Section. Upon the acceptance of a successor’s 's appointment as Agent hereunder, such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring (or retired) Agent, and the retiring Agent shall be discharged from all of its duties and obligations hereunder or under the other Loan Documents (if not already discharged therefrom as provided above in this Section). The fees payable by the Borrower to a successor Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Borrower and such successor. After the retiring Agent’s 's resignation hereunder and under the other Loan Documents, the provisions of this Article and Section 8.04 13.1 shall continue in effect for the benefit of such retiring Agent, its sub-agents and their respective Related Parties in respect of any actions taken or omitted to be taken by any of them while the retiring Agent was acting as Agent.

Resignation of Agent. The (a) Each Agent may at any time give notice of its resignation to the Lenders Lenders, the Issuing Lenders, the other Administrative Agents and the Borrower. Upon receipt of any such notice of resignation, the Required Lenders shall have the right, in consultation with the consent of the Borrower so long as no Event of Default has occurred and is continuingBorrower, to appoint a successor, which shall be a bank with an office in the United States of AmericaStates, or an Affiliate of any such bank with an office in the United States of AmericaStates. If no such successor shall have been so appointed by the Required Lenders and shall have accepted such appointment within 45 30 days after the retiring Agent gives notice of its resignationresignation (or such earlier day as shall be agreed by the Required Lenders) (the “Resignation Effective Date”), then the retiring Agent may, may (but shall not be obligated to) on behalf of the LendersLenders and the Issuing Lender, appoint a successor Agent meeting the qualifications set forth above; provided that if the in no event shall any such successor Administrative Agent shall notify the Borrower and the Lenders that no qualifying Person be a Defaulting Lender or a Disqualified Lender. Whether or not a successor has accepted such appointmentbeen appointed, then such resignation shall nonetheless become effective in accordance with such notice and on the Resignation Effective Date. (b) With effect from the Resignation Effective Date (1) the retiring Agent shall be discharged from its duties and obligations hereunder and under the other Loan Documents (except that in the case of any collateral security held by the Collateral Agent on behalf of the Lenders or the Issuing Lenders under any of the Loan Documents, the retiring Collateral Agent shall continue to hold such collateral security as nominee until such time as a successor Collateral Agent is appointed) and (2) for any indemnity payments owed to the retiring Agent, all payments, communications and determinations provided to be made by, to or through the an Agent shall instead be made by or to each Lender and each Issuing Lender directly, until such time time, if any, as the Required Lenders appoint a successor Agent as provided for above in this Sectionparagraph. Upon the acceptance of a successor’s appointment as Agent hereunder, such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring (or retired) Agent (other than any rights to indemnity payments owed to the retiring Agent), and the retiring Agent shall be discharged from all of its duties and obligations hereunder or under the other Loan Documents (if not already discharged therefrom as provided above in this Sectionparagraph). The fees payable by the Borrower to a successor Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Borrower and such successor. After the retiring Agent’s resignation hereunder and under the other Loan Documents, the provisions of this Article Section 9 and Section 8.04 11.5 shall continue in effect for the benefit of such retiring Agent, its sub-agents sub‑agents and their respective Related Parties in respect of any actions taken or omitted to be taken by any of them while the retiring Agent was acting as Agent.

Resignation of Agent. The (a) Each Agent may at any time give notice of its resignation to the Lenders Lenders, the Issuing Bank and the Borrower. Upon receipt of any such notice of resignation, the Required Lenders shall have the right, in consultation with the consent of the Borrower so long as no Event of Default has occurred and is continuingBorrower, to appoint a successor, which shall be a bank with an office in the United States of AmericaStates, or an Affiliate of any such bank with an office in the United States of AmericaStates. If no such successor shall have been so appointed by the Required Lenders and shall have accepted such appointment within 45 30 days after the retiring Agent gives notice of its resignation, then the retiring Agent may, may on behalf of the LendersLenders and the Issuing Bank, appoint a successor Agent meeting the qualifications set forth above; above provided that if the Agent shall notify the Borrower and the Lenders that no qualifying Person person has accepted such appointment, then such resignation shall nonetheless become effective in accordance with such notice and (1i) the retiring Agent shall be discharged from its duties and obligations hereunder and under the other Loan Documents (except that in the case of any collateral security held by the Collateral Agent on behalf of the Lenders or the Issuing Bank under any of the Loan Documents, the retiring Collateral Agent shall continue to hold such collateral security as nominee until such time as a successor Collateral Agent is appointed) and (2ii) all payments, communications and determinations provided to be made by, to or through the an Agent shall instead be made by or to each Lender and the Issuing Bank directly, until such time as the Required Lenders appoint a successor Agent as provided for above in this Sectionparagraph. Upon the acceptance of a successor’s appointment as Agent hereunder, such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring (or retired) Agent, and the retiring Agent shall be discharged from all of its duties and obligations hereunder or under the other Loan Documents (if not already discharged therefrom as provided above in this Sectionparagraph). The fees payable by the Borrower to a successor Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Borrower and such successor. After the retiring Agent’s resignation hereunder and under the other Loan Documents, the provisions of