Common use of Resignation of Agents Clause in Contracts

Resignation of Agents. (a) Any Agent may resign its appointment hereunder at any time without the need to give any reason and without being responsible for any costs associated therewith by giving notice to the Issuer and the Trustee (and in the case of resignation of the Paying Agent the Paying Agent giving 30 days’ written notice) (waivable by the Issuer and the Trustee), provided that in the case of resignation of the Paying Agent no such resignation shall take effect until a new Paying Agent shall have been appointed by the Issuer to exercise the powers and undertake the duties hereby conferred and imposed upon the Paying Agent. Following receipt of a notice of resignation from any Agent, the Issuer shall promptly give notice thereof to the Holders in accordance with Section 12.01 Such notice shall expire at least 30 days before or after any due date for payment in respect of the Notes. (b) If any Agent gives notice of its resignation in accordance with this Section 7.12 and a replacement Agent is required and by the tenth day before the expiration of such notice such replacement has not been duly appointed, such Agent may itself appoint as its replacement any reputable and experienced financial institution or may petition a court of competent jurisdiction, with costs and expenses properly incurred by the Agent in relation to such petition to be paid by the Issuer. Immediately following such appointment, the Issuer shall give notice of such appointment to the Trustee, the remaining Agents and the Holders whereupon the Issuer, the Trustee, the remaining Agents and the replacement Agent shall acquire and become subject to the same rights and obligations between themselves as if they had entered into an agreement in the form mutatis mutandis of this Indenture. (c) Upon its resignation becoming effective the Paying Agent shall forthwith transfer all moneys held by it hereunder, if any, to the successor Paying Agent or, if none, the Trustee or to the Trustee’s order, but shall have no other duties or responsibilities hereunder, and shall be entitled to the payment by the Issuer of its remuneration for the services previously rendered hereunder and to the reimbursement of all reasonable expenses (including legal fees) incurred in connection therewith.

Resignation of Agents. (a) Any Agent may resign its appointment hereunder at any time without the need to give any reason and without being responsible for any costs associated therewith by giving written notice of its resignation to the Lenders, each L/C Issuer and the Trustee Lead Borrower. Upon receipt of any such notice of resignation, the Required Lenders shall have the right, subject to the approval of the Lead Borrower (and as long as no Event of Default then exists), to appoint a successor, which shall be a bank with an office in the case United States, or an Affiliate of resignation any such bank with an office in the United States. If no such successor shall have been so appointed by the Required Lenders and shall have accepted such appointment within 60 days after the retiring Agent gives notice of its resignation, then the retiring Agent may on behalf of the Paying Lenders and each L/C Issuer with the approval of the Lead Borrower (as long as no Event of Default then exists), appoint a successor Administrative Agent or Collateral Agent, as applicable, meeting the Paying qualifications set forth above; provided that if the Administrative Agent giving 30 days’ written notice) (waivable by or the Issuer Collateral Agent shall notify the Lead Borrower and the Trustee)Lenders that no qualifying Person has accepted such appointment within 60 days after the retiring Agent gives notices of its resignation, provided 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 resignation any Collateral held by the Collateral Agent on behalf of the Paying Agent no such resignation shall take effect until a new Paying Lenders or each L/C Issuer under any of the Loan Documents, the retiring Collateral Agent shall have been appointed continue to hold such collateral security 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 Administrative 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 Administrative Agent as provided for above in this Section. Upon the acceptance of a successor’s appointment as Administrative Agent or Collateral Agent, as applicable, 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 Issuer Borrowers to exercise a successor Administrative Agent shall be the powers same as those payable to its predecessor unless otherwise agreed between the Lead Borrower and undertake such successor. After the duties hereby conferred retiring Agent’s resignation hereunder and imposed upon under the Paying Agent. Following receipt other Loan Documents, the provisions of a notice this Article and Section 10.04 shall continue in effect for the benefit of resignation from any such retiring Agent, the Issuer shall promptly give notice thereof to the Holders in accordance with Section 12.01 Such notice shall expire at least 30 days before or after any due date for payment its sub-agents and their respective Related Parties in respect of the Notes. (b) If any Agent gives notice of its resignation in accordance with this Section 7.12 and a replacement Agent is required and by the tenth day before the expiration of such notice such replacement has not been duly appointed, such Agent may itself appoint as its replacement any reputable and experienced financial institution actions taken or may petition a court of competent jurisdiction, with costs and expenses properly incurred by the Agent in relation to such petition omitted to be paid taken by any of them while the Issuer. Immediately following such appointment, the Issuer shall give notice of such appointment to the Trustee, the remaining Agents and the Holders whereupon the Issuer, the Trustee, the remaining Agents and the replacement retiring Agent shall acquire and become subject to the same rights and obligations between themselves was acting as if they had entered into an agreement in the form mutatis mutandis of this IndentureAdministrative Agent or Collateral Agent hereunder. (c) Upon its resignation becoming effective the Paying Agent shall forthwith transfer all moneys held by it hereunder, if any, to the successor Paying Agent or, if none, the Trustee or to the Trustee’s order, but shall have no other duties or responsibilities hereunder, and shall be entitled to the payment by the Issuer of its remuneration for the services previously rendered hereunder and to the reimbursement of all reasonable expenses (including legal fees) incurred in connection therewith.

Resignation of Agents. (a) Any Agent may resign its appointment hereunder at any time without the need to give any reason and without being responsible for any costs associated therewith by giving notice to the Issuer and the Trustee and (and except in the case of resignation of the Principal Paying Agent) the Principal Paying Agent the Paying Agent giving 30 days’ written notice) notice to that effect (waivable by the Issuer and the Trustee), ; provided that in the case of resignation of the Principal Paying Agent no such resignation shall take effect until a new Principal Paying Agent (approved in advance in writing by the Trustee) shall have been appointed by the Issuer to exercise the powers and undertake the duties hereby conferred and imposed upon the Principal Paying Agent. Following receipt of a notice of resignation from any Agent, the Issuer shall promptly give notice thereof to the Holders in accordance with Section 12.01 12.01. Such notice shall expire at least 30 days before or after any due date for payment in respect of the Notes. (b) If any Agent gives notice of its resignation in accordance with this Section 7.12 7.11 and a replacement Agent is required and by the tenth day before the expiration of such notice such replacement has not been duly appointed, such Agent may itself appoint as its replacement any reputable and experienced financial institution or may petition a court of competent jurisdiction, with costs and expenses properly incurred by the Agent in relation to such petition to be paid by the Issuerinstitution. Immediately following such appointment, the Issuer shall give notice of such appointment to the Trustee, the remaining Agents and the Holders whereupon the Issuer, the Trustee, the remaining Agents and the replacement Agent shall acquire and become subject to the same rights and obligations between themselves as if they had entered into an agreement in the form mutatis mutandis of this Indenture. (c) Upon its resignation becoming effective the Principal Paying Agent shall forthwith transfer all moneys held by it hereunder, if any, hereunder hereof to the successor Principal Paying Agent or, if none, the Trustee or to the Trustee’s order, but shall have no other duties or responsibilities hereunder, and shall be entitled to the payment by the Issuer of its remuneration for the services previously rendered hereunder and to the reimbursement of all reasonable expenses (including legal fees) incurred in connection therewith.

Resignation of Agents. (a) Any Each Agent may resign its appointment hereunder at any time without the need to give any reason and without being responsible for any costs associated therewith by giving notice of its resignation to the Issuer Lenders, the Issuing Lenders, the other Agents and the Trustee Borrower. Upon receipt of any such notice of resignation, the Required Lenders shall have the right, with approval from the Borrower (so long as no Event of Default has occurred and is continuing), to appoint a successor, such approval not to be unreasonably withheld or delayed. If no such successor shall have been so appointed by the Required Lenders and shall have accepted such appointment within thirty (30) days after the retiring Agent gives notice of its resignation, then such retiring Agent may on behalf of the Lenders and the Issuing Lenders, appoint a successor Agent meeting the qualifications set forth above; provided that if such retiring 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 (i) the retiring Agent shall be discharged from its duties and obligations hereunder and under the other Loan Documents (except that, in the case of resignation of the Paying Agent the Paying Agent giving 30 days’ written notice) (waivable by the Issuer and the Trustee)Collateral Agent, provided that in the case of resignation any collateral security held by the Collateral Agent on behalf of the Paying Agent no such resignation shall take effect until a new Paying Lenders or the Issuing Lenders under any of the Loan Documents, the retiring Collateral Agent shall have been appointed continue to hold such collateral security until such time as a successor Collateral Agent is appointed) and (ii) all payments, communications and determinations provided to be made by, to or through a retiring Administrative Agent shall instead be made by or to each Lender and the Issuing Lenders directly, until such time as the Required Lenders appoint a successor Administrative Agent as provided for above in this Section 10.6. 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 10.6). The fees payable by the Issuer Borrower to exercise a successor Agent shall be the powers same as those payable to its predecessor unless otherwise agreed between the Borrower and undertake such successor. After the duties hereby conferred retiring Agent’s resignation hereunder and imposed upon under the Paying Agent. Following receipt other Loan Documents, the provisions of a notice this Section 10.6 and Section 11.3 [Expenses; Indemnity; Damage Waiver] shall continue in effect for the benefit of resignation from any such retiring Agent, the Issuer shall promptly give notice thereof to the Holders in accordance with Section 12.01 Such notice shall expire at least 30 days before or after any due date for payment 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 Notes. (b) retiring Agent was acting as Agent. If any PNC resigns as Administrative Agent gives notice under this Section 10.6, PNC shall also resign as Swingline Lender and as an Issuing Lender. If PNC resigns as an Issuing Lender, it shall retain all the rights, powers, privileges and duties of an Issuing Lender with respect to all Letters of Credit issued by it that remain outstanding as of the effective date of its resignation in accordance as Issuing Lender and all Letter of Credit Obligations with this respect thereto, including the right to require the Lenders to make Participation Advances pursuant to Section 7.12 and a replacement Agent is required and by 2.10.3 [Participations, Disbursements, Reimbursement]. If PNC resigns as Swingline Lender, the tenth day before Borrower shall repay any outstanding Swing Loans on or prior to the expiration effective date of such notice resignation and, to the extent any Swing Loans remain outstanding as of the effective date of its resignation as Swingline Lender, PNC shall retain all the rights, powers, privileges and duties of a Swingline Lender with respect to such replacement has not been duly appointedSwing Loans, including the right to require the Lenders to make Base Rate Loans pursuant to Section 2.11 [Borrowings to Repay Swing Loans]. Upon the appointment of a successor Administrative Agent hereunder, such successor shall (i) succeed to all of the rights, powers, privileges and duties of PNC as a retiring Swingline Lender and Issuing Lender, Administrative Agent may itself appoint as and Collateral Agent and PNC shall be discharged from all of its replacement any reputable and experienced financial institution or may petition a court of competent jurisdiction, with costs and expenses properly incurred by the Agent in relation to such petition to be paid by the Issuer. Immediately following such appointment, the Issuer shall give notice of such appointment to the Trustee, the remaining Agents and the Holders whereupon the Issuer, the Trustee, the remaining Agents and the replacement Agent shall acquire and become subject to the same rights respective duties and obligations between themselves as if they had entered into an agreement Swingline Lender and Issuing Lender, Administrative Agent and Collateral Agent under the Loan Documents, and (ii) issue letters of credit in substitution for the form mutatis mutandis Letters of this Indenture. (c) Upon its resignation becoming effective the Paying Agent shall forthwith transfer all moneys held Credit issued by it hereunderPNC, if any, outstanding at the time of such succession or make other arrangements satisfactory to PNC to effectively assume the obligations of PNC with respect to such Letters of Credit. If the Person serving as Administrative Agent is a Defaulting Lender pursuant to clause (d) of the definition thereof, the Required Lenders may, to the successor Paying Agent orextent permitted by applicable law, if none, the Trustee or by notice in writing to the Trustee’s orderBorrower and such Person remove such Person as Administrative Agent and, but in consultation with the Borrower, appoint a successor. If no such successor shall have no other duties or responsibilities hereunder, been so appointed by the Required Lenders and shall have accepted such appointment within 30 days (or such earlier day as shall be entitled to the payment agreed by the Issuer of its remuneration for Required Lenders) (the services previously rendered hereunder and to “Removal Effective Date”), then such removal shall nonetheless become effective in accordance with such notice on the reimbursement of all reasonable expenses (including legal fees) incurred in connection therewithRemoval Effective Date.

Resignation of Agents. (a) Any Agent may resign its appointment hereunder at any time without the need to give any reason and without being responsible for any costs associated therewith by giving notice to the Issuer and the Trustee and (and except in the case of resignation of the Principal Paying Agent) the Principal Paying Agent the Paying Agent giving 30 days’ written notice) notice to that effect (waivable by the Issuer and the Trustee), ; provided that in the case of resignation of the Principal Paying Agent no such resignation shall take effect until a new Principal Paying Agent (approved in advance in writing by the Trustee) shall have been appointed by the Issuer to exercise the powers and undertake the duties hereby conferred and imposed upon the Principal Paying Agent. Following receipt of a notice of resignation from any Agent, the Issuer shall promptly give notice thereof to the Holders in accordance with Section 12.01 ‎‎Section 12.01. Such notice shall expire at least 30 days before or after any due date for payment in respect of the Notes. (b) If any Agent gives notice of its resignation in accordance with this Section 7.12 ‎‎Section 7.11 and a replacement Agent is required and by the tenth day before the expiration of such notice such replacement has not been duly appointed, such Agent may itself appoint as its replacement any reputable and experienced financial institution or may petition a court of competent jurisdiction, with costs and expenses properly incurred by the Agent in relation to such petition to be paid by the Issuerinstitution. Immediately following such appointment, the Issuer shall give notice of such appointment to the Trustee, the remaining Agents and the Holders whereupon the Issuer, the Trustee, the remaining Agents and the replacement Agent shall acquire and become subject to the same rights and obligations between themselves as if they had entered into an agreement in the form mutatis mutandis of this Indenture. (c) Upon its resignation becoming effective the Principal Paying Agent shall forthwith transfer all moneys held by it hereunder, if any, hereunder hereof to the successor Principal Paying Agent or, if none, the Trustee or to the Trustee’s order, but shall have no other duties or responsibilities hereunder, and shall be entitled to the payment by the Issuer of its remuneration for the services previously rendered hereunder and to the reimbursement of all reasonable expenses (including legal fees) incurred in connection therewith.

Resignation of Agents. (a) Any Agent may resign its appointment hereunder at any time without the need to give any reason and without being responsible for any costs associated therewith by giving notice to the Issuer and the Trustee and (and except in the case of resignation of the Principal Paying Agent) the Principal Paying Agent the Paying Agent giving 30 days’ written notice) notice to that effect (waivable by the Issuer and the Trustee), ; provided that in the case of resignation of the Principal Paying Agent no such resignation shall take effect until a new Principal Paying Agent (approved in advance in writing by the Trustee) shall have been appointed by the Issuer to exercise the powers and undertake the duties hereby conferred and imposed upon the Principal Paying Agent. Following receipt of a notice of resignation from any Agent, the Issuer shall promptly give notice thereof to the Holders in accordance with Section 12.01 10.01. Such notice shall expire at least 30 days before or after any due date for payment in respect of the Notes. (b) If any Agent gives notice of its resignation in accordance with this Section 7.12 7.10 and a replacement Agent is required and by the tenth day before the expiration of such notice such replacement has not been duly appointed, such Agent may itself appoint as its replacement any reputable and experienced financial institution or may petition a court of competent jurisdiction, with costs and expenses properly incurred by the Agent in relation to such petition to be paid by the Issuerinstitution. Immediately following such appointment, the Issuer shall give notice of such appointment to the Trustee, the remaining Agents and the Holders whereupon the Issuer, the Trustee, the remaining Agents and the replacement Agent shall acquire and become subject to the same rights and obligations between themselves as if they had entered into an agreement in the form mutatis mutandis of this Indenture. (c) Upon its resignation becoming effective the Principal Paying Agent shall forthwith transfer all moneys held by it hereunder, if any, hereunder hereof to the successor Principal Paying Agent or, if none, the Trustee or to the Trustee’s order, but shall have no other duties or responsibilities hereunder, and shall be entitled to the payment by the Issuer of its remuneration for the services previously rendered hereunder and to the reimbursement of all reasonable expenses (including legal fees) incurred in connection therewith.