this Article IX and Section 8.04 10.03 shall continue in effect for the benefit of such retiring Agent, its sub-agents sub‑agents and their respective Related Parties in respect of any actions taken or omitted to be taken by any of them while the retiring Agent was acting as Agent. (b) Any resignation by Royal Bank of Canada as Administrative Agent pursuant to Section 9.06(a) shall, unless Royal Bank of Canada gives notice to Borrower otherwise, also constitute its resignation as Issuing Bank and Swingline Lender, and such resignation as Issuing Bank and Swingline Lender shall become effective simultaneously with the discharge of the Administrative Agent from its duties and obligations as set forth in the immediately preceding paragraph (except as to already outstanding Letters of Credit and LC Obligations and Swingline Loans, as to which the Issuing Bank and the Swingline Lender shall continue in such capacities until the LC Exposure relating thereto shall be reduced to zero and such Swingline Loans shall have been repaid, as applicable, or until the successor Administrative Agent shall succeed to the roles of Issuing Bank and Swingline Lender in accordance with the next sentence and perform the actions required by the next sentence). Upon the acceptance of a successor’s appointment as Administrative Agent hereunder, unless Royal Bank of Canada and such successor gives notice to Borrower otherwise, (i) such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring Issuing Bank and Swingline Lender and (ii) the successor Issuing Bank shall issue letters of credit in substitution for the Letters of Credit, if any, outstanding at the time of such succession or make other arrangements satisfactory to the retiring Issuing Bank to effectively assume the obligations of the retiring Issuing Bank with respect to such Letters of Credit. At the time any such resignation of the Issuing Bank shall become effective, Borrower shall pay all unpaid fees accrued for the account of the retiring Issuing Bank pursuant to Section 2.05(c). SC1:3775857.9 LEGAL_US_E # 113365636.9

Resignation of Agent. The (a) Each Agent may at any time give notice of its resignation to the Lenders Lenders, the Issuing Bank and the Borrower. Upon receipt of any such notice of resignation, the Required Lenders shall have the right, in consultation with the consent of the Borrower so long as no Event of Default has occurred and is continuingBorrower, to appoint a successor, which shall be a bank with an office in the United States of AmericaStates, or an Affiliate of any such bank with an office in the United States of AmericaStates. If no such successor shall have been so appointed by the Required Lenders and shall have accepted such appointment within 45 30 days after the retiring Agent gives notice of its resignation, then the retiring Agent may, may on behalf of the LendersLenders and the Issuing Bank, appoint a successor Agent meeting the qualifications set forth above; above provided that if the Agent shall notify the Borrower and the Lenders that no qualifying Person person has accepted such appointment, then such resignation shall nonetheless become effective in accordance with such notice and (1) the retiring Agent shall be discharged from its duties and obligations hereunder and under the other Loan Documents (except that in the case of any collateral security held by the Collateral Agent on behalf of the Lenders or the Issuing Bank under any of the Loan Documents, the retiring Collateral Agent shall continue to hold such collateral security as nominee until such time as a successor Collateral Agent is appointed) and (2) all payments, communications and determinations provided to be made by, to or through the an Agent shall instead be made by or to each Lender and the Issuing Bank directly, until such time as the Required Lenders appoint a successor Agent as provided for above in this Sectionparagraph. Upon the acceptance of a successor’s appointment as Agent hereunder, such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring (or retired) Agent, and the retiring Agent shall be discharged from all of its duties and obligations hereunder or under the other Loan Documents (if not already discharged therefrom as provided above in this Sectionparagraph). The fees payable by the Borrower to a successor Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Borrower and such successor. After the retiring Agent’s resignation hereunder and under the other Loan Documents, the provisions of this Article IX and Section 8.04 10.03 shall continue in effect for the benefit of such retiring Agent, its sub-agents and their respective Related Parties in respect of any actions taken or omitted to be taken by any of them while the retiring Agent was acting as Agent. (b) Any resignation by UBS AG, Stamford Branch as Administrative Agent pursuant to Section 9.06(a) shall, unless UBS AG, Stamford Branch gives notice to Borrower otherwise, also constitute its resignation as Issuing Bank and Swingline Lender, and such resignation as Issuing Bank and Swingline Lender shall become effective simultaneously with the discharge of the Administrative Agent from its duties and obligations as set forth in the immediately preceding paragraph (except as to already outstanding Letters of Credit and LC Obligations and Swingline Loans, as to which the Issuing Bank and the Swingline Lender shall continue in such capacities until the LC Exposure relating thereto shall be reduced to zero and such Swingline Loans shall have been repaid, as applicable, or until the successor Administrative Agent shall succeed to the roles of Issuing Bank and Swingline Lender in accordance with the next sentence and perform the actions required by the next sentence). Upon the acceptance of a successor’s appointment as Administrative Agent hereunder, unless UBS AG, Stamford Branch and such successor gives notice to Borrower otherwise, (i) such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring Issuing Bank and Swingline Lender and (ii) the successor Issuing Bank shall issue letters of credit in substitution for the Letters of Credit, if any, outstanding at the time of such succession or make other arrangements satisfactory to the retiring Issuing Bank to effectively assume the obligations of the retiring Issuing Bank with respect to such Letters of Credit. At the time any such resignation of the Issuing Bank shall become effective, Borrower shall pay all unpaid fees accrued for the account of the retiring Issuing Bank pursuant to Section 2.05(c).

Resignation of Agent. The (a) Any Agent may at any time give notice of its resignation to the Lenders Lenders, the Letter of Credit Issuer and the BorrowerBorrower Parties. Upon receipt of any such notice of resignationresignation from the Administrative Agent, the Required Lenders shall have the right, with the consent of Borrowers (which consent shall not be unreasonably withheld, delayed or conditioned and except that consent of Borrowers shall not be required during the Borrower so long as no continuance of any Event of Default has occurred and is continuingDefault), to appoint a successor, which shall be a bank with an office in the United States of AmericaStates, or an Affiliate of any such bank with an office in the United States of AmericaStates. If no such successor shall have been so appointed by the Required Lenders and shall have accepted such appointment within 45 30 days after the retiring Administrative Agent gives notice of its resignation, then the retiring Administrative Agent may, may on behalf of the LendersLenders and the Letter of Credit Issuer, appoint a successor Administrative Agent meeting the qualifications set forth above; , provided that if the Administrative Agent shall notify the Borrower Parties and the Lenders that no qualifying Person has accepted such appointment, then such resignation shall nonetheless become effective in accordance with such notice and and: (1i) the retiring Administrative Agent shall be discharged from its duties and obligations hereunder and under the other Loan Documents (except that in the case of any collateral security held by the Administrative Agent on behalf of Lenders or the Lenders Letter of Credit Issuer under any of the Loan Documents, the retiring Administrative Agent shall continue to hold such collateral security until such time as a successor Administrative Agent is appointed) ); and (2ii) all payments, communications and determinations provided to be made by, to or through the Administrative Agent shall instead be made by or to each Lender and the Letter of Credit Issuer directly, until such time as the Required Lenders appoint a successor Administrative Agent as provided for above in this Section. Upon the acceptance of a successor’s appointment as Administrative Agent hereunder, such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring (or retired) Administrative Agent, and the retiring Administrative Agent shall be discharged from all 107 0000-0000-0000 v.54890-8208-0090 v.3 of its duties and obligations hereunder or under the other Loan Documents (if not already discharged therefrom as provided above in this Section). The fees payable by the Borrower Parties to a successor Administrative Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Borrower Parties and such successor. After the retiring Administrative Agent’s resignation hereunder and under the other Loan Documents, the provisions of this Article Section and Section 8.04 12.06 shall continue in effect for the benefit of such retiring Administrative Agent, its sub-agents and their respective Related Parties in respect of any actions taken or omitted to be taken by any of them while the retiring Administrative Agent was acting as Administrative Agent. (b) Any resignation by MUFG as Administrative Agent pursuant to this Section 11.06 will also constitute its resignation as Letter of Credit Issuer (if applicable). If MUFG or Union Bank, as applicable, resigns as Letter of Credit Issuer, it will retain all the rights, powers, privileges and duties of the Letter of Credit Issuer hereunder with respect to all Letters of Credit outstanding as of the effective date of its resignation as Letter of Credit Issuer and all Letter of Credit Obligations with respect thereto, including the right to require the Lenders to make Base Rate Loans or fund risk participations in Unreimbursed Amounts pursuant to Section 2.07(c). In the event of any such resignation as Letter of Credit Issuer, the Borrower Parties will be entitled to appoint from among the Lenders a successor Letter of Credit Issuer hereunder (which successor must in all cases be a Lender other than a Defaulting Lender). Upon the appointment by the Borrower Parties of a successor Letter of Credit Issuer hereunder: (i) such successor will succeed to and become vested with all of the rights, powers, privileges and duties of the retiring Letter of Credit Issuer; (ii) the retiring Letter of Credit Issuer will be discharged from all of its duties and obligations hereunder or under the other Loan Documents; and (iii) the successor Letter of Credit Issuer will issue letters of credit in substitution for the Letters of Credit, if any, outstanding at the time of such succession or make other arrangements satisfactory to MUFG or Union Bank (as applicable) to effectively assume the obligations of MUFG or Union Bank (as applicable) with respect to such Letters of Credit.