Resignation of Agents. (a) Any Each Agent may resign its appointment hereunder at any time without the need to give any reason and without being responsible for any costs associated therewith by giving notice of its resignation to the Issuer Lenders and the Trustee (and in Borrower. Upon receipt of any such notice of resignation, the case of resignation Requisite Lenders shall have the right, with the consent of the Paying Agent Borrower (such consent not to be unreasonably withheld and, in any event, not to be required during the Paying Agent giving 30 days’ written notice) (waivable by the Issuer and the Trusteecontinuance of an Event of Default), provided that in the case of resignation of the Paying Agent to appoint a successor Agent. If no such resignation shall take effect until a new Paying Agent successor shall have been so appointed by the Issuer to exercise Requisite Lenders and shall have accepted such appointment within thirty (30) days after the powers and undertake the duties hereby conferred and imposed upon the Paying Agent. Following receipt of a notice of resignation from any Agent, the Issuer shall promptly give notice thereof to the Holders in accordance with Section 12.01 Such notice shall expire at least 30 days before or after any due date for payment in respect of the Notes. (b) If any retiring Agent gives notice of its resignation (or such earlier day as shall be agreed by the Requisite Lenders) (the “Resignation Effective Date”), then the retiring Agent may (but shall not be obligated to) on behalf of the Lenders and with the consent of the Borrower (such consent not to be unreasonably withheld and, in any event, not to be required during the continuance of an Event of Default, appoint a successor Agent. Whether or not a successor has been appointed, such resignation shall become effective in accordance with this Section 7.12 such notice on the Resignation Effective Date. (b) The Requisite Lenders may by notice in writing to the Borrower and any Person serving as an Agents remove such Person as an Agent and, with the consent of the Borrower (such consent not to be unreasonably withheld and, in any event, not to be required during the continuance of an Event of Default), appoint a replacement Agent is required and successor Agent. If no such successor shall have been so appointed by the tenth Requisite Lenders and shall have accepted such appointment within thirty (30) days (or such earlier day before as shall be agreed by the expiration of Requisite Lenders) (the “Removal Effective Date”), then such removal shall nonetheless become effective in accordance with such notice such replacement has not been duly appointed, such Agent may itself appoint as its replacement any reputable and experienced financial institution or may petition a court of competent jurisdiction, with costs and expenses properly incurred by on the Agent in relation to such petition to be paid by the Issuer. Immediately following such appointment, the Issuer shall give notice of such appointment to the Trustee, the remaining Agents and the Holders whereupon the Issuer, the Trustee, the remaining Agents and the replacement Agent shall acquire and become subject to the same rights and obligations between themselves as if they had entered into an agreement in the form mutatis mutandis of this IndentureRemoval Effective Date. (c) Upon its resignation becoming effective With effect from the Paying Resignation Effective Date or the Removal Effective Date (as applicable) (1) the retiring or removed Agent shall forthwith transfer all moneys be discharged from its duties and obligations hereunder and under the other Credit Documents (except that in the case of any Collateral held by it the Collateral Agent on behalf of the Lenders under any of the Credit Documents, the retiring or removed Collateral Agent shall continue to hold such Collateral until such time as a successor Collateral Agent is appointed) and (2) except for any reimbursement or indemnity payments or other amounts then owed to the retiring or removed Agent, all payments, communications and determinations provided to be made by, to or through such Agent shall instead be made by or to each Lender directly (and each Lender will cooperate with the Borrower to enable the Borrower to take such actions), until such time as the Requisite Lenders appoint a successor Agent as provided for above. Upon the acceptance of a successor’s appointment as to the retiring or removed Agent hereunder, if anysuch 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 other amounts owed to the retiring or removed Agent as of the Resignation Effective Date or the Removal Effective Date, as applicable), and the retiring or removed Agent shall be discharged from all of its duties and obligations hereunder or under the other Credit Documents (if not already discharged therefrom as provided above in this Section), other than its obligations under Section 10. The fees payable by the Borrower to a successor Paying Agent or, if noneshall 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 Credit Documents, the Trustee or to the Trustee’s orderprovisions of this Section and Section 10 and all other rights, but shall have no other duties or responsibilities hereunderprivileges, protections, immunities, and indemnities granted each Agent hereunder and the other Credit Documents shall be entitled to the payment by the Issuer of its remuneration continue in effect for the services previously rendered benefit of such retiring or removed Agent, its co-agents, sub-agents and attorneys-in-fact and their respective Related Parties in respect of any actions taken or omitted to be taken by any of them (i) while the retiring or removed Agent was acting as an Agent and (ii) after such resignation or removal for as long as any of them continues to act in any capacity hereunder or under the other Credit Documents, including, without limitation, (A) acting as collateral agent or otherwise holding any Collateral on behalf of any of the Secured Parties and to the reimbursement (B) in respect of all reasonable expenses (including legal fees) incurred any actions taken in connection therewithwith transferring the agency to any successor Agent.

Resignation of Agents. (a) Any The Administrative Agent and the Collateral Agent may resign its appointment hereunder at any time without the need to give any reason and without being responsible for any costs associated therewith by giving notice of its resignation to the Issuer Lender Parties and the Trustee (and Borrower. Upon receipt of any such notice of resignation, the Required Lenders shall have the right, in consultation with the case Borrower, to appoint a successor, which shall be a bank with an office in New York City, or an Affiliate of resignation of the Paying Agent the Paying Agent giving 30 days’ written notice) (waivable by the Issuer and the Trustee), provided that any such financial institution with an office in the case of resignation of the Paying Agent New York City. If no such resignation shall take effect until a new Paying Agent successor shall have been so appointed by the Issuer to exercise the powers Required Lenders and undertake the duties hereby conferred and imposed upon the Paying Agent. Following receipt of a notice of resignation from any Agent, the Issuer shall promptly give notice thereof to the Holders in accordance with Section 12.01 Such notice shall expire at least have accepted such appointment within 30 days before or after any due date for payment in respect of the Notes. (b) If any retiring Agent gives notice of its resignation in accordance with this Section 7.12 (such 30-day period, the “Lender Party Appointment Period”), then the retiring Agent may on behalf of the Lender Parties, appoint a successor Agent meeting the qualifications set forth above. In addition and without any obligation on the part of the retiring Agent to appoint, on behalf of the Lender Parties, a replacement successor Agent, the retiring Agent is required may at any time upon or after the end of the Lender Party Appointment Period notify the Borrower and by the tenth day before Lender Parties that no qualifying Person has accepted appointment as successor Agent and the expiration effective date of such retiring Agent’s resignation. Upon the resignation effective date established in such notice such replacement and regardless of whether a successor Agent has not been duly appointed, such Agent may itself appoint as its replacement any reputable appointed and experienced financial institution or may petition a court of competent jurisdiction, with costs and expenses properly incurred by the Agent in relation to such petition to be paid by the Issuer. Immediately following accepted such appointment, the Issuer retiring Agent’s resignation shall give notice nonetheless become effective and (i) the retiring Agent shall be discharged from its duties and obligations as Agent hereunder and under the other Loan Documents and (ii) all payments, communications and determinations provided to be made by, to or through such Agent shall instead be made by or to each Lender Party directly, until such time as the Required Lenders appoint a successor Agent as provided for above in this paragraph and all Collateral held by the Collateral Agent shall be surrendered to a Lender Party selected by the Required Lenders. 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 as Agent of the retiring (or retired) Agent, and the retiring Agent shall be discharged from all of its duties and obligations as Agent hereunder or under the other Loan Documents (if not already discharged therefrom as provided above in this 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 Agent’s resignation hereunder and under the other Loan Documents, the provisions of this Article X shall continue in effect for the benefit of such appointment retiring Agent, its sub-agents and their respective Related Persons in respect of any actions taken or omitted to be taken by any of them while the Trustee, the remaining Agents and the Holders whereupon the Issuer, the Trustee, the remaining Agents and the replacement retiring Agent shall acquire and become subject to the same rights and obligations between themselves was acting as if they had entered into an agreement in the form mutatis mutandis of this IndentureAgent. (cb) Upon Any resignation pursuant to this Section by a Person acting as Administrative Agent shall, unless such Person shall notify the Borrower and the Lender Parties otherwise, also act to relieve such Person and its resignation becoming Affiliates of any obligation to advance or issue new, or extend existing, Letters of Credit where such advance, issuance or extension is to occur on or after the effective the Paying Agent shall forthwith transfer all moneys held by it hereunder, if any, to the successor Paying Agent or, if none, the Trustee or to the Trustee’s order, but shall have no other duties or responsibilities hereunder, and shall be entitled to the payment by the Issuer date of its remuneration for the services previously rendered hereunder and to the reimbursement of all reasonable expenses (including legal fees) incurred in connection therewithsuch resignation.

Resignation of Agents. (a) Any Each Agent may resign its appointment hereunder at any time without the need to give any reason and without being responsible for any costs associated therewith by giving notice of its resignation to the Issuer Borrowers and the Trustee (and Secured Parties. Upon receipt of any such notice of resignation, the Majority Lenders shall have the right, in consultation with the case Borrowers, to appoint another Person or an Affiliate of resignation of the Paying Agent the Paying Agent giving 30 days’ written notice) (waivable by the Issuer and the Trustee), provided that in the case of resignation of the Paying Agent a Lender to succeed such Agent. If no such resignation shall take effect until a new Paying Agent successor shall have been so appointed by the Issuer to exercise Majority Lenders and shall have accepted such appointment within thirty (30) days after the powers and undertake the duties hereby conferred and imposed upon the Paying Agent. Following receipt of a notice of resignation from any Agent, the Issuer shall promptly give notice thereof to the Holders in accordance with Section 12.01 Such notice shall expire at least 30 days before or after any due date for payment in respect of the Notes. (b) If any retiring Agent gives notice of its resignation, then the retiring Agent may on behalf of the Secured Parties, appoint a successor Agent meeting the qualifications set forth above; provided that if the retiring Agent shall notify the Borrowers and the Secured Parties that no qualifying Person has accepted such appointment, then such resignation shall nonetheless become effective in accordance with this Section 7.12 such notice and a replacement (a) the retiring Agent shall be discharged from its duties and obligations hereunder and under the other Loan Documents (except that if the retiring Agent is required and by the tenth day before the expiration of such notice such replacement has not been duly appointed, such Agent may itself appoint as its replacement any reputable and experienced financial institution or may petition a court of competent jurisdiction, with costs and expenses properly incurred by the Agent in relation to such petition to be paid by the Issuer. Immediately following such appointmentCollateral Agent, the Issuer shall give notice of such appointment to the Trustee, the remaining Agents and the Holders whereupon the Issuer, the Trustee, the remaining Agents and the replacement Collateral Agent shall acquire and become subject continue to the same rights and obligations between themselves as if they had entered into an agreement in the form mutatis mutandis of this Indenture. (c) Upon its resignation becoming effective the Paying Agent shall forthwith transfer all moneys hold any Collateral held by it on behalf of the Secured Parties under any of the Loan Documents until such time as a successor Collateral Agent is appointed) and (b) all payments, communications and determinations to be made by, to or through such Agent shall instead be made by or to the relevant Obligor or Secured Party directly, until such time as a successor Agent is appointed as provided for above in this Section 11.6. Upon the acceptance of a successor’s appointment as an 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 and under any other Loan Document (if anynot already discharged therefrom as provided above), and the retiring Agent shall cooperate in good faith to effectuate the transfer of its role to the successor Paying Agent, including the execution and delivery of such assignments, modifications, documents, certificates and further assurances as such successor Agent ormay reasonably request. The fees payable by the Borrowers to a successor Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Borrowers and such successor. After the retiring Agent’s resignation hereunder and under the other Loan Documents, the provisions of this ARTICLE 12, ARTICLE 5 and Section 11.4 shall continue in effect for the benefit of such retiring Agent, its sub-agents and their respective Affiliates in respect of any actions taken or omitted to be taken by any of them while the retiring Agent was acting as an Agent. In addition, if noneany Lender serving as an Agent is or becomes a Delinquent Lender, the Trustee Majority Lenders or to (so long as no Default or Event of Default has then occurred and is continuing) the Trustee’s orderBorrowers, may, but shall have no other duties not be obligated to, require the resignation of such Agent in accordance with the terms of this Section 11.6; provided that such Agent shall not be required to resign if, as a result of the expiry of the Delinquent Period prior thereto, the circumstances entitling the Majority Lenders or responsibilities hereunder, and shall be entitled the Borrowers to the payment by the Issuer of its remuneration for the services previously rendered hereunder and require such resignation cease to the reimbursement of all reasonable expenses (including legal fees) incurred in connection therewithapply.

Resignation of Agents. The Agents may at any time give notice of its resignation to the Lenders and the Borrower, including the effective date of such resignation which may be not less than 30 days from the date of such notice. Upon receipt of any such notice of resignation, the Required Lenders shall have the right, with the consent of the Borrower at all times other than during the existence of an Event of Default (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, or an Affiliate of any such bank with an office in the United States. If no such successor shall have been so appointed by the Required Lenders and shall have accepted such appointment within 30 days after the retiring Agents give notice of their resignation, then the retiring Agents may on behalf of the Lenders, appoint a successor Administrative Agent and Collateral Agent meeting the qualifications set forth above; provided that if the Agents shall notify the Borrower and the Lenders that no qualifying Person has accepted such appointment, then such resignation shall nonetheless become effective in accordance with such notice and (a) Any Agent may resign its appointment the retiring Agents shall be discharged from their duties and obligations hereunder at any time without and under the need to give any reason and without being responsible for any costs associated therewith by giving notice to the Issuer and the Trustee other Loan Documents (and in the case of resignation of the Paying Agent the Paying Agent giving 30 days’ written notice) (waivable by the Issuer and the Trustee), provided except that in the case of resignation any collateral security held by the Collateral Agent on behalf of the Paying Agent no such resignation shall take effect until a new Paying Lenders under any of the Loan Documents, the retiring Collateral Agent shall have been appointed continue to hold such collateral security until such time as a successor Collateral Agent is appointed) and (b) all payments, communications and determinations provided to be made by, to or through the Administrative Agent shall instead be made by or to each Lender directly, until such time as the Required Lenders appoint a successor Administrative Agent as provided for above in this Section 9.06. Upon the acceptance of a successor’s appointment as Administrative Agent and Collateral 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 Collateral Agent, and the retiring Administrative Agent and Collateral Agent shall be discharged from all of their respective duties and obligations hereunder or under the other Loan Documents (if not already discharged therefrom as provided above in this Section 9.06). The fees payable by the Issuer Borrower to exercise a successor Administrative Agent shall be the powers same as those payable to its predecessor unless otherwise agreed between the Borrower and undertake such successor. After the duties hereby conferred retiring Administrative Agent’s or Collateral Agent’s resignation hereunder and imposed upon under the Paying Agent. Following receipt other Loan Documents, the provisions of a notice this Article IX and Section 11.04 shall continue in effect for the benefit of resignation from any such retiring Administrative Agent and Collateral Agent, the Issuer shall promptly give notice thereof to the Holders in accordance with Section 12.01 Such notice shall expire at least 30 days before or after any due date for payment their respective sub-agents and their respective Related Parties in respect of the Notes. (b) If any Agent gives notice of its resignation in accordance with this Section 7.12 and a replacement Agent is required and by the tenth day before the expiration of such notice such replacement has not been duly appointed, such Agent may itself appoint as its replacement any reputable and experienced financial institution actions taken or may petition a court of competent jurisdiction, with costs and expenses properly incurred by the Agent in relation to such petition omitted to be paid taken by any of them while the Issuer. Immediately following such appointment, the Issuer shall give notice of such appointment to the Trustee, the remaining Agents retiring Administrative Agent and the Holders whereupon the Issuer, the Trustee, the remaining Agents Collateral Agent was acting as Administrative Agent and the replacement Agent shall acquire and become subject to the same rights and obligations between themselves as if they had entered into an agreement in the form mutatis mutandis of this IndentureCollateral Agent. (c) Upon its resignation becoming effective the Paying Agent shall forthwith transfer all moneys held by it hereunder, if any, to the successor Paying Agent or, if none, the Trustee or to the Trustee’s order, but shall have no other duties or responsibilities hereunder, and shall be entitled to the payment by the Issuer of its remuneration for the services previously rendered hereunder and to the reimbursement of all reasonable expenses (including legal fees) incurred in connection therewith.

Resignation of Agents. (a) Any The Administrative Agent and the Other Agents may resign its appointment hereunder at any time without and shall resign upon any removal thereof as a Lender pursuant to the need to give any reason and without being responsible for any costs associated therewith by giving terms of this Agreement upon at least thirty (30) days’ prior written notice to the Issuer Lenders and the Trustee (and in the case of Company. Any resignation of the Paying Administrative Agent shall not be effective until a replacement therefor is appointed pursuant to the Paying Agent giving 30 days’ written notice) (waivable by the Issuer and the Trustee), provided that in the case of terms hereof. Upon any such resignation of the Paying Administrative Agent or any Other Agent, the Required Lenders and, so long as no such resignation Event of Default shall take effect until then exist, with the consent of the Company (which consent shall not be unreasonably withheld or delayed) shall have the right to appoint a new Paying successor Administrative Agent or Other Agent, as the case may be. If no successor Administrative Agent or Other Agent, as the case may be, shall have been so appointed by the Issuer to exercise Required Lenders and shall have accepted such appointment within thirty (30) days after the powers and undertake the duties hereby conferred and imposed upon the Paying retiring Administrative Agent. Following receipt ’s or Other Agent’s giving of a notice of resignation from any resignation, then the retiring Administrative Agent or Other Agent, as the Issuer case may be, may, on behalf of the Lenders and, so long as no Event of Default shall promptly give notice then exist, with the consent of the Company (which consent shall not be unreasonably withheld or delayed) appoint a successor Administrative Agent or Other Agent, as the case may be, which shall be any Lender hereunder or any commercial bank organized under the laws of the United States of America or of any State thereof to the Holders in accordance with Section 12.01 Such notice shall expire and having a combined capital and surplus of at least 30 days before $1,000,000,000. Upon the acceptance of its appointment as the Administrative Agent or after any due date for payment in respect the Other Agent hereunder, such successor Administrative Agent or Other Agent, as the case may be, shall thereupon succeed to and become vested with all the rights and duties of the Notes. (b) If retiring Administrative Agent or Other Agent, as the case may be, under the Credit Documents, and the retiring Administrative Agent or Other Agent shall be discharged from its duties and obligations thereunder. After any retiring Administrative Agent’s or Other Agent’s resignation hereunder as Administrative Agent gives notice or Other Agent, as the case may be, the provisions of this Article 9 and all protective provisions of the other Credit Documents shall inure to its resignation in accordance with this Section 7.12 and a replacement Agent is required and by the tenth day before the expiration of such notice such replacement has not been duly appointed, such Agent may itself appoint benefit as its replacement to any reputable and experienced financial institution actions taken or may petition a court of competent jurisdiction, with costs and expenses properly incurred by the Agent in relation to such petition omitted to be paid by the Issuer. Immediately following such appointment, the Issuer shall give notice of such appointment to the Trustee, the remaining Agents and the Holders whereupon the Issuer, the Trustee, the remaining Agents and the replacement Agent shall acquire and become subject to the same rights and obligations between themselves as if they had entered into an agreement in the form mutatis mutandis of this Indenture. (c) Upon its resignation becoming effective the Paying Agent shall forthwith transfer all moneys held taken by it hereunderwhile it was Administrative Agent or Other Agent, if any, to as the successor Paying Agent or, if none, the Trustee or to the Trustee’s order, but shall have no other duties or responsibilities hereunder, and shall be entitled to the payment by the Issuer of its remuneration for the services previously rendered hereunder and to the reimbursement of all reasonable expenses (including legal fees) incurred in connection therewithcase may be.

Resignation of Agents. Each Agent may at any time give notice of its resignation to the Lenders, the L/C Issuers and the Borrower. Upon receipt of any such notice of resignation, the Required Lenders shall have the right, with, so long as no Event of Default has occurred or is continuing, the consent of the Borrower (such consent not to be unreasonably withheld or delayed), to appoint a successor, which shall be a bank with an office in the United States, or an Affiliate of any such bank with an office in the United States. If no such successor shall have been so appointed by the Required Lenders and shall have accepted such appointment within 30 days after the retiring Agent gives notice of its resignation, then the retiring Agent may on behalf of the Lenders and the L/C Issuers, with, so long as no Event of Default has occurred or is continuing, the consent of the Borrower (such consent not to be unreasonably withheld or delayed), 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 (a) Any the retiring Agent may resign shall be discharged from its appointment duties and obligations hereunder at any time without and under the need to give any reason and without being responsible for any costs associated therewith by giving notice to the Issuer and the Trustee other Loan Documents (and in the case of resignation of the Paying Agent the Paying Agent giving 30 days’ written notice) (waivable by the Issuer and the Trustee), provided except that in the case of resignation any collateral security held by the Collateral Agent on behalf of the Paying Agent no such resignation shall take effect until a new Paying Lenders or the L/C Issuers under any of the Loan Documents, the retiring Collateral Agent shall continue to hold as nominee such collateral security until such time as a successor Collateral Agent is appointed) and (b) all payments, communications and determinations provided to be made by, to or through an Agent shall instead be made by or to each Lender and L/C Issuer directly, until such time as the Required Lenders appoint a successor Agent as provided for above in this Section 9.07. 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) (and for the avoidance of doubt, any successor Collateral Agent shall be deemed to have been appointed actual knowledge of any Swap Agreements outstanding at such time), 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 9.07). The fees payable by the Issuer Borrower to exercise a successor Agent shall be the powers same as those payable to its predecessor unless otherwise agreed between the Borrower and undertake such successor. After the duties hereby conferred retiring Agent’s resignation hereunder and imposed upon under the Paying Agent. Following receipt other Loan Documents, the provisions of a notice this Article and Section 10.04 shall continue in effect for the benefit of resignation from any such retiring Agent, the Issuer shall promptly give notice thereof to the Holders in accordance with Section 12.01 Such notice shall expire at least 30 days before or after any due date for payment 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 Notes. (b) If any retiring Agent gives notice of was acting as Agent. Any resignation by Barclays Bank PLC as Administrative Agent pursuant to this Section 9.07 shall also constitute its resignation as an L/C Issuer and Swing Line Lender. Upon the acceptance of a successor’s appointment as Administrative Agent hereunder, (i) such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of a retiring L/C Issuer and Swing Line Lender, (ii) a 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 accordance with this Section 7.12 and a replacement Agent is required and substitution for the Letters of Credit issued by the tenth day before the expiration of such notice such replacement has not been duly appointed, such Agent may itself appoint as its replacement any reputable and experienced financial institution or may petition a court of competent jurisdiction, with costs and expenses properly incurred by the Agent in relation to such petition to be paid by the retiring L/C Issuer. Immediately following such appointment, the Issuer shall give notice of such appointment to the Trustee, the remaining Agents and the Holders whereupon the Issuer, the Trustee, the remaining Agents and the replacement Agent shall acquire and become subject to the same rights and obligations between themselves as if they had entered into an agreement in the form mutatis mutandis of this Indenture. (c) Upon its resignation becoming effective the Paying Agent shall forthwith transfer all moneys held by it hereunder, if any, outstanding at the time of such succession or make other arrangements satisfactory to the successor Paying Agent or, if none, retiring L/C Issuer to effectively assume the Trustee or obligations of the retiring L/C Issuer with respect to the Trustee’s order, but shall have no other duties or responsibilities hereunder, and shall be entitled to the payment by the Issuer such Letters of its remuneration for the services previously rendered hereunder and to the reimbursement of all reasonable expenses (including legal fees) incurred in connection therewithCredit.

Resignation of Agents. (a) Any Either Agent may resign its appointment hereunder at any time without the need to give any reason and without being responsible for any costs associated therewith by giving written notice of its resignation to the Lenders, the LC Issuer and the Trustee (and Lead Borrower. Upon receipt of any such notice of resignation, the Required Lenders shall have the right to appoint a successor, which shall be a bank with an office in the case United States, or an Affiliate of resignation of the Paying Agent the Paying Agent giving 30 days’ written notice) (waivable by the Issuer and the Trustee), provided that any such bank with an office in the case United States, and, so long as no Event of resignation of Default has occurred and is continuing, shall be reasonably acceptable to the Paying Agent Lead Borrower. If no such resignation shall take effect until a new Paying Agent successor shall have been so appointed by the Issuer to exercise the powers Required Lenders and undertake the duties hereby conferred and imposed upon the Paying Agent. Following receipt of a notice of resignation from any Agent, the Issuer shall promptly give notice thereof to the Holders in accordance with Section 12.01 Such notice shall expire at least have accepted such appointment within 30 days before or after any due date for payment in respect of the Notes. (b) If any retiring Agent gives notice of its resignation (or such earlier day as shall be agreed to by the Required Lenders) (the “Resignation Effective Date”), then the retiring Agent may (but shall not be obligated to) on behalf of the Lenders and the LC Issuer (and so long as no Event of Default has occurred and is continuing, with the written consent of the Lead Borrower, not to be unreasonably withheld or delayed) appoint a successor Administrative Agent or Collateral Agent, as applicable, meeting the qualifications set forth above (provided, that in no event shall any such successor Agent be a Defaulting Lender); provided, that whether or not a successor has been appointed, such resignation shall become effective in accordance with such notice on the Resignation Effective Date. If the Person serving as Administrative Agent is a Defaulting Lender pursuant to clause (d) of the definition thereof, the Required Lenders may, to the extent permitted by applicable law, by notice in writing to the Lead Borrower and such Person remove such Person as Administrative Agent (and so long as no Event of Default has occurred and is continuing, with the written consent of the Lead Borrower, not to be unreasonably withheld or delayed), appoint a successor. If no such successor shall have been so appointed by the Required Lenders and shall have accepted such appointment within 30 days (or such earlier day as shall be agreed by the Required Lenders) (the “Removal Effective Date”), then such removal shall nonetheless become effective in accordance with such notice on the Removal Effective Date. With effect from the Resignation Effective Date or the Removal Effective Date (as applicable) (1) the retiring Agent shall be discharged from its duties and obligations hereunder and under the other Loan Documents (except that in the case of any Collateral held by the Collateral Agent on behalf of the Lenders or the LC Issuer under any of the Loan Documents, the retiring Collateral Agent shall continue to hold such collateral security until such time as a successor Collateral Agent is appointed) and (2) except for any indemnity payments or other amounts then owed to the retiring or removed Agent, all payments, communications and determinations provided to be made by, to or through the Administrative Agent shall instead be made by or to each Lender and the LC Issuer directly, until such time as the Required Lenders appoint a successor Administrative Agent as provided for above in this Section 7.12 9.06. Upon the acceptance of a successor’s appointment as Administrative Agent or Collateral Agent, as applicable, hereunder, such successor shall succeed to and a replacement become vested with all of the rights, powers, privileges and duties of the retiring (or removed) Agent is required (other than as provided in Section 3.01(h) and other than any rights to indemnity payments or other amounts owed to the retiring or removed Agent as of the Resignation Effective Date or the Removal Effective Date, as applicable), and the retiring (or removed) Agent shall be discharged from all of its duties and obligations hereunder or under the other Loan Documents (if not already discharged therefrom as provided above in this Section 9.06). The fees payable by the tenth day before Borrowers to a successor Administrative Agent shall be the expiration same as those payable to its predecessor unless otherwise agreed between the Lead Borrower and such successor. After the retiring (or removed) Agent’s resignation hereunder and under the other Loan Documents, the provisions of this Article IX and Section 10.04 shall continue in effect for the benefit of such notice retiring (or removed) 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 or Collateral Agent hereunder. Any resignation by Bank of America as Administrative Agent pursuant to this Section shall also constitute its resignation as LC Issuer and Swing Line Lender. If Bank of America resigns as an LC Issuer, it shall retain all the rights, powers, privileges and duties of the LC Issuer hereunder with respect to all Letters of Credit outstanding as of the effective date of its resignation as LC Issuer and all LC 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 2.03(c). If Bank of America resigns as Swing Line Lender, it shall retain all the rights of the Swing Line Lender provided for hereunder with respect to Swing Line Loans made by it and outstanding as of the effective date of such replacement has not been duly appointedresignation, such Agent may itself appoint as its replacement any reputable and experienced financial institution including the right to require the Lenders to make Base Rate Loans or may petition a court of competent jurisdiction, with costs and expenses properly incurred fund risk participations in outstanding Swing Line Loans pursuant to Section 2.04(c). Upon the appointment by the Agent Borrower of a successor LC Issuer or Swing Line Lender hereunder (which successor shall in relation all cases be a Lender other than a Defaulting Lender), (a) such successor shall succeed to such petition to be paid by the Issuer. Immediately following such appointment, the Issuer shall give notice of such appointment to the Trustee, the remaining Agents and the Holders whereupon the Issuer, the Trustee, the remaining Agents and the replacement Agent shall acquire and become subject to vested with all of the same rights rights, powers, privileges and duties of the retiring LC Issuer or Swing Line Lender, as applicable, (b) the retiring LC Issuer and Swing Line Lender shall be discharged from all of their respective duties and obligations between themselves as if they had entered into an agreement in hereunder or under the form mutatis mutandis of this Indenture. other Loan Documents, and (c) Upon its resignation becoming effective the Paying Agent successor LC Issuer shall forthwith transfer all moneys held by it hereunderissue 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 Bank of America to effectively assume the successor Paying Agent or, if none, the Trustee or obligations of Bank of America with respect to the Trustee’s order, but shall have no other duties or responsibilities hereunder, and shall be entitled to the payment by the Issuer such Letters of its remuneration for the services previously rendered hereunder and to the reimbursement of all reasonable expenses (including legal fees) incurred in connection therewithCredit.

Resignation of Agents. 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, with, so long as no Event of Default has occurred or is continuing, the consent of the Borrower (such consent not to be unreasonably withheld or delayed), to appoint a successor, which shall be a bank with an office in the United States, or an Affiliate of any such bank with an office in the United States. If no such successor shall have been so appointed by the Required Lenders and shall have accepted such appointment within thirty (30) days after the retiring Agent gives notice of its resignation, then the retiring Agent may on behalf of the Lenders, with, so long as no Event of Default has occurred or is continuing, the consent of the Borrower (such consent not to be unreasonably withheld or delayed), 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 (a) Any the retiring Agent may resign shall be discharged from its appointment duties and obligations hereunder at any time without and under the need to give any reason and without being responsible for any costs associated therewith by giving notice to the Issuer and the Trustee other Loan Documents (and in the case of resignation of the Paying Agent the Paying Agent giving 30 days’ written notice) (waivable by the Issuer and the Trustee), provided except that in the case of resignation any collateral security held by the Collateral Agent on behalf of the Paying Agent no such resignation shall take effect until a new Paying Lenders under any of the Loan Documents, the retiring Collateral Agent shall continue to hold as nominee such collateral security until such time as a successor Collateral Agent is appointed) and (b) all payments, communications and determinations provided to be made by, to or through 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 Section 9.07. 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) (and for the avoidance of doubt, any successor Collateral Agent shall be deemed to have been appointed actual knowledge of any Swap Agreements outstanding at such time), 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 9.07). The fees payable by the Issuer Borrower to exercise a successor Agent shall be the powers same as those payable to its predecessor unless otherwise agreed between the Borrower and undertake such successor. After the duties hereby conferred retiring Agent’s resignation hereunder and imposed upon under the Paying Agent. Following receipt other Loan Documents, the provisions of a notice this Article and Section 10.04 shall continue in effect for the benefit of resignation from any such retiring Agent, the Issuer shall promptly give notice thereof to the Holders in accordance with Section 12.01 Such notice shall expire at least 30 days before or after any due date for payment its sub-agents and their respective Related Parties in respect of the Notes. (b) If any Agent gives notice of its resignation in accordance with this Section 7.12 and a replacement Agent is required and by the tenth day before the expiration of such notice such replacement has not been duly appointed, such Agent may itself appoint as its replacement any reputable and experienced financial institution actions taken or may petition a court of competent jurisdiction, with costs and expenses properly incurred by the Agent in relation to such petition omitted to be paid taken by any of them while the Issuer. Immediately following such appointment, the Issuer shall give notice of such appointment to the Trustee, the remaining Agents and the Holders whereupon the Issuer, the Trustee, the remaining Agents and the replacement retiring Agent shall acquire and become subject to the same rights and obligations between themselves was acting as if they had entered into an agreement in the form mutatis mutandis of this IndentureAgent. (c) Upon its resignation becoming effective the Paying Agent shall forthwith transfer all moneys held by it hereunder, if any, to the successor Paying Agent or, if none, the Trustee or to the Trustee’s order, but shall have no other duties or responsibilities hereunder, and shall be entitled to the payment by the Issuer of its remuneration for the services previously rendered hereunder and to the reimbursement of all reasonable expenses (including legal fees) incurred in connection therewith.

Resignation of Agents. (a) Any The Revolving/TLA Administrative Agent may resign its appointment hereunder at any time without the need to give any reason and without being responsible for any costs associated therewith by giving notice of its resignation to the Issuer Revolving Lenders, the Term A Lenders, the Issuing Lenders, the other Agents and the Trustee Borrower. The TLB Administrative Agent may at any time give notice of its resignation to the Term B Lenders, the other Agents and the Borrower. The Collateral Agent may at any time give notice of its resignation to the Lenders, the Issuing Lenders, the other Agents and the Borrower. Upon receipt of any such notice of resignation, Required Class Lenders with respect to each Class represented by such Agent (and or in the case of a resignation of the Paying Agent the Paying Agent giving 30 days’ written notice) (waivable by the Issuer Collateral Agent, the Required Lenders) shall have the right, with approval from the Borrower (so long as no Event of Default has occurred and the Trusteeis continuing), provided that to appoint a successor, such approval not to be unreasonably withheld or delayed. If no such successor to the applicable retiring Agent shall have been so appointed by the Required Class Lenders of each applicable Class (or in the case of a resignation of the Paying Agent no such resignation shall take effect until a new Paying Agent shall have been appointed by the Issuer to exercise the powers and undertake the duties hereby conferred and imposed upon the Paying Agent. Following receipt of a notice of resignation from any Collateral Agent, the Issuer Required Lenders) and shall promptly give notice thereof to have accepted such appointment within thirty (30) days after the Holders in accordance with Section 12.01 Such notice shall expire at least 30 days before or after any due date for payment in respect of the Notes. (b) If any retiring Agent gives notice of its resignation, then such retiring Agent may on behalf of the applicable Lenders and, if the retiring Agent is the Revolving/TLA Administrative Agent, the Issuing Lender, appoint a successor Agent meeting the qualifications set forth above; provided that if such retiring 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 (i) the retiring Agent shall be discharged from its duties and obligations hereunder and under the other Loan Documents (except that, in the case of a resignation by the Collateral Agent, in the case of any collateral security held by the Collateral Agent on behalf of the Lenders or the Revolving/TLA Administrative Agent on behalf of the Issuing Lender under any of the Loan Documents, the retiring Collateral Agent shall continue to hold such collateral security until such time as a successor Collateral Agent is appointed) and (ii) all payments, communications and determinations provided to be made by, to or through such retiring Agent shall instead be made by or to each applicable Lender and, if the retiring Agent is the Revolving/TLA Administrative Agent, the Issuing Lender directly, until such time as the Required Class Lenders of each applicable Class with respect to such retiring Agent appoint a successor Agent as provided for above in this Section 7.12 10.6. Upon the acceptance of a successor’s appointment as Agent hereunder, such successor shall succeed to and a replacement become vested with all of the rights, powers, privileges and duties of the retiring (or retired) Agent, and the retiring Agent is required 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 10.6). The fees payable by the tenth day before Borrower to a successor Agent shall be the expiration same as those payable to its predecessor unless otherwise agreed between the Borrower and such successor. After the retiring Agent’s resignation hereunder and under the other Loan Documents, the provisions of this Section 10.6 and Section 11.3 [Expenses; Indemnity; Damage Waiver] shall continue in effect for the benefit of such notice 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. If PNC resigns as Revolving/TLA Administrative Agent under this Section 10.6, PNC shall also resign as Swingline Lender and as an Issuing Lender. If PNC resigns as an Issuing Lender, it shall retain all the rights, powers, privileges and duties of an Issuing Lender with respect to all Letters of Credit issued by it that remain outstanding as of the effective date of its resignation as Issuing Lender and all Letter of Credit Obligations with respect thereto, including the right to require the Lenders to make Participation Advances pursuant to Section 2.9.3 [Participations, Disbursements, Reimbursement]. If PNC resigns as Swingline Lender, the Borrower shall repay any outstanding Swing Loans on or prior to the effective date of such replacement has not been duly appointedresignation and, to the extent any Swing Loans remain outstanding as of the effective date of its resignation as Swingline Lender, PNC shall retain all the rights, powers, privileges and duties of a Swingline Lender with respect to such Swing Loans, including the right to require the Lenders to make Base Rate Loans pursuant to Section 2.10 [Borrowings to Repay Swing Loans]. Upon the appointment of a successor Revolving/TLA Administrative Agent hereunder, such successor shall (i) succeed to all of the rights, powers, privileges and duties of PNC as a retiring Swingline Lender and Issuing Lender, Revolving/TLA Administrative Agent may itself appoint as and Collateral Agent and PNC shall be discharged from all of its replacement any reputable and experienced financial institution or may petition a court of competent jurisdiction, with costs and expenses properly incurred by the Agent in relation to such petition to be paid by the Issuer. Immediately following such appointment, the Issuer shall give notice of such appointment to the Trustee, the remaining Agents and the Holders whereupon the Issuer, the Trustee, the remaining Agents and the replacement Agent shall acquire and become subject to the same rights respective duties and obligations between themselves as if they had entered into an agreement Swingline Lender and Issuing Lender, Revolving/TLA Administrative Agent and Collateral Agent under the Loan Documents and (ii) issue letters of credit in substitution for the form mutatis mutandis Letters of this Indenture. (c) Upon its resignation becoming effective the Paying Agent shall forthwith transfer all moneys held Credit issued by it hereunderPNC, if any, outstanding at the time of such succession or make other arrangements satisfactory to PNC to effectively assume the obligations of PNC with respect to such Letters of Credit. If the Person serving as Administrative Agent is a Defaulting Lender pursuant to clause (d) of the definition thereof, the Required Lenders may, to the successor Paying Agent orextent permitted by applicable law, if none, the Trustee or by notice in writing to the Trustee’s orderBorrower and such Person remove such Person as Administrative Agent and, but in consultation with the Borrower, appoint a successor. If no such successor shall have no other duties or responsibilities hereunder, been so appointed by the Required Lenders and shall have accepted such appointment within 30 days (or such earlier day as shall be entitled to the payment agreed by the Issuer of its remuneration for Required Lenders) (the services previously rendered hereunder and to “Removal Effective Date”), then such removal shall nonetheless become effective in accordance with such notice on the reimbursement of all reasonable expenses (including legal fees) incurred in connection therewithRemoval Effective Date.

Resignation of Agents. The Agents may at any time give notice of its resignation to the Lenders, the L/C Issuers and the Borrower, including the effective date of such resignation which may be not less than 30 days from the date of such notice. Upon receipt of any such notice of resignation, the Required Lenders shall have the right, with the consent of the Borrower at all times other than during the existence of an Event of Default (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, or an Affiliate of any such bank with an office in the United States. If no such successor shall have been so appointed by the Required Lenders and shall have accepted such appointment within 30 days after the retiring Agents give notice of their resignation, then the retiring Agents may on behalf of the Lenders and the L/C Issuers, appoint a successor Administrative Agent and Collateral Agent meeting the qualifications set forth above; provided that if the Agents shall notify the Borrower and the Lenders that no qualifying Person has accepted such appointment, then such resignation shall nonetheless become effective in accordance with such notice and (a) Any Agent may resign its appointment the retiring Agents shall be discharged from their duties and obligations hereunder at any time without and under the need to give any reason and without being responsible for any costs associated therewith by giving notice to the Issuer and the Trustee other Loan Documents (and in the case of resignation of the Paying Agent the Paying Agent giving 30 days’ written notice) (waivable by the Issuer and the Trustee), provided except that in the case of resignation any collateral security held by the Collateral Agent on behalf of the Paying Agent no such resignation shall take effect until a new Paying Lenders or the L/C Issuers under any of the Loan Documents, the retiring Collateral Agent shall have been appointed continue to hold such collateral security until such time as a successor Collateral Agent is appointed) and (b) all payments, communications and determinations provided to be made by, to or through the Administrative 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 Administrative Agent as provided for above in this Section 9.06. Upon the acceptance of a successor’s appointment as Administrative Agent and Collateral 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 Collateral Agent, and the retiring Administrative Agent and Collateral Agent shall be discharged from all of their respective duties and obligations hereunder or under the other Loan Documents (if not already discharged therefrom as provided above in this Section 9.06). The fees payable by the Issuer Borrower to exercise a successor Administrative Agent shall be the powers same as those payable to its predecessor unless otherwise agreed between the Borrower and undertake such successor. After the duties hereby conferred retiring Administrative Agent’s or Collateral Agent’s resignation hereunder and imposed upon under the Paying Agent. Following receipt other Loan Documents, the provisions of a notice this Article IX and Section 11.04 shall continue in effect for the benefit of resignation from any such retiring Administrative Agent and Collateral Agent, the Issuer shall promptly give notice thereof to the Holders in accordance with Section 12.01 Such notice shall expire at least 30 days before or after any due date for payment their respective sub-agents and their respective Related Parties in respect of the Notes. (b) If any Agent gives notice of its resignation in accordance with this Section 7.12 and a replacement Agent is required and by the tenth day before the expiration of such notice such replacement has not been duly appointed, such Agent may itself appoint as its replacement any reputable and experienced financial institution actions taken or may petition a court of competent jurisdiction, with costs and expenses properly incurred by the Agent in relation to such petition omitted to be paid taken by any of them while the Issuer. Immediately following such appointment, the Issuer shall give notice of such appointment to the Trustee, the remaining Agents retiring Administrative Agent and the Holders whereupon the Issuer, the Trustee, the remaining Agents Collateral Agent was acting as Administrative Agent and the replacement Agent shall acquire and become subject to the same rights and obligations between themselves as if they had entered into an agreement in the form mutatis mutandis of this IndentureCollateral Agent. (c) Upon its resignation becoming effective the Paying Agent shall forthwith transfer all moneys held by it hereunder, if any, to the successor Paying Agent or, if none, the Trustee or to the Trustee’s order, but shall have no other duties or responsibilities hereunder, and shall be entitled to the payment by the Issuer of its remuneration for the services previously rendered hereunder and to the reimbursement of all reasonable expenses (including legal fees) incurred in connection therewith.

Resignation of Agents. (a) Any Either Agent may resign its appointment hereunder at any time without the need to give any reason and without being responsible for any costs associated therewith by giving notice of its resignation to the Lenders, the L/C Issuer and the Trustee (and Borrower Representative. Upon receipt of any such notice of resignation, the Required Lenders shall have the right, in consultation with the Borrower Representative, to appoint a successor, which shall be a bank with an office in the case United States, or an Affiliate of resignation any such bank with an office in the United States. If no such successor shall have been so appointed by the Required Lenders and shall have accepted such appointment within 30 days after the retiring Agent gives notice of its resignation, then the retiring Agent may on behalf of the Paying Agent the Paying Agent giving 30 days’ written notice) (waivable by the Issuer Lenders and the Trustee)L/C Issuer, provided appoint a successor Agent meeting the qualifications set forth above; provided, that in the case of resignation of the Paying no event shall any such successor Agent no be a Defaulting Lender or a Competitor. Whether or not a successor has been appointed, such resignation shall take effect until a new Paying Agent shall have been appointed by the Issuer to exercise the powers and undertake the duties hereby conferred and imposed upon the Paying Agent. Following receipt of a notice of resignation from any Agent, the Issuer shall promptly give notice thereof to the Holders nonetheless become effective in accordance with Section 12.01 Such notice shall expire at least 30 days before or after any due date for payment in respect of the Notessuch notice. (b) If any Person serving as an Agent gives is a Defaulting Lender pursuant to clause (d) of the definition thereof, the Required Lenders may, to the extent permitted by applicable Law, by notice of its resignation in writing to the Borrower Representative and such Person remove such Person as such Agent and, in consultation with the Borrower Representative, appoint a successor. If no such successor shall have been so appointed by the Required Lenders and shall have accepted such appointment within 30 days then such removal shall nonetheless become effective in accordance with this Section 7.12 and a replacement Agent is required and by the tenth day before the expiration of such notice such replacement has not been duly appointed, such Agent may itself appoint as its replacement any reputable and experienced financial institution or may petition a court of competent jurisdiction, with costs and expenses properly incurred by the Agent in relation to such petition to be paid by the Issuer. Immediately following such appointment, the Issuer shall give notice of such appointment to the Trustee, the remaining Agents and the Holders whereupon the Issuer, the Trustee, the remaining Agents and the replacement Agent shall acquire and become subject to the same rights and obligations between themselves as if they had entered into an agreement in the form mutatis mutandis of this Indenturenotice. (c) From and after the effectiveness of such resignation or removal, (1) 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 such Agent on behalf of the Lenders or the L/C Issuer 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 such 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 an 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, and the retiring or removed 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 Borrowers to a successor Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Borrowers and such successor. After the retiring or removed Agent’s resignation hereunder and under the other Loan Documents, the provisions of this Article and Section 10.04 shall continue in effect for the benefit of such retiring or removed 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 or removed Agent was acting as such Agent. (d) Any resignation or removal by Bank of America as Agent pursuant to this Section shall also constitute its resignation becoming effective as L/C Issuer. Upon the Paying acceptance of a successor’s appointment as Agent hereunder, (a) such successor shall forthwith transfer succeed to and become vested with all moneys held by it hereunderof the rights, powers, privileges and duties of the retiring L/C Issuer, (b) the retiring L/C Issuer 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 successor Paying Agent or, if none, retiring L/C Issuer to effectively assume the Trustee or obligations of the retiring L/C Issuer with respect to the Trustee’s order, but shall have no other duties or responsibilities hereunder, and shall be entitled to the payment by the Issuer such Letters of its remuneration for the services previously rendered hereunder and to the reimbursement of all reasonable expenses (including legal fees) incurred in connection therewithCredit.

Resignation of Agents. (a) Any Either Agent may resign its appointment hereunder at any time without the need to give any reason and without being responsible for any costs associated therewith by giving notice of its resignation to the Lenders, the L/C Issuer and the Trustee (and Parent Borrower. Upon receipt of any such notice of resignation, the Required Lenders shall have the right, in consultation with the Parent Borrower, to appoint a successor, which shall be a bank with an office in the case United States, or an Affiliate of resignation any such bank with an office in the United States. If no such successor shall have been so appointed by the Required Lenders and shall have accepted such appointment within 30 days after the retiring Agent gives notice of its resignation, then the retiring Agent may on behalf of the Paying Agent the Paying Agent giving 30 days’ written notice) (waivable by the Issuer Lenders and the Trustee)L/C Issuer, appoint a successor Agent meeting the qualifications set forth above; provided that if such Agent shall notify the Parent 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 resignation any collateral security held by such Agent on behalf of the Paying Agent no such resignation shall take effect until a new Paying Lenders or the L/C Issuer under any of the Loan Documents, the retiring Agent shall have been appointed 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 such 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 an 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 Issuer Borrowers to exercise a successor Agent shall be the powers same as those payable to its predecessor unless otherwise agreed between the Borrowers and undertake such successor. After the duties hereby conferred retiring Agent’s resignation hereunder and imposed upon under the Paying Agent. Following receipt other Loan Documents, the provisions of a notice this Article and Section 10.04 shall continue in effect for the benefit of resignation from any such retiring Agent, the Issuer shall promptly give notice thereof to the Holders in accordance with Section 12.01 Such notice shall expire at least 30 days before or after any due date for payment 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 Notes. retiring Agent was acting as such Agent. Any resignation or removal by Bank of America as Agent pursuant to this Section shall also constitute its resignation as L/C Issuer and Swing Line Lender. If Bank of America resigns as an L/C Issuer, it shall retain all the rights, powers, privileges and duties of the L/C Issuer hereunder with respect to all Letters of Credit outstanding as of the effective date of its resignation as L/C Issuer and all L/C 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 2.03(c). If Bank of America resigns as Swing Line Lender, it shall retain all the rights of the Swing Line Lender provided for hereunder with respect to Swing Line Loans made by it and outstanding as of the effective date of such resignation, including the right to require the Lenders to make Base Rate Loans or fund risk participations in outstanding Swing Line Loans pursuant to Section 2.04(c). Upon the appointment by the Borrowers of a successor L/C Issuer or Swing Line Lender hereunder (which successor shall in all cases be a Lender other than a Defaulting Lender), (a) such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring L/C Issuer or Swing Line Lender, as applicable, (b) If any Agent gives notice the retiring L/C Issuer and Swing Line Lender shall be discharged from all of its resignation in accordance with this Section 7.12 and a replacement Agent is required and by the tenth day before the expiration of such notice such replacement has not been duly appointed, such Agent may itself appoint as its replacement any reputable and experienced financial institution or may petition a court of competent jurisdiction, with costs and expenses properly incurred by the Agent in relation to such petition to be paid by the Issuer. Immediately following such appointment, the Issuer shall give notice of such appointment to the Trustee, the remaining Agents and the Holders whereupon the Issuer, the Trustee, the remaining Agents and the replacement Agent shall acquire and become subject to the same rights their respective duties and obligations between themselves as if they had entered into an agreement in hereunder or under the form mutatis mutandis of this Indenture. other Loan Documents, and (c) Upon its resignation becoming effective the Paying Agent successor L/C Issuer shall forthwith transfer all moneys held by it hereunderissue 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 Bank of America to effectively assume the successor Paying Agent or, if none, the Trustee or obligations of Bank of America with respect to the Trustee’s order, but shall have no other duties or responsibilities hereunder, and shall be entitled to the payment by the Issuer such Letters of its remuneration for the services previously rendered hereunder and to the reimbursement of all reasonable expenses (including legal fees) incurred in connection therewithCredit.

Resignation of Agents. (a) Any Either Agent may resign its appointment hereunder at any time without the need to give any reason and without being responsible for any costs associated therewith by giving written notice of its resignation to the Lenders, the L/C Issuer and the Trustee (and Lead Borrower. Upon receipt of any such notice of resignation, the Required Lenders shall have the right, in consultation with the Lead Borrower, to appoint a successor, which shall be a bank with an office in the case United States, or an Affiliate of resignation any such bank with an office in the United States. If no such successor shall have been so appointed by the Required Lenders and shall have accepted such appointment within 30 days after the retiring Agent gives notice of its resignation, then the retiring Agent may on behalf of the Paying Agent the Paying Agent giving 30 days’ written notice) (waivable by the Issuer Lenders and the Trustee)L/C Issuer, appoint a successor Administrative Agent or Collateral Agent, as applicable, meeting the qualifications set forth above; provided that, if the Administrative Agent or the Collateral 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 resignation any Collateral held by the Collateral Agent on behalf of the Paying Agent no such resignation shall take effect until a new Paying Lenders or the L/C Issuer under any of the Loan Documents, the retiring Collateral Agent shall have been appointed continue to hold such collateral security 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 Administrative 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 Administrative Agent as provided for above in this Section 9.06. Upon the acceptance of a successor’s appointment as Administrative Agent or Collateral Agent, as applicable, 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 9.06). The fees payable by the Issuer Borrowers to exercise a successor Administrative Agent shall be the powers same as those payable to its predecessor unless otherwise agreed between the Lead Borrower and undertake such successor. After the duties hereby conferred retiring Agent’s resignation hereunder and imposed upon under the Paying Agent. Following receipt other Loan Documents, the provisions of a notice this Article IX and Section 10.04 shall continue in effect for the benefit of resignation from any such retiring Agent, the Issuer shall promptly give notice thereof to the Holders in accordance with Section 12.01 Such notice shall expire at least 30 days before or after any due date for payment 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 Notes. retiring Agent was acting as Administrative Agent or Collateral Agent hereunder. Any resignation by Bank of America as Administrative Agent pursuant to this Section 9.06 shall also constitute its resignation as L/C Issuer and Swing Line Lender. Upon the acceptance of a successor’s appointment as Administrative Agent hereunder, (a) such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring L/C Issuer and Swing Line Lender, (b) If any Agent gives notice the retiring L/C Issuer and Swing Line Lender shall be discharged from all of its resignation in accordance with this Section 7.12 and a replacement Agent is required and by the tenth day before the expiration of such notice such replacement has not been duly appointed, such Agent may itself appoint as its replacement any reputable and experienced financial institution or may petition a court of competent jurisdiction, with costs and expenses properly incurred by the Agent in relation to such petition to be paid by the Issuer. Immediately following such appointment, the Issuer shall give notice of such appointment to the Trustee, the remaining Agents and the Holders whereupon the Issuer, the Trustee, the remaining Agents and the replacement Agent shall acquire and become subject to the same rights their respective duties and obligations between themselves as if they had entered into an agreement in hereunder or under the form mutatis mutandis of this Indenture. other Loan Documents, and (c) Upon its resignation becoming effective the Paying Agent successor L/C Issuer shall forthwith transfer all moneys held by it hereunderissue 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 successor Paying Agent or, if none, retiring L/C Issuer to effectively assume the Trustee or obligations of the retiring L/C Issuer with respect to the Trustee’s order, but shall have no other duties or responsibilities hereunder, and shall be entitled to the payment by the Issuer such Letters of its remuneration for the services previously rendered hereunder and to the reimbursement of all reasonable expenses (including legal fees) incurred in connection therewithCredit.

Resignation of Agents. (a) Any Agent may resign its appointment hereunder at any time without the need to give any reason and without being responsible for any costs associated therewith by giving notice to the Issuer and the Trustee (and in the case of resignation of the Paying Agent Agent, the Paying Agent giving 30 days’ written notice) (waivable by the Issuer and the Trustee), ; provided that in the case of resignation of the Paying Agent no such resignation shall take effect until a new Paying Agent shall have been appointed by the Issuer to exercise the powers and undertake the duties hereby conferred and imposed upon the Paying Agent; provided, further, that the Trustee may resign as Paying Agent or Registrar only if the Trustee also resigns as Trustee in accordance with Section 7.07. Following receipt of a notice of resignation from any Agent, the Issuer shall promptly give notice thereof to the Holders in accordance with Section 12.01 Such notice shall expire at least 30 days before or after any due date for payment in respect of the Notes12.02. (b) If any Agent gives notice of its resignation in accordance with this Section 7.12 7.10 and a replacement Agent is required and by the tenth day before the expiration of such notice such replacement has not been duly appointed, such Agent may itself appoint as its replacement any reputable and experienced financial institution or may petition a court of competent jurisdiction, with reasonable costs and expenses properly incurred by the Agent in relation to such petition to be paid by the Issuer. Immediately following such appointment, the Issuer shall give notice of such appointment to the Trustee, the remaining Agents and the Holders whereupon the Issuer, the Trustee, the remaining Agents and the replacement Agent shall acquire and become subject to the same rights and obligations between themselves as if they had entered into an agreement in the form mutatis mutandis of this Indenture. (c) . Upon its resignation becoming effective the Paying Agent shall forthwith transfer all moneys held by it hereunder, if any, to the successor Paying Agent or, if none, the Trustee or to the Trustee’s order, but shall have no other duties or responsibilities hereunder, and shall be entitled to the payment by the Issuer of its remuneration for the services previously rendered hereunder and to the reimbursement of all reasonable expenses (including legal fees) incurred in connection therewith.

Resignation of Agents. (a) Any The Administrative Agent and the Other Agents may resign its appointment hereunder at any time without and shall resign upon any removal thereof as a Lender pursuant to the need to give any reason and without being responsible for any costs associated therewith by giving terms of this Agreement upon at least thirty (30) days’ prior written notice to the Issuer Lenders and the Trustee (and in the case of Borrower. Any resignation of the Paying Administrative Agent shall not be effective until a replacement therefor is appointed pursuant to the Paying Agent giving 30 days’ written notice) (waivable by the Issuer and the Trustee), provided that in the case of terms hereof. Upon any such resignation of the Paying Agent Administrative Agent, the Required Lenders and, so long as no such resignation Event of Default shall take effect until then exist, with the consent of the Borrower (which consent shall not be unreasonably withheld or delayed) shall have the right to appoint a new Paying successor Administrative Agent. If no successor Administrative Agent shall have been so appointed by the Issuer to exercise Required Lenders and shall have accepted such appointment within thirty (30) days after the powers and undertake the duties hereby conferred and imposed upon the Paying retiring Administrative Agent. Following receipt ’s giving of a notice of resignation, then the retiring Administrative Agent may, on behalf of the Lenders and, so long as no Event of Default shall then exist, with the consent of the Borrower (which consent shall not be unreasonably withheld or delayed) appoint a successor Administrative Agent which shall be any Lender hereunder or any commercial bank organized under the 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 thereupon succeed to and become vested with all the rights and duties of the retiring Administrative Agent under the Credit Documents; and the retiring Administrative Agent shall be discharged from its duties and obligations thereunder. After any retiring Administrative Agent’s or Other Agent’s resignation from any hereunder as Administrative Agent or Other Agent, as the Issuer shall promptly give notice thereof to case may be, the Holders in accordance with Section 12.01 Such notice shall expire at least 30 days before or after any due date for payment in respect provisions of this Article X and all protective provisions of the Notes. (b) If other Credit Documents shall inure to its benefit as to any Agent gives notice of its resignation in accordance with this Section 7.12 and a replacement Agent is required and by the tenth day before the expiration of such notice such replacement has not been duly appointed, such Agent may itself appoint as its replacement any reputable and experienced financial institution actions taken or may petition a court of competent jurisdiction, with costs and expenses properly incurred by the Agent in relation to such petition omitted to be paid by the Issuer. Immediately following such appointment, the Issuer shall give notice of such appointment to the Trustee, the remaining Agents and the Holders whereupon the Issuer, the Trustee, the remaining Agents and the replacement Agent shall acquire and become subject to the same rights and obligations between themselves as if they had entered into an agreement in the form mutatis mutandis of this Indenture. (c) Upon its resignation becoming effective the Paying Agent shall forthwith transfer all moneys held taken by it hereunderwhile it was Administrative Agent or Other Agent, if any, to as the successor Paying Agent or, if none, the Trustee or to the Trustee’s order, but shall have no other duties or responsibilities hereunder, and shall be entitled to the payment by the Issuer of its remuneration for the services previously rendered hereunder and to the reimbursement of all reasonable expenses (including legal fees) incurred in connection therewithcase may be.

Resignation of Agents. (a) Any Notwithstanding its irrevocable appointment (but subject to paragraphs (f) and (g) below), each Agent may resign its appointment hereunder at any time without the need to give any reason and without being responsible for any costs associated therewith by giving notice to the Issuer Lenders and UPC Distribution, in which case the Trustee relevant Agent may, following consultation with and with the consent of UPC Distribution (not to be unreasonably withheld or delayed) forthwith appoint one of its Affiliates as successor Agent or, failing that, the Majority Lenders may with the consent of UPC Distribution (not to be unreasonably withheld or delayed) appoint a reputable and in the case of experienced bank as successor Agent. The resignation of the Paying Security Agent the Paying Agent giving 30 days’ written noticeis subject to compliance with clause 9.1 (Retirement of Security Agent) (waivable by the Issuer and the Trustee), provided that in the case of resignation of the Paying Agent no such resignation shall take effect until a new Paying Agent shall have been appointed by the Issuer to exercise the powers and undertake the duties hereby conferred and imposed upon the Paying Agent. Following receipt of a notice of resignation from any Agent, the Issuer shall promptly give notice thereof to the Holders in accordance with Section 12.01 Such notice shall expire at least 30 days before or after any due date for payment in respect of the NotesSecurity Deed. (b) If any the appointment of a successor Agent gives is to be made by the Majority Lenders but they have not, within 30 days after notice of its resignation in accordance with this Section 7.12 and resignation, appointed a replacement successor Agent is required and by which accepts the tenth day before the expiration of such notice such replacement has not been duly appointed, such Agent may itself appoint as its replacement any reputable and experienced financial institution or may petition a court of competent jurisdiction, with costs and expenses properly incurred by the Agent in relation to such petition to be paid by the Issuer. Immediately following such appointment, the Issuer shall give notice retiring Agent may, following consultation with and with the consent of such appointment UPC Distribution (not to the Trusteebe unreasonably withheld or delayed), the remaining Agents and the Holders whereupon the Issuer, the Trustee, the remaining Agents and the replacement Agent shall acquire and become subject to the same rights and obligations between themselves as if they had entered into an agreement in the form mutatis mutandis of this Indentureappoint a successor Agent. (c) The resignation of the retiring Agent and the appointment of any successor Agent will both become effective only upon the successor Agent notifying all the Parties that it accepts the appointment. On giving the notification and receiving such approval, the successor Agent will succeed to the position of the retiring Facility Agent and the term Facility Agent or Security Agent (as the case may be) will mean the successor Facility Agent or Security Agent, respectively. (d) The retiring Agent shall, at its own cost, make available to the successor Agent such documents and records and provide such assistance as the successor Agent may reasonably request for the purposes of performing its functions as the Agent under this Agreement. (e) Upon its resignation becoming effective effective, this Clause 19 shall continue to benefit the Paying retiring Agent shall forthwith transfer all moneys held in respect of any action taken or not taken by it hereunderunder or in connection with the Finance Documents while it was the relevant Agent and, if anysubject to paragraph (d) above, to the successor Paying Agent or, if none, the Trustee or to the Trustee’s order, but it shall have no other duties or responsibilities hereunderfurther obligation under any Finance Document. (f) The Majority Lenders may by notice to an Agent require it to resign in accordance with paragraph (a) above. In this event, and the relevant Agent shall resign in accordance with paragraph (a) above but it shall not be entitled to the payment by the Issuer appoint one of its remuneration Affiliates as successor Agent. (g) UPC Distribution may, if it is unsatisfied (acting reasonably) with the performance by an Agent of its role as Agent, following a period of consultation with the relevant Agent of not less than 14 days, by notice to that Agent require it to resign in accordance with paragraph (a) above. Such notice must specify the reasons for which UPC Distribution is seeking the services previously rendered hereunder and Agent’s resignation, which must be based on reasonable grounds. In this event, the relevant Agent shall resign in accordance with paragraph (a) above but it shall not be entitled to the reimbursement appoint one of all reasonable expenses (including legal fees) incurred in connection therewithits Affiliates as successor Agent.

Resignation of Agents. (a) Any Agent may resign its appointment hereunder at any time without the need to give any reason and without being responsible for any costs associated therewith by giving notice of its resignation to the Issuer Lender Parties and the Trustee (and Borrower. Upon receipt of any such notice of resignation, the Required Lenders shall have the right, in consultation with the Borrower, to appoint a successor, which shall be a commercial bank with an office in the case United States or an Affiliate of resignation of the Paying Agent the Paying Agent giving 30 days’ written notice) (waivable by the Issuer and the Trustee), provided that any such commercial bank with an office in the case of resignation of the Paying Agent United States. If no such resignation shall take effect until a new Paying Agent successor shall have been so appointed by the Issuer to exercise the powers Required Lenders and undertake the duties hereby conferred and imposed upon the Paying Agent. Following receipt of a notice of resignation from any Agent, the Issuer shall promptly give notice thereof to the Holders in accordance with Section 12.01 Such notice shall expire at least have accepted such appointment within 30 days before or after any due date for payment in respect of the Notes. (b) If any retiring Agent gives notice of its resignation in accordance with this Section 7.12 (such 30-day period, the “Lender Party Appointment Period”), then the retiring Agent may on behalf of the Lender Parties, appoint a successor Agent meeting the qualifications set forth above. In addition and without any obligation on the part of the retiring Agent to appoint, on behalf of the Lender Parties, a replacement successor Agent, the retiring Agent is required may at any time upon or after the end of the Lender Party Appointment Period notify the Borrower and by the tenth day before Lender Parties that no qualifying Person has accepted appointment as successor Agent and the expiration effective date of such retiring Agent’s resignation. (b) Upon the resignation effective date established in such notice such replacement and regardless of whether a successor Agent has not been duly appointed, such Agent may itself appoint as its replacement any reputable appointed and experienced financial institution or may petition a court of competent jurisdiction, with costs and expenses properly incurred by the Agent in relation to such petition to be paid by the Issuer. Immediately following accepted such appointment, the Issuer retiring Agent’s resignation shall give notice nonetheless become effective and (i) 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 resignation by the Collateral Agent, the retiring Collateral Agent shall continue to hold any Collateral until such time as a successor Collateral Agent is appointed), and (ii) all payments, communications and determinations provided to be made by, to or through the retiring Agent shall instead be made by or to each Lender Party directly, until such time as the Required Lenders appoint a successor Agent as provided for above in this paragraph. 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 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 Agent’s resignation hereunder and under the other Loan Documents, the provisions of this Article and Section 10.04 shall continue in effect for the benefit of such appointment 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 Trustee, the remaining Agents and the Holders whereupon the Issuer, the Trustee, the remaining Agents and the replacement retiring Agent shall acquire and become subject to the same rights and obligations between themselves was acting as if they had entered into an agreement in the form mutatis mutandis of this IndentureAgent. (c) Upon its resignation becoming effective the Paying Agent shall forthwith transfer all moneys held by it hereunder, if any, to the successor Paying Agent or, if none, the Trustee or to the Trustee’s order, but shall have no other duties or responsibilities hereunder, and shall be entitled to the payment by the Issuer of its remuneration for the services previously rendered hereunder and to the reimbursement of all reasonable expenses (including legal fees) incurred in connection therewith.

Resignation of Agents. (a) Any Agent may resign its appointment hereunder at any time without the need to give any reason and without being responsible for any costs associated therewith by giving notice to the Issuer and the Trustee (and in the case of resignation of the Paying Agent the Paying Agent giving 30 days’ prior written notice) notice (waivable by the Issuer and the Trustee), ; provided that in the case of resignation of the Paying Agent no such resignation shall take effect until a new Paying Agent shall have been appointed by the Issuer to exercise the powers and undertake the duties hereby conferred and imposed upon the Paying Agent. Following receipt of a notice of resignation from any Agent, the Issuer shall promptly give notice thereof to the Holders in accordance with Section 12.01 Such notice shall expire at least 30 days before or after any due date for payment in respect of the Notes14.01 hereof. (b) If any Agent gives notice of its resignation in accordance with this Section 7.12 and a replacement Agent is required and by the tenth day before the expiration of such notice such replacement has not been duly appointed, such Agent may itself appoint as its replacement any reputable and experienced financial institution or may petition a court of competent jurisdictionjurisdiction to appoint a replacement, with properly incurred costs and expenses properly incurred by the Agent in relation to such petition to be paid by the Issuer. Immediately following such appointment, the Issuer shall give notice of such appointment to the Trustee, the remaining Agents and the Holders whereupon the Issuer, the Trustee, the remaining Agents and the replacement Agent shall acquire and become subject to the same rights and obligations between themselves as if they had entered into an agreement in the form mutatis mutandis of this Indenture. (c) Upon its resignation becoming effective effective, the Paying Agent shall forthwith transfer all moneys held by it hereunder, if any, to the successor Paying Agent or, if none, the Trustee or to the Trustee’s order, but shall have no other duties or responsibilities hereunder, and shall be entitled to the payment by the Issuer of its remuneration for the services previously rendered hereunder and to the reimbursement of all reasonable expenses (including legal fees) incurred in connection therewith. (d) Notwithstanding replacement of an Agent pursuant to this Section 7.12, the Issuer’s obligations under Section 7.06 hereof shall continue for the benefit of the retiring Agent.

Resignation of Agents. (a) Any The Administrative Agent may resign its appointment hereunder at any time without the need to give any reason and without being responsible for any costs associated therewith by giving not less than thirty (30) days’ prior written notice of its resignation to the Issuer Lenders and the Trustee (and Borrowers. Upon receipt of any such notice of resignation, the Required Lenders shall have the right, in consultation with the Borrowers, to appoint a successor, which shall be an Affiliate of the Lenders or other bank or financial institution with an office in the case United States. If no such successor shall have been so appointed by the Required Lenders and shall have accepted such appointment within thirty (30) days after the retiring Administrative Agent gives notice of resignation its resignation, then the retiring Administrative Agent may on behalf of the Paying Lenders appoint a successor meeting the qualifications set forth above; provided that if the retiring Administrative Agent shall notify the Paying Agent giving 30 days’ written notice) (waivable by the Issuer Borrowers and the Trustee)Lenders that no qualifying Person has accepted such appointment, provided 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 resignation any collateral security held by the Administrative Agent on behalf of the Paying Agent no such resignation shall take effect until a new Paying Lenders under any of the Loan Documents, the retiring Administrative Agent shall have been appointed continue to hold such collateral security until such time as a successor Administrative Agent is appointed) and (2) except for any indemnity payments or other amounts then owed to the retiring Administrative Agent, all payments, communications and determinations provided to be made by, to or through the Administrative Agent shall instead be made by or to each Lender directly, until such time as the Required Lenders appoint a successor as provided for above in this Section. Upon the acceptance of a successor’s appointment 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 Issuer Borrowers to exercise a successor Administrative Agent shall be the powers same as those payable to its predecessor unless otherwise agreed between the Borrowers and undertake such successor. After the duties hereby conferred retiring Administrative Agent’s resignation hereunder and imposed upon under the Paying Agent. Following receipt of a notice of resignation from any Agentother Loan Documents, the Issuer provisions of this Article 9 and Section 10.04 shall promptly give notice thereof to continue in effect for the Holders in accordance with Section 12.01 Such notice shall expire at least 30 days before or after any due date for payment benefit of such retiring Administrative Agent its sub agents and its respective Related Parties in respect of any actions taken or omitted to be taken by any of them prior to such resignation. Any resignation by East West Bank as the Notes. (b) Administrative Agent pursuant to this Section shall also constitute its resignation as the L/C Issuer and Swingline Lender. If any Agent gives notice East West Bank resigns as the L/C Issuer, it shall retain all the rights, powers, privileges and duties of the L/C Issuer hereunder with respect to all Letters of Credit outstanding as of the effective date of its resignation as the L/C Issuer and all L/C Obligations with respect thereto, including the right to require the Revolving Lenders to make Revolving Credit Loans or fund risk participations in accordance Unreimbursed Amounts pursuant to Section 2.03(c). If East West Bank resigns as the Swingline Lender, it shall retain all the rights, powers, privileges and duties of the Swingline Lender hereunder with this Section 7.12 respect to all Swingline Loans outstanding as of the effective date of its resignation as the Swingline Lender, including the right to require the Revolving Lenders to make Revolving Credit Loans to repay such outstanding Swingline Loans. Upon the appointment of a successor L/C Issuer hereunder (which successor shall in all cases be a Lender other than a Defaulting Lender), (i) such successor shall succeed to and a replacement Agent is required become vested with all of the rights, powers, privileges and by duties of the tenth day before retiring L/C Issuer, (ii) the expiration of such notice such replacement has not been duly appointed, such Agent may itself appoint as its replacement any reputable and experienced financial institution or may petition a court of competent jurisdiction, with costs and expenses properly incurred by the Agent in relation to such petition to be paid by the Issuer. Immediately following such appointment, the retiring L/C Issuer shall give notice be discharged from all of such appointment to the Trustee, the remaining Agents and the Holders whereupon the Issuer, the Trustee, the remaining Agents and the replacement Agent shall acquire and become subject to the same rights its duties and obligations between themselves as if they had entered into an agreement hereunder or under the other Loan Documents, and (iii) the successor L/C Issuer shall issue letters of credit in substitution for the form mutatis mutandis Letters of this Indenture. (c) Upon its resignation becoming effective the Paying Agent shall forthwith transfer all moneys held by it hereunderCredit, if any, outstanding at the time of such succession or make other arrangements satisfactory to East West Bank to effectively assume the obligations of East West Bank with respect to such Letters of Credit. Upon the appointment of a successor Paying Agent orSwingline Lender hereunder (which successor shall in all cases be a Lender other than a Defaulting Lender), if none(i) such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the Trustee or to retiring Swingline Lender and (ii) the Trustee’s order, but shall have no other duties or responsibilities hereunder, and retiring Swingline Lender shall be entitled to the payment by the Issuer discharged from all of its remuneration for duties and obligations hereunder or under the services previously rendered hereunder and to the reimbursement of all reasonable expenses (including legal fees) incurred in connection therewithother Loan Documents.

Resignation of Agents. Each Agent may at any time give notice of its resignation to the Lenders, the L/C Issuers and the U.S. Borrower. Upon receipt of any such notice of resignation, the Required Lenders shall have the right, with, so long as no Event of Default has occurred or is continuing, the consent of the U.S. Borrower (such consent not to be unreasonably withheld or delayed), to appoint a successor, which shall be a bank with an office in the United States, or an Affiliate of any such bank with an office in the United States. If no such successor shall have been so appointed by the Required Lenders and shall have accepted such appointment within 30 days after the retiring Agent gives notice of its resignation, then the retiring Agent may on behalf of the Lenders and the L/C Issuer, appoint a successor Agent meeting the qualifications set forth above; provided that if the Agent shall notify the U.S. Borrower and the Lenders that no qualifying Person has accepted such appointment, then such resignation shall nonetheless become effective in accordance with such notice and (a) Any the retiring Agent may resign shall be discharged from its appointment duties and obligations hereunder at any time without and under the need to give any reason and without being responsible for any costs associated therewith by giving notice to the Issuer and the Trustee other Loan Documents (and in the case of resignation of the Paying Agent the Paying Agent giving 30 days’ written notice) (waivable by the Issuer and the Trustee), provided except that in the case of resignation any collateral security held by the Collateral Agent on behalf of the Paying Agent no such resignation shall take effect until a new Paying Lenders or the L/C Issuer under any of the Loan Documents, the retiring Collateral Agent shall continue to hold as nominee such collateral security until such time as a successor Collateral Agent is appointed) and (b) all payments, communications and determinations provided to be made by, to or through an 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 9.07. 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) (and for the avoidance of doubt, any successor Collateral Agent shall be deemed to have been appointed actual knowledge of any Swap Agreements outstanding at such time), 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 9.07). The fees payable by the Issuer Borrower to exercise a successor Agent shall be the powers same as those payable to its predecessor unless otherwise agreed between the U.S. Borrower and undertake such successor. After the duties hereby conferred retiring Agent’s resignation hereunder and imposed upon under the Paying Agent. Following receipt other Loan Documents, the provisions of a notice this Article and Section 10.04 shall continue in effect for the benefit of resignation from any such retiring Agent, the Issuer shall promptly give notice thereof to the Holders in accordance with Section 12.01 Such notice shall expire at least 30 days before or after any due date for payment 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 Notes. (b) If any retiring Agent gives notice of was acting as Agent. Any resignation by Barclays Bank PLC as Administrative Agent pursuant to this Section 9.07 shall also constitute its resignation in accordance as the L/C Issuer and Swing Line Lender. Upon the acceptance of a successor’s appointment as Administrative Agent hereunder, (i) such successor shall succeed to and become vested with this Section 7.12 all of the rights, powers, privileges and a replacement Agent is required duties of the retiring L/C Issuer and by Swing Line Lender, (ii) the tenth day before retiring L/C Issuer and Swing Line Lender shall be discharged from all of their respective duties and obligations hereunder or under the expiration of such notice such replacement has not been duly appointedother Loan Documents, such Agent may itself appoint as its replacement any reputable and experienced financial institution or may petition a court of competent jurisdiction, with costs and expenses properly incurred by (iii) the Agent in relation to such petition to be paid by the Issuer. Immediately following such appointment, the successor L/C Issuer shall give notice issue letters of such appointment to credit in substitution for the Trustee, the remaining Agents and the Holders whereupon the Issuer, the Trustee, the remaining Agents and the replacement Agent shall acquire and become subject to the same rights and obligations between themselves as if they had entered into an agreement in the form mutatis mutandis Letters of this Indenture. (c) Upon its resignation becoming effective the Paying Agent shall forthwith transfer all moneys held by it hereunderCredit, if any, outstanding at the time of such succession or make other arrangements satisfactory to the successor Paying Agent or, if none, retiring L/C Issuer to effectively assume the Trustee or obligations of the retiring L/C Issuer with respect to the Trustee’s order, but shall have no other duties or responsibilities hereunder, and shall be entitled to the payment by the Issuer such Letters of its remuneration for the services previously rendered hereunder and to the reimbursement of all reasonable expenses (including legal fees) incurred in connection therewithCredit.

Resignation of Agents. (a) Any Notwithstanding its irrevocable appointment (but subject to paragraphs (f) and (g) below), each Agent may resign its appointment hereunder at any time without the need to give any reason and without being responsible for any costs associated therewith by giving notice to the Issuer Lenders and UPC Broadband, in which case the Trustee relevant Agent may, following consultation with and with the consent of UPC Broadband (not to be unreasonably withheld or delayed) forthwith appoint one of its Affiliates as successor Agent or, failing that, the Majority Lenders may with the consent of UPC Broadband (not to be unreasonably withheld or delayed) appoint a reputable and in the case of experienced bank as successor Agent. The resignation of the Paying Security Agent the Paying Agent giving 30 days’ written noticeis subject to compliance with clause 9.1 (Retirement of Security Agent) (waivable by the Issuer and the Trustee), provided that in the case of resignation of the Paying Agent no such resignation shall take effect until a new Paying Agent shall have been appointed by the Issuer to exercise the powers and undertake the duties hereby conferred and imposed upon the Paying Agent. Following receipt of a notice of resignation from any Agent, the Issuer shall promptly give notice thereof to the Holders in accordance with Section 12.01 Such notice shall expire at least 30 days before or after any due date for payment in respect of the NotesSecurity Deed. (b) If any the appointment of a successor Agent gives is to be made by the Majority Lenders but they have not, within 30 days after notice of its resignation in accordance with this Section 7.12 and resignation, appointed a replacement successor Agent is required and by which accepts the tenth day before the expiration of such notice such replacement has not been duly appointed, such Agent may itself appoint as its replacement any reputable and experienced financial institution or may petition a court of competent jurisdiction, with costs and expenses properly incurred by the Agent in relation to such petition to be paid by the Issuer. Immediately following such appointment, the Issuer shall give notice retiring Agent may, following consultation with and with the consent of such appointment UPC Broadband (not to the Trusteebe unreasonably withheld or delayed), the remaining Agents and the Holders whereupon the Issuer, the Trustee, the remaining Agents and the replacement Agent shall acquire and become subject to the same rights and obligations between themselves as if they had entered into an agreement in the form mutatis mutandis of this Indentureappoint a successor Agent. (c) The resignation of the retiring Agent and the appointment of any successor Agent will both become effective only upon the successor Agent notifying all the Parties that it accepts the appointment. On giving the notification and receiving such approval, the successor Agent will succeed to the position of the retiring Facility Agent and the term Facility Agent or Security Agent (as the case may be) will mean the successor Facility Agent or Security Agent, respectively. (d) The retiring Agent shall, at its own cost, make available to the successor Agent such documents and records and provide such assistance as the successor Agent may reasonably request for the purposes of performing its functions as the Agent under this Agreement. (e) Upon its resignation becoming effective effective, this Clause 19 shall continue to benefit the Paying retiring Agent shall forthwith transfer all moneys held in respect of any action taken or not taken by it hereunderunder or in connection with the Finance Documents while it was the relevant Agent and, if anysubject to paragraph (d) above, to the successor Paying Agent or, if none, the Trustee or to the Trustee’s order, but it shall have no other duties or responsibilities hereunderfurther obligation under any Finance Document. (f) The Majority Lenders may by notice to an Agent require it to resign in accordance with paragraph (a) above. In this event, and the relevant Agent shall resign in accordance with paragraph (a) above but it shall not be entitled to the payment by the Issuer appoint one of its remuneration Affiliates as successor Agent. (g) UPC Broadband may, if it is unsatisfied (acting reasonably) with the performance by an Agent of its role as Agent, following a period of consultation with the relevant Agent of not less than 14 days, by notice to that Agent require it to resign in accordance with paragraph (a) above. Such notice must specify the reasons for which UPC Broadband is seeking the services previously rendered hereunder and Agent's resignation, which must be based on reasonable grounds. In this event, the relevant Agent shall resign in accordance with paragraph (a) above but it shall not be entitled to the reimbursement appoint one of all reasonable expenses (including legal fees) incurred in connection therewithits Affiliates as successor Agent.

Resignation of Agents. (a) Any Either Agent may resign its appointment hereunder at any time without the need to give any reason and without being responsible for any costs associated therewith by giving written notice of its resignation to the Lenders, the LC Issuer and the Trustee (and Lead Borrower. Upon receipt of any such notice of resignation, the Required Lenders shall have the right to appoint a successor, which shall be a bank with an office in the case United States, or an Affiliate of resignation of the Paying Agent the Paying Agent giving 30 days’ written notice) (waivable by the Issuer and the Trustee), provided that any such bank with an office in the case United States, and, so long as no Event of resignation of Default has occurred and is continuing, shall be reasonably acceptable to the Paying Agent Lead Borrower. If no such resignation shall take effect until a new Paying Agent successor shall have been so appointed by the Issuer to exercise the powers Required Lenders and undertake the duties hereby conferred and imposed upon the Paying Agent. Following receipt of a notice of resignation from any Agent, the Issuer shall promptly give notice thereof to the Holders in accordance with Section 12.01 Such notice shall expire at least have accepted such appointment within 30 days before or after any due date for payment in respect of the Notes. (b) If any retiring Agent gives notice of its resignation (or such earlier day as shall be agreed to by the Required Lenders) (the “Resignation Effective Date”), then the retiring Agent may (but shall not be obligated to) on behalf of the Lenders and the LC Issuer (and so long as no Event of Default has occurred and is continuing, with the written consent of the Lead Borrower, not to be unreasonably withheld or delayed) appoint a successor Administrative Agent or Collateral Agent, as applicable, meeting the qualifications set forth above (provided, that in no event shall any such successor Agent be a Defaulting Lender); provided, that whether or not a successor has been appointed, such resignation shall become effective in accordance with such notice on the Resignation Effective Date. If the Person serving as Administrative Agent is a Defaulting Lender pursuant to clause (d) of the definition thereof, the Required Lenders may, to the extent permitted by applicable law, by notice in writing to the Lead Borrower and such Person remove such Person as Administrative Agent (and so long as no Event of Default has occurred and is continuing, with the written consent of the Lead Borrower, not to be unreasonably withheld or delayed), appoint a successor. If no such successor shall have been so appointed by the Required Lenders and shall have accepted such appointment within 30 days (or such earlier day as shall be agreed by the Required Lenders) (the “Removal Effective Date”), then such removal shall nonetheless become effective in accordance with such notice on the Removal Effective Date. With effect from the Resignation Effective Date or the Removal Effective Date (as applicable) (1) the retiring Agent shall be discharged from its duties and obligations hereunder and under the other Loan Documents (except that in the case of any Collateral held by the Collateral Agent on behalf of the Lenders or the LC Issuer under any of the Loan Documents, the retiring Collateral Agent shall continue to hold such collateral security until such time as a successor Collateral Agent is appointed) and (2) except for any indemnity payments or other amounts then owed to the retiring or removed Agent, all payments, communications and determinations provided to be made by, to or through the Administrative Agent shall instead be made by or to each Lender and the LC Issuer directly, until such time as the Required Lenders appoint a successor Administrative Agent as provided for above in this Section 7.12 9.06. Upon the acceptance of a successor’s appointment as Administrative Agent or Collateral Agent, as applicable, hereunder, such successor shall succeed to and a replacement become vested with all of the rights, powers, privileges and duties of the retiring (or removed) Agent is required (other than as provided in Section 3.01(h) and other than any rights to indemnity payments or other amounts owed to the retiring or removed Agent as of the Resignation Effective Date or the Removal Effective Date, as applicable), and the retiring (or removed) Agent shall be discharged from all of its duties and obligations hereunder or under the other Loan Documents (if not already discharged therefrom as provided above in this Section 9.06). The fees payable by the tenth day before Borrowers to a successor Administrative Agent shall be the expiration same as those payable to its predecessor unless otherwise agreed between the Lead Borrower and such successor. After the retiring (or removed) Agent’s resignation hereunder and under the other Loan Documents, the provisions of this Article IX and Section 10.04 shall continue in effect for the benefit of such notice retiring (or removed) 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 or Collateral Agent hereunder. Any resignation by Bank of America as Administrative Agent pursuant to this Section shall also constitute its resignation as LC Issuer and Swing Line Lender. If Bank of America resigns as an LC Issuer, it shall retain all the rights, powers, privileges and duties of the LC Issuer hereunder with respect to all Letters of Credit outstanding as of the effective date of its resignation as LC Issuer and all LC 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 2.03(c). If Bank of America resigns as Swing Line Lender, it shall retain all the rights of the Swing Line Lender provided for hereunder with respect to Swing Line Loans made by it and outstanding as of the effective date of such replacement has not been duly appointedresignation, such Agent may itself appoint as its replacement any reputable and experienced financial institution including the right to require the Lenders to make Base Rate Loans or may petition a court of competent jurisdiction, with costs and expenses properly incurred fund risk participations in outstanding Swing Line Loans pursuant to Section 2.04(c). Upon the appointment by the Agent Borrower of a successor L/C Issuer or Swing Line Lender hereunder (which successor shall in relation all cases be a Lender other than a Defaulting Lender), (a) such successor shall succeed to such petition to be paid by the Issuer. Immediately following such appointment, the Issuer shall give notice of such appointment to the Trustee, the remaining Agents and the Holders whereupon the Issuer, the Trustee, the remaining Agents and the replacement Agent shall acquire and become subject to vested with all of the same rights rights, powers, privileges and duties of the retiring LC Issuer or Swing Line Lender, as applicable, (b) the retiring LC Issuer and Swing Line Lender shall be discharged from all of their respective duties and obligations between themselves as if they had entered into an agreement in hereunder or under the form mutatis mutandis of this Indenture. other Loan Documents, and (c) Upon its resignation becoming effective the Paying Agent successor LC Issuer shall forthwith transfer all moneys held by it hereunderissue 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 Bank of America to effectively assume the successor Paying Agent or, if none, the Trustee or obligations of Bank of America with respect to the Trustee’s order, but shall have no other duties or responsibilities hereunder, and shall be entitled to the payment by the Issuer such Letters of its remuneration for the services previously rendered hereunder and to the reimbursement of all reasonable expenses (including legal fees) incurred in connection therewithCredit.

Resignation of Agents. Either Agent may at any time give written notice of its resignation to the Lenders, the LC Issuer and the Lead Borrower. Upon receipt of any such notice of resignation, the Required Lenders shall have the right to appoint a successor, which shall be a bank with an office in the United States, or an Affiliate of any such bank with an office in the United States, and, so long as no Event of Default has occurred and is continuing, shall be reasonably acceptable to the Lead Borrower. If no such successor shall have been so appointed by the Required Lenders and shall have accepted such appointment within 30 days after the retiring Agent gives notice of its resignation, then the retiring Agent may on behalf of the Lenders and the LC Issuer, appoint a successor Administrative Agent or Collateral Agent, as applicable, meeting the qualifications set forth above; provided that if the Administrative Agent or the Collateral 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 (a) Any the retiring Agent may resign shall be discharged from its appointment duties and obligations hereunder at any time without and under the need to give any reason and without being responsible for any costs associated therewith by giving notice to the Issuer and the Trustee other Loan Documents (and in the case of resignation of the Paying Agent the Paying Agent giving 30 days’ written notice) (waivable by the Issuer and the Trustee), provided except that in the case of resignation any Collateral held by the Collateral Agent on behalf of the Paying Agent no such resignation shall take effect until a new Paying Lenders or the LC Issuer under any of the Loan Documents, the retiring Collateral Agent shall have been appointed continue to hold such collateral security until such time as a successor Collateral Agent is appointed) and (b) all payments, communications and determinations provided to be made by, to or through the Administrative Agent shall instead be made by or to each Lender and the LC Issuer directly, until such time as the Required Lenders appoint a successor Administrative Agent as provided for above in this Section 9.06. Upon the acceptance of a successor’s appointment as Administrative Agent or Collateral Agent, as applicable, 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 9.06). The fees payable by the Issuer Borrowers to exercise a successor Administrative Agent shall be the powers same as those payable to its predecessor unless otherwise agreed between the Lead Borrower and undertake such successor. After the duties hereby conferred retiring Agent’s resignation hereunder and imposed upon under the Paying Agent. Following receipt other Loan Documents, the provisions of a notice this Article IX and Section 10.04 shall continue in effect for the benefit of resignation from any such retiring Agent, the Issuer shall promptly give notice thereof to the Holders in accordance with Section 12.01 Such notice shall expire at least 30 days before or after any due date for payment 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 Notes. retiring Agent was acting as Administrative Agent or Collateral Agent hereunder. Any resignation by Bank of America as Administrative Agent pursuant to this Section shall also constitute its resignation as LC Issuer and Swing Line Lender. Upon the acceptance of a successor’s appointment as Administrative Agent hereunder, (a) such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring LC Issuer and Swing Line Lender, (b) If any Agent gives notice the retiring LC Issuer and Swing Line Lender shall be discharged from all of its resignation in accordance with this Section 7.12 and a replacement Agent is required and by the tenth day before the expiration of such notice such replacement has not been duly appointed, such Agent may itself appoint as its replacement any reputable and experienced financial institution or may petition a court of competent jurisdiction, with costs and expenses properly incurred by the Agent in relation to such petition to be paid by the Issuer. Immediately following such appointment, the Issuer shall give notice of such appointment to the Trustee, the remaining Agents and the Holders whereupon the Issuer, the Trustee, the remaining Agents and the replacement Agent shall acquire and become subject to the same rights their respective duties and obligations between themselves as if they had entered into an agreement in hereunder or under the form mutatis mutandis of this Indenture. other Loan Documents, and (c) Upon its resignation becoming effective the Paying Agent successor LC Issuer shall forthwith transfer all moneys held by it hereunderissue 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 successor Paying Agent or, if none, retiring LC Issuer to effectively assume the Trustee or obligations of the retiring LC Issuer with respect to the Trustee’s order, but shall have no other duties or responsibilities hereunder, and shall be entitled to the payment by the Issuer such Letters of its remuneration for the services previously rendered hereunder and to the reimbursement of all reasonable expenses (including legal fees) incurred in connection therewithCredit.

Resignation of Agents. (a) Any The Administrative Agent and/or Syndication Agent may resign its appointment hereunder at any time without the need to give any reason and without being responsible for any costs associated therewith by giving notice of its resignation to the Issuer Lenders, the Issuing Lenders and the Trustee Borrower. Upon receipt of any such notice of resignation, the Required Lenders shall have the right, with approval from the Borrower (so long as no Event of Default has occurred and in is continuing), to appoint a successor, such approval not to be unreasonably withheld or delayed. If no such successor shall have been so appointed by the case Required Lenders and shall have accepted such appointment within thirty (30) days after the retiring Administrative Agent and/or Syndication Agent gives notice of resignation its resignation, then the retiring Administrative Agent and/or Syndication Agent may on behalf of the Paying Agent the Paying Agent giving 30 days’ written notice) (waivable by the Issuer Lenders and the Trustee)Issuing Lender, appoint a successor Administrative Agent and/or Syndication Agent meeting the qualifications set forth above; provided that if the Administrative Agent and/or Syndication 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 (i) the retiring Administrative Agent and/or Syndication Agent shall be discharged from its duties and obligations hereunder and under the other Loan Documents (except that in the case of resignation any collateral security held by the Administrative Agent on behalf of the Paying Agent no such resignation shall take effect until a new Paying Lenders or the Issuing Lender under any of the Loan Documents, the retiring Administrative Agent shall have been appointed continue to hold such collateral security until such time as a successor Administrative Agent is appointed) and (ii) 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 Issuing Lender directly, until such time as the Required Lenders appoint a successor Administrative Agent as provided for above in this Section 10.6. Upon the acceptance of a successor’s appointment as Administrative Agent and/or Syndication 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/or Syndication Agent, and the retiring Administrative Agent and/or Syndication 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 10.6). The fees payable by the Issuer Borrower to exercise a successor Administrative Agent shall be the powers same as those payable to its predecessor unless otherwise agreed between the Borrower and undertake such successor. After the duties hereby conferred retiring Administrative Agent’s and/or Syndication Agent resignation hereunder and imposed upon under the Paying Agent. Following receipt other Loan Documents, the provisions of a notice this Section 10.6 and Section 11.3 [Expenses; Indemnity; Damage Waiver] shall continue in effect for the benefit of resignation from any such retiring Administrative Agent and/or Syndication Agent, the Issuer shall promptly give notice thereof to the Holders in accordance with Section 12.01 Such notice shall expire at least 30 days before or after any due date for payment their sub-agents and their respective Related Parties in respect of any actions taken or omitted to be taken by any of them while the Notes. (b) retiring Administrative Agent and/or Syndication Agent was acting as Administrative Agent and/or Syndication Agent, as applicable. If any PNC resigns as Administrative Agent gives notice under this Section 10.6, PNC shall also resign as an Issuing Lender. If PNC resigns as an Issuing Lender, it shall retain all the rights, powers, privileges and duties of an Issuing Lender with respect to all Letters of Credit issued by it that remain outstanding as of the effective date of its resignation as Issuing Lender 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 accordance with this Letter of Credit Borrowings pursuant to Section 7.12 and 2.10.3 [Participations, Disbursements, Reimbursement]. Upon the appointment of a replacement successor Administrative Agent is required and by the tenth day before the expiration of such notice such replacement has not been duly appointedhereunder, such successor shall (i) succeed to all of the rights, powers, privileges and duties of PNC as a retiring Issuing Lender and Administrative Agent may itself appoint as and PNC shall be discharged from all of its replacement any reputable and experienced financial institution or may petition a court of competent jurisdiction, with costs and expenses properly incurred by the Agent in relation to such petition to be paid by the Issuer. Immediately following such appointment, the Issuer shall give notice of such appointment to the Trustee, the remaining Agents and the Holders whereupon the Issuer, the Trustee, the remaining Agents and the replacement Agent shall acquire and become subject to the same rights respective duties and obligations between themselves as if they had entered into an agreement Issuing Lender and Administrative Agent under the Loan Documents, and (ii) issue letters of credit in substitution for the form mutatis mutandis Letters of this Indenture. (c) Upon its resignation becoming effective the Paying Agent shall forthwith transfer all moneys held Credit issued by it hereunderPNC, 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. If the Person serving as Administrative Agent is a Defaulting Lender pursuant to clause (d) of the definition thereof, the Required Lenders may, to the successor Paying Agent orextent permitted by applicable law, if none, the Trustee or by notice in writing to the Trustee’s orderBorrower and such Person remove such Person as Administrative Agent and, but in consultation with the Borrower, appoint a successor. If no such successor shall have no other duties or responsibilities hereunder, been so appointed by the Required Lenders and shall have accepted such appointment within 30 days (or such earlier day as shall be entitled to the payment agreed by the Issuer of its remuneration for Required Lenders) (the services previously rendered hereunder and to “Removal Effective Date”), then such removal shall nonetheless become effective in accordance with such notice on the reimbursement of all reasonable expenses (including legal fees) incurred in connection therewithRemoval Effective Date.

Resignation of Agents. (a) Any The Collateral Agent may resign its appointment hereunder at any time without the need to give any reason and without being responsible for any costs associated therewith by giving notice to the Issuer and the Trustee (and in the case of resignation of the Paying Agent the Paying Agent giving 30 days’ written notice) (waivable by the Issuer and the Trustee), provided that in the case of resignation of the Paying Agent no such resignation shall take effect until a new Paying Agent shall have been appointed by the Issuer to exercise the powers and undertake the duties hereby conferred and imposed upon the Paying Agent. Following receipt of a notice of resignation from any Agent, the Issuer shall promptly give notice thereof to the Holders in accordance with Section 12.01 Such notice shall expire at least 30 days before or after any due date for payment in respect of the Notes. (b) If any Agent gives notice of its resignation to the Lenders, the Administrative Agent and the Borrower. Upon receipt of any such notice of resignation, the Collateral Agent shall have the right to appoint a successor that is (i) one of the Bookrunners (as defined in accordance the CEI Credit Agreement) under the CEI Credit Agreement as of the Closing Date, (ii) the Person serving as the Administrative Agent or (iii) any other Person that is approved by the Borrower in its sole discretion; provided such approval by the Borrower shall not be required following a Replacement Exercise of Remedies. Upon the acceptance of a successor’s appointment as Collateral Agent hereunder, such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring (or retired) Collateral Agent, and the retiring Collateral 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 7.12 and a replacement Agent is required and 10.6). The fees payable by the tenth day before Borrower to a successor Collateral Agent (unless the expiration successor is the Initial Lender or any of its Affiliates) shall be the same as those payable to its predecessor unless otherwise agreed between the Borrower and such successor. After the retiring Collateral Agent’s resignation hereunder and under the other Loan Documents, the provisions of this Section 10.6 and Section 11.3 [Expenses; Indemnity; Damage Waiver] shall continue in effect for the benefit of such notice such replacement has not been duly appointedretiring Collateral Agent, such 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 Collateral Agent was acting as Collateral Agent. Except with the consent of the Collateral Agent (which the Collateral Agent may itself appoint as withhold at its sole discretion) and, except following a Replacement Exercise of Remedies, the Borrower (which the Borrower may withhold in its sole discretion), the Administrative Agent may not resign or retire. To the extent any such resignation or retirement occurs with the consent of the Collateral Agent (and, prior to a Replacement Exercise of Remedies, the Borrower) referred to in the immediately preceding sentence, the procedures for the resignation, retirement and replacement any reputable and experienced financial institution of the Administrative Agent shall be satisfactory in all respects to the Collateral Agent and, except following a Replacement Exercise of Remedies, the Borrower. Any Person that succeeds to or may petition a court of competent jurisdiction, with costs and expenses properly incurred by replaces the Administrative Agent shall be satisfactory to the Collateral Agent in relation to such petition to be paid by the Issuer. Immediately its sole discretion and, except following such appointmenta Replacement Exercise of Remedies, the Issuer shall give notice of such appointment to the Trustee, the remaining Agents and the Holders whereupon the Issuer, the Trustee, the remaining Agents and the replacement Agent shall acquire and become subject to the same rights and obligations between themselves as if they had entered into an agreement Borrower in the form mutatis mutandis of this Indentureits sole discretion. (c) Upon its resignation becoming effective the Paying Agent shall forthwith transfer all moneys held by it hereunder, if any, to the successor Paying Agent or, if none, the Trustee or to the Trustee’s order, but shall have no other duties or responsibilities hereunder, and shall be entitled to the payment by the Issuer of its remuneration for the services previously rendered hereunder and to the reimbursement of all reasonable expenses (including legal fees) incurred in connection therewith.

Resignation of Agents. (a) Any Each Agent may resign its appointment hereunder at any time without the need to give any reason and without being responsible for any costs associated therewith by giving as Agent upon 30 days’ prior notice to the Issuer Lenders and the Trustee (and in Borrower. Upon receipt of any such notice of resignation, the case of resignation Required Lenders shall have the right, with the prior written consent of the Paying Agent the Paying Agent giving 30 days’ written notice) (waivable by the Issuer and the Trustee)Borrower, to appoint a successor, which shall be a bank with an office in New York, New York, or an Affiliate of any such bank; provided that in the case of resignation consent of the Paying Agent Borrower shall not be required if an Event of Default has occurred and is continuing. If no such resignation shall take effect until a new Paying Agent successor shall have been so appointed by the Issuer to exercise the powers Required Lenders and undertake the duties hereby conferred and imposed upon the Paying Agent. Following receipt of a notice of resignation from any Agent, the Issuer shall promptly give notice thereof to the Holders in accordance with Section 12.01 Such notice shall expire at least have accepted such appointment within 30 days before or after any due date for payment in respect of the Notes. (b) If any retiring Agent gives notice of its resignation (or such earlier day as shall be agreed by the Required Lenders) (the “Resignation Effective Date”), then the retiring Agent may (but shall not be obligated to), on behalf of the Lenders, appoint a successor Agent meeting the qualifications set forth above. Whether or not a successor has been appointed, such resignation shall become effective in accordance with this Section 7.12 and a replacement Agent is required and by the tenth day before the expiration of such notice such replacement has not been duly appointed, such Agent may itself appoint as its replacement any reputable and experienced financial institution or may petition a court of competent jurisdiction, with costs and expenses properly incurred by on the Agent in relation to such petition to be paid by the Issuer. Immediately following such appointment, the Issuer shall give notice of such appointment to the Trustee, the remaining Agents and the Holders whereupon the Issuer, the Trustee, the remaining Agents and the replacement Agent shall acquire and become subject to the same rights and obligations between themselves as if they had entered into an agreement in the form mutatis mutandis of this IndentureResignation Effective Date. (cb) Upon its resignation becoming effective With effect from the Paying Resignation Effective Date, (1) the retiring Agent shall forthwith transfer be discharged from its duties and obligations hereunder and under the other Loan Documents (except that in the case of any security interest granted to the Agent on behalf of the Lenders under any of the Loan Documents, the retiring Agent shall continue to act as Collateral Agent with respect to such security interest until such time as a successor Agent is appointed) and (2) all moneys held payments, communications and determinations provided to be made by, to or through the Agent shall instead be made by it hereunderor to each Lender directly, until such time, if any, as the Required Lenders appoint a successor Agent as provided for above. Upon the acceptance of 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, and the retiring Agent shall be discharged from all of its duties and obligations hereunder or under the other Loan Documents. The fees payable by the Borrower to a successor Paying Agent or, if noneshall be the same as those payable to its predecessor unless otherwise agreed between the Borrower and such successor Agent. After the retiring Agent’s resignation hereunder and under the other Loan Documents, the Trustee or to the Trustee’s order, but provisions of this Article VIII and Section 9.05 shall have no other duties or responsibilities hereunder, and shall be entitled to the payment by the Issuer of its remuneration continue in effect for the services previously rendered hereunder 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 reimbursement of all reasonable expenses (including legal fees) incurred in connection therewithretiring or removed Agent was acting as Agent.

Resignation of Agents. (a) Any Agent may resign its appointment hereunder at any time without the need to give any reason and without being responsible for any costs associated therewith by giving notice to the Issuer and the Trustee (and in the case of resignation of the Paying Agent the Paying Agent giving 30 days’ written notice) (waivable by the Issuer Issuers and the Trustee), provided that in the case of resignation of the Paying Agent no such resignation shall take effect until a new Paying Agent shall have been appointed by the Issuer Issuers to exercise the powers and undertake the duties hereby conferred and imposed upon the Paying Agent. Following receipt of a notice of resignation from any Agent, the Issuer Issuers shall promptly give notice thereof to the Holders in accordance with Section 12.01 Such notice shall expire at least 30 days before or after any due date for payment in respect of the Notes. (b) If any Agent gives notice of its resignation in accordance with this Section 7.12 and a replacement Agent is required and by the tenth day before the expiration of such notice such replacement has not been duly appointed, such Agent may itself appoint as its replacement any reputable and experienced financial institution or may petition a court of competent jurisdiction, with costs and expenses properly incurred by the Agent in relation to such petition to be paid by the IssuerIssuers. Immediately following such appointment, the Issuer Issuers shall give notice of such appointment to the Trustee, the remaining Agents and the Holders whereupon the IssuerIssuers, the Trustee, the remaining Agents and the replacement Agent shall acquire and become subject to the same rights and obligations between themselves as if they had entered into an agreement in the form mutatis mutandis of this Indenture. (c) Upon its resignation becoming effective the Paying Agent shall forthwith transfer all moneys held by it hereunder, if any, to the successor Paying Agent or, if none, the Trustee or to the Trustee’s order, but shall have no other duties or responsibilities hereunder, and shall be entitled to the payment by the Issuer Issuers of its remuneration for the services previously rendered hereunder and to the reimbursement of all reasonable expenses (including legal fees) incurred in connection therewith.

Resignation of Agents. (a) Any The Administrative Agent may resign its appointment hereunder at any time without the need to give any reason and without being responsible for any costs associated therewith by giving not less than thirty (30) days’ prior written notice of its resignation to the Issuer Lenders and the Trustee (and Borrower. Upon receipt of any such notice of resignation, the Required Lenders shall have the right, in consultation with the Borrower, to appoint a successor, which shall be an Affiliate of the Lenders or other bank or financial institution with an office in the case United States. If no such successor shall have been so appointed by the Required Lenders and shall have accepted such appointment within thirty (30) days after the retiring Administrative Agent gives notice of resignation its resignation, then the retiring Administrative Agent may on behalf of the Paying Lenders appoint a successor meeting the qualifications set forth above; provided that if the retiring Administrative Agent shall notify the Paying Agent giving 30 days’ written notice) (waivable by the Issuer Borrower and the Trustee)Lenders that no qualifying Person has accepted such appointment, provided 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 resignation any collateral security held by the Administrative Agent on behalf of the Paying Agent no such resignation shall take effect until a new Paying Lenders under any of the Loan Documents, the retiring Administrative Agent shall have been appointed continue to hold such collateral security until such time as a successor Administrative Agent is appointed) and (2) except for any indemnity payments or other amounts then owed to the retiring Administrative Agent, all payments, communications and determinations provided to be made by, to or through the Administrative Agent shall instead be made by or to each Lender directly, until such time as the Required Lenders appoint a successor as provided for above in this Section. Upon the acceptance of a successor’s appointment 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 Issuer Borrower to exercise a successor Administrative Agent shall be the powers same as those payable to its predecessor unless otherwise agreed between the Borrower and undertake such successor. After the duties hereby conferred retiring Administrative Agent’s resignation hereunder and imposed upon under the Paying Agent. Following receipt other Loan Documents, the provisions of a notice this Article 9 and Section 10.04 shall continue in effect for the benefit of resignation from any such retiring Administrative Agent, the Issuer shall promptly give notice thereof to the Holders in accordance with Section 12.01 Such notice shall expire at least 30 days before or after any due date for payment its sub agents and its respective Related Parties in respect of the Notes. (b) If any Agent gives notice actions taken or omitted to be taken by any of its resignation in accordance with this Section 7.12 and a replacement Agent is required and by the tenth day before the expiration of such notice such replacement has not been duly appointed, such Agent may itself appoint as its replacement any reputable and experienced financial institution or may petition a court of competent jurisdiction, with costs and expenses properly incurred by the Agent in relation them prior to such petition to be paid by the Issuer. Immediately following such appointment, the Issuer shall give notice of such appointment to the Trustee, the remaining Agents and the Holders whereupon the Issuer, the Trustee, the remaining Agents and the replacement Agent shall acquire and become subject to the same rights and obligations between themselves as if they had entered into an agreement in the form mutatis mutandis of this Indentureresignation. (c) Upon its resignation becoming effective the Paying Agent shall forthwith transfer all moneys held by it hereunder, if any, to the successor Paying Agent or, if none, the Trustee or to the Trustee’s order, but shall have no other duties or responsibilities hereunder, and shall be entitled to the payment by the Issuer of its remuneration for the services previously rendered hereunder and to the reimbursement of all reasonable expenses (including legal fees) incurred in connection therewith.

Resignation of Agents. (a) Any Either Agent may resign its appointment hereunder at any time without the need to give any reason and without being responsible for any costs associated therewith by giving notice of its resignation to the Lenders, the L/C Issuer and the Trustee (and Borrower. Upon receipt of any such notice of resignation, the Required Lenders shall have the right, in consultation with the Borrower, to appoint a successor, which shall be a bank with an office in the case United States, or an Affiliate of resignation any such bank with an office in the United States. If no such successor shall have been so appointed by the Required Lenders and shall have accepted such appointment within 30 days after the retiring Agent gives notice of its resignation, then the retiring Agent may on behalf of the Paying Agent the Paying Agent giving 30 days’ written notice) (waivable by the Issuer Lenders and the Trustee)L/C Issuer, appoint a successor Agent meeting the qualifications set forth above; provided that if such 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 resignation any collateral security held by such Agent on behalf of the Paying Agent no such resignation shall take effect until a new Paying Lenders or the L/C Issuer under any of the Loan Documents, the retiring Agent shall have been appointed 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 such 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 an 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 Issuer Borrower to exercise a successor Agent shall be the powers same as those payable to its predecessor unless otherwise agreed between the Borrower and undertake such successor. After the duties hereby conferred retiring Agent’s resignation hereunder and imposed upon under the Paying Agent. Following receipt other Loan Documents, the provisions of a notice this Article and Section 10.04 shall continue in effect for the benefit of resignation from any such retiring Agent, the Issuer shall promptly give notice thereof to the Holders in accordance with Section 12.01 Such notice shall expire at least 30 days before or after any due date for payment 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 Notes. retiring Agent was acting as such Agent. Any resignation by Bank of America as Administrative Agent and/or Collateral 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) If any Agent gives notice of its resignation in accordance with this Section 7.12 and a replacement Agent is required and by the tenth day before the expiration of such notice such replacement has not been duly appointed, such Agent may itself appoint as its replacement any reputable and experienced financial institution or may petition a court of competent jurisdiction, with costs and expenses properly incurred by the Agent in relation to such petition to be paid by the Issuer. Immediately following such appointment, the retiring L/C Issuer shall give notice be discharged from all of such appointment to the Trustee, the remaining Agents and the Holders whereupon the Issuer, the Trustee, the remaining Agents and the replacement Agent shall acquire and become subject to the same rights their respective duties and obligations between themselves as if they had entered into an agreement in hereunder or under the form mutatis mutandis of this Indenture. other Loan Documents, and (c) Upon its resignation becoming effective the Paying Agent successor L/C Issuer shall forthwith transfer all moneys held by it hereunderissue 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 successor Paying Agent or, if none, retiring L/C Issuer to effectively assume the Trustee or obligations of the retiring L/C Issuer with respect to the Trustee’s order, but shall have no other duties or responsibilities hereunder, and shall be entitled to the payment by the Issuer such Letters of its remuneration for the services previously rendered hereunder and to the reimbursement of all reasonable expenses (including legal fees) incurred in connection therewithCredit.

Resignation of Agents. (a) Any Either Agent may resign its appointment hereunder at any time without the need to give any reason and without being responsible for any costs associated therewith by giving written notice of its resignation to the Issuer Lenders and the Trustee (and Borrower. Upon receipt of any such notice of resignation, the Required Lenders shall have the right to appoint a successor, which shall be a bank with an office in the case United States, or an Affiliate of resignation of the Paying Agent the Paying Agent giving 30 days’ written notice) (waivable by the Issuer and the Trustee), provided that any such bank with an office in the case United States, and, so long as no Event of resignation of Default has occurred and is continuing, shall be reasonably acceptable to the Paying Agent Borrower. If no such resignation shall take effect until a new Paying Agent successor shall have been so appointed by the Issuer to exercise the powers Required Lenders and undertake the duties hereby conferred and imposed upon the Paying Agent. Following receipt of a notice of resignation from any Agent, the Issuer shall promptly give notice thereof to the Holders in accordance with Section 12.01 Such notice shall expire at least have accepted such appointment within 30 days before or after any due date for payment in respect of the Notes. (b) If any retiring Agent gives notice of its resignation (or such earlier day as shall be agreed to by the Required Lenders) (the “Resignation Effective Date”), then the retiring Agent may (but shall not be obligated to) on behalf of the Lenders (and so long as no Event of Default has occurred and is continuing, with the written consent of the Borrower, not to be unreasonably withheld or delayed) appoint a successor Administrative Agent or Collateral Agent, as applicable, meeting the qualifications set forth above; provided, that whether or not a successor has been appointed, such resignation shall become effective in accordance with such notice on the Resignation Effective Date. If no such successor shall have been so appointed by the Required Lenders and shall have accepted such appointment within 30 days (or such earlier day as shall be agreed by the Required Lenders) (the “Removal Effective Date”), then such removal shall nonetheless become effective in accordance with such notice on the Removal Effective Date. With effect from the Resignation Effective Date or the Removal Effective Date (as applicable) (1) the retiring Agent shall be discharged from its duties and obligations hereunder and under the other Loan Documents (except that in the case of any Collateral held by the Collateral Agent on behalf of the Lenders under any of the Loan Documents, the retiring Collateral Agent shall continue to hold such collateral security until such time as a successor Collateral Agent is appointed) and (2) except for any indemnity payments or other amounts then owed to the retiring or removed Agent, all payments, communications and determinations provided to be made by, to or through the Administrative Agent shall instead be made by or to each Lender directly, until such time as the Required Lenders appoint a successor Administrative Agent as provided for above in this Section 7.12 9.06. Upon the acceptance of a successor’s appointment as Administrative Agent or Collateral Agent, as applicable, hereunder, such successor shall succeed to and a replacement become vested with all of the rights, powers, privileges and duties of the retiring (or removed) Agent is required (other than as provided in Section 3.01(h) and other than any rights to indemnity payments or other amounts owed to the retiring or removed Agent as of the Resignation Effective Date or the Removal Effective Date, as applicable), and the retiring (or removed) Agent shall be discharged from all of its duties and obligations hereunder or under the other Loan Documents (if not already discharged therefrom as provided above in this Section 9.06). The fees payable by the tenth day before Borrower to a successor Administrative Agent shall be the expiration same as those payable to its predecessor unless otherwise agreed between the Borrower and such successor. After the retiring (or removed) Agent’s resignation hereunder and under the other Loan Documents, the provisions of this Article IX and Section 10.04 shall continue in effect for the benefit of such notice such replacement has not been duly appointedretiring (or removed) Agent, such Agent may itself appoint as its replacement sub-agents and their respective Related Parties in respect of any reputable and experienced financial institution actions taken or may petition a court of competent jurisdiction, with costs and expenses properly incurred by the Agent in relation to such petition omitted to be paid taken by any of them while the Issuer. Immediately following such appointment, the Issuer shall give notice of such appointment to the Trustee, the remaining Agents and the Holders whereupon the Issuer, the Trustee, the remaining Agents and the replacement retiring Agent shall acquire and become subject to the same rights and obligations between themselves was acting as if they had entered into an agreement in the form mutatis mutandis of this IndentureAdministrative Agent or Collateral Agent hereunder. (c) Upon its resignation becoming effective the Paying Agent shall forthwith transfer all moneys held by it hereunder, if any, to the successor Paying Agent or, if none, the Trustee or to the Trustee’s order, but shall have no other duties or responsibilities hereunder, and shall be entitled to the payment by the Issuer of its remuneration for the services previously rendered hereunder and to the reimbursement of all reasonable expenses (including legal fees) incurred in connection therewith.

Resignation of Agents. (a) Any Either Agent may resign its appointment hereunder at any time without the need to give any reason and without being responsible for any costs associated therewith by giving written notice of its resignation to the Lenders, the L/C Issuer and the Trustee (and Lead Borrower. Upon receipt of any such notice of resignation, the Required Lenders shall have the right, in consultation with the Lead Borrower, to appoint a successor, which shall be a bank with an office in the case United States, or an Affiliate of resignation any such bank with an office in the United States. If no such successor shall have been so appointed by the Required Lenders and shall have accepted such appointment within 30 days after the retiring Agent gives notice of its resignation, then the retiring Agent may on behalf of the Paying Agent the Paying Agent giving 30 days’ written notice) (waivable by the Issuer Lenders and the Trustee)L/C Issuer, appoint a successor Administrative Agent or Collateral Agent, as applicable, meeting the qualifications set forth above; provided that if the Administrative Agent or the Collateral 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 resignation any Collateral held by the Collateral Agent on behalf of the Paying Agent no such resignation shall take effect until a new Paying Lenders or the L/C Issuer under any of the Loan Documents, the retiring Collateral Agent shall have been appointed continue to hold such collateral security 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 Administrative 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 Administrative Agent as provided for above in this Section 9.06. Upon the acceptance of a successor’s appointment as Administrative Agent or Collateral Agent, as applicable, 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 9.06). The fees payable by the Issuer Borrowers to exercise a successor Administrative Agent shall be the powers same as those payable to its predecessor unless otherwise agreed between the Lead Borrower and undertake such successor. After the duties hereby conferred retiring Agent’s resignation hereunder and imposed upon under the Paying Agent. Following receipt other Loan Documents, the provisions of a notice this Article IX and Section 10.04 shall continue in effect for the benefit of resignation from any such retiring Agent, the Issuer shall promptly give notice thereof to the Holders in accordance with Section 12.01 Such notice shall expire at least 30 days before or after any due date for payment 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 Notes. retiring Agent was acting as Administrative Agent or Collateral Agent hereunder. Any resignation by Bank of America as Administrative Agent pursuant to this Section 9.06 shall also constitute its resignation as L/C Issuer and Swing Line Lender. Upon the acceptance of a successor’s appointment as Administrative Agent hereunder, (a) such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring L/C Issuer and Swing Line Lender, (b) If any Agent gives notice the retiring L/C Issuer and Swing Line Lender shall be discharged from all of its resignation in accordance with this Section 7.12 and a replacement Agent is required and by the tenth day before the expiration of such notice such replacement has not been duly appointed, such Agent may itself appoint as its replacement any reputable and experienced financial institution or may petition a court of competent jurisdiction, with costs and expenses properly incurred by the Agent in relation to such petition to be paid by the Issuer. Immediately following such appointment, the Issuer shall give notice of such appointment to the Trustee, the remaining Agents and the Holders whereupon the Issuer, the Trustee, the remaining Agents and the replacement Agent shall acquire and become subject to the same rights their respective duties and obligations between themselves as if they had entered into an agreement in hereunder or under the form mutatis mutandis of this Indenture. other Loan Documents, and (c) Upon its resignation becoming effective the Paying Agent successor L/C Issuer shall forthwith transfer all moneys held by it hereunderissue 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 successor Paying Agent or, if none, retiring L/C Issuer to effectively assume the Trustee or obligations of the retiring L/C Issuer with respect to the Trustee’s order, but shall have no other duties or responsibilities hereunder, and shall be entitled to the payment by the Issuer such Letters of its remuneration for the services previously rendered hereunder and to the reimbursement of all reasonable expenses (including legal fees) incurred in connection therewithCredit.

Resignation of Agents. (a) Any The Administrative Agent and the Collateral Agent may resign its appointment hereunder at any time without and shall resign upon any removal thereof as a Lender pursuant to the need to give any reason and without being responsible for any costs associated therewith by giving terms of this Agreement upon at least thirty (30) days’ prior written notice to the Issuer Lenders and the Trustee (and in the case of Borrower. Upon any such resignation of the Paying Administrative Agent or any Collateral Agent, the Paying Required Lenders and, so long as no Event of Default shall then exist, with the consent of the Borrower (which consent shall not be unreasonably withheld or delayed), shall have the right to appoint a successor Administrative Agent giving 30 days’ written notice) (waivable or Collateral Agent, as the case may be. If no successor Administrative Agent or Collateral Agent, as the case may be, shall have been so appointed by the Issuer Required Lenders and shall have accepted such appointment within thirty (30) days after the Trusteeretiring Administrative Agent’s or Collateral Agent’s giving of notice of resignation, then the retiring Administrative Agent or Collateral Agent, as the case may be, may, on behalf of the Lenders and, so long as no Event of Default shall then exist, with the consent of the Borrower (which consent shall not be unreasonably withheld or delayed), provided that in appoint a successor Administrative Agent or Collateral Agent, as the case of resignation may be, which shall be any Lender hereunder or any commercial bank organized under the laws of the Paying 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 no or the Collateral Agent hereunder, such resignation successor Administrative Agent or Collateral Agent, as the case may be, shall take effect until thereupon succeed to and become vested with all the rights and duties of the retiring Administrative Agent or Collateral Agent, as the case may be, under the Credit Documents. Whether or not a new Paying successor Administrative Agent or Collateral Agent shall have been appointed by so appointed, the Issuer to exercise resignation of the powers and undertake Administrative Agent or Collateral Agent shall become effective on the duties hereby conferred and imposed upon the Paying Agent. Following receipt of a date specified in its notice of resignation, and the retiring Administrative Agent or Collateral Agent shall be discharged from its duties and obligations thereunder. After any retiring Administrative Agent’s or Collateral Agent’s resignation from any hereunder as Administrative Agent or Collateral Agent, as the Issuer shall promptly give notice thereof to case may be, the Holders in accordance with Section 12.01 Such notice shall expire at least 30 days before or after any due date for payment in respect provisions of this Article 9 and all protective provisions of the Notes. (b) If other Credit Documents shall thereafter continue in effect for its benefit as to any Agent gives notice of its resignation in accordance with this Section 7.12 and a replacement Agent is required and by the tenth day before the expiration of such notice such replacement has not been duly appointed, such Agent may itself appoint as its replacement any reputable and experienced financial institution actions taken or may petition a court of competent jurisdiction, with costs and expenses properly incurred by the Agent in relation to such petition omitted to be paid by the Issuer. Immediately following such appointment, the Issuer shall give notice of such appointment to the Trustee, the remaining Agents and the Holders whereupon the Issuer, the Trustee, the remaining Agents and the replacement Agent shall acquire and become subject to the same rights and obligations between themselves as if they had entered into an agreement in the form mutatis mutandis of this Indenture. (c) Upon its resignation becoming effective the Paying Agent shall forthwith transfer all moneys held taken by it hereunderwhile it was Administrative Agent or Collateral Agent, if any, to as the successor Paying Agent or, if none, the Trustee or to the Trustee’s order, but shall have no other duties or responsibilities hereunder, and shall be entitled to the payment by the Issuer of its remuneration for the services previously rendered hereunder and to the reimbursement of all reasonable expenses (including legal fees) incurred in connection therewithcase may be.

Resignation of Agents. (a) Any Either Agent may resign its appointment hereunder at any time without the need to give any reason and without being responsible for any costs associated therewith by giving fifteen (15) days prior written notice of its resignation to the Lenders, the L/C Issuer and the Trustee (and Lead Borrower. Upon receipt of any such notice of resignation, the Required Lenders shall have the right, in consultation with the Lead Borrower, to appoint a successor, which shall be a bank with an office in the case United States, or an Affiliate of resignation any such bank with an office in the United States, and shall, unless an Event of Default has occurred and is continuing at the time of such appointment, be reasonably acceptable to the Lead Borrower (whose consent shall not be unreasonably withheld or delayed). If no such successor shall have been so appointed by the Required Lenders and shall have accepted such appointment within 30 days after the retiring Agent gives notice of its resignation, then the retiring Agent may on behalf of the Paying Agent the Paying Agent giving 30 days’ written notice) (waivable by the Issuer Lenders and the Trustee)L/C Issuer, appoint a successor Administrative Agent or Collateral Agent, as applicable, meeting the qualifications set forth above; provided that if the Administrative Agent or the Collateral 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 resignation any Collateral held by the Collateral Agent on behalf of the Paying Agent no such resignation shall take effect until a new Paying Lenders or the L/C Issuer under any of the Loan Documents, the retiring Collateral Agent shall have been appointed continue to hold such collateral security 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 Administrative 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 Administrative Agent as provided for above in this Section. Upon the acceptance of a successor’s appointment as Administrative Agent or Collateral Agent, as applicable, 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 Issuer Borrowers to exercise a successor Administrative Agent shall be the powers same as those payable to its predecessor unless otherwise agreed between the Lead Borrower and undertake such successor. After the duties hereby conferred retiring Agent’s resignation hereunder and imposed upon under the Paying Agent. Following receipt other Loan Documents, the provisions of a notice this Article and Section 10.04 shall continue in effect for the benefit of resignation from any such retiring Agent, the Issuer shall promptly give notice thereof to the Holders in accordance with Section 12.01 Such notice shall expire at least 30 days before or after any due date for payment 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 Notes. retiring Agent was acting as Administrative Agent or Collateral Agent hereunder. Any resignation by Xxxxx Fargo Retail Finance, LLC as Administrative Agent pursuant to this Section shall also constitute the resignation of Xxxxx Fargo Retail Finance, LLC as Swing Line Lender and Xxxxx Fargo Bank as L/C Issuer. Upon the acceptance of a successor’s appointment as Administrative Agent hereunder, (a) such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring L/C Issuer and Swing Line Lender, (b) If any Agent gives notice the retiring L/C Issuer and Swing Line Lender shall be discharged from all of its resignation in accordance with this Section 7.12 and a replacement Agent is required and by the tenth day before the expiration of such notice such replacement has not been duly appointed, such Agent may itself appoint as its replacement any reputable and experienced financial institution or may petition a court of competent jurisdiction, with costs and expenses properly incurred by the Agent in relation to such petition to be paid by the Issuer. Immediately following such appointment, the Issuer shall give notice of such appointment to the Trustee, the remaining Agents and the Holders whereupon the Issuer, the Trustee, the remaining Agents and the replacement Agent shall acquire and become subject to the same rights duties and obligations between themselves as if they had entered into an agreement in hereunder or under the form mutatis mutandis of this Indenture. other Loan Documents, and (c) Upon its resignation becoming effective the Paying Agent successor L/C Issuer shall forthwith transfer all moneys held by it hereunderissue 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 successor Paying Agent or, if none, retiring L/C Issuer to effectively assume the Trustee or obligations of the retiring L/C Issuer with respect to the Trustee’s order, but shall have no other duties or responsibilities hereunder, and shall be entitled to the payment by the Issuer such Letters of its remuneration for the services previously rendered hereunder and to the reimbursement of all reasonable expenses (including legal fees) incurred in connection therewithCredit.

Resignation of Agents. (a) Any Each Agent may resign its appointment hereunder at any time without the need to give any reason and without being responsible for any costs associated therewith by giving notice of its resignation to the Issuer Lenders, the Issuing Lenders, the other Agents and the Trustee Borrower. Upon receipt of any such notice of resignation, the Required Lenders shall have the right, with approval from the Borrower (so long as no Event of Default has occurred and is continuing), to appoint a successor, such approval not to be unreasonably withheld or delayed. If no such successor shall have been so appointed by the Required Lenders and shall have accepted such appointment within thirty (30) days after the retiring Agent gives notice of its resignation, then such retiring Agent may on behalf of the Lenders and the Issuing Xxxxxxx, appoint a successor Agent meeting the qualifications set forth above; provided that if such retiring 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 (i) the retiring Agent shall be discharged from its duties and obligations hereunder and under the other Loan Documents (except that, in the case of resignation of the Paying Agent the Paying Agent giving 30 days’ written notice) (waivable by the Issuer and the Trustee)Collateral Agent, provided that in the case of resignation any collateral security held by the Collateral Agent on behalf of the Paying Agent no such resignation shall take effect until a new Paying Lenders or the Issuing Lenders under any of the Loan Documents, the retiring Collateral Agent shall have been appointed continue to hold such collateral security until such time as a successor Collateral Agent is appointed) and (ii) all payments, communications and determinations provided to be made by, to or through a retiring Administrative Agent shall instead be made by or to each Lender and the Issuing Lenders directly, until such time as the Required Lenders appoint a successor Administrative Agent as provided for above in this Section 10.6. 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 10.6). The fees payable by the Issuer Borrower to exercise a successor Agent shall be the powers same as those payable to its predecessor unless otherwise agreed between the Borrower and undertake such successor. After the duties hereby conferred retiring Agent’s resignation hereunder and imposed upon under the Paying Agent. Following receipt other Loan Documents, the provisions of a notice this Section 10.6 and Section 11.3 [Expenses; Indemnity; Damage Waiver] shall continue in effect for the benefit of resignation from any such retiring Agent, the Issuer shall promptly give notice thereof to the Holders in accordance with Section 12.01 Such notice shall expire at least 30 days before or after any due date for payment 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 Notes. (b) retiring Agent was acting as Agent. If any PNC resigns as Administrative Agent gives notice under this Section 10.6, PNC shall also resign as Swingline Lender and as an Issuing Lender. If PNC resigns as an Issuing Xxxxxx, it shall retain all the rights, powers, privileges and duties of an Issuing Lender with respect to all Letters of Credit issued by it that remain outstanding as of the effective date of its resignation in accordance as Xxxxxxx Xxxxxx and all Letter of Credit Obligations with this respect thereto, including the right to require the Lenders to make Participation Advances pursuant to Section 7.12 and a replacement Agent is required and by 2.10.3 [Participations, Disbursements, Reimbursement]. If PNC resigns as Swingline Lender, the tenth day before Borrower shall repay any outstanding Swing Loans on or prior to the expiration effective date of such notice resignation and, to the extent any Swing Loans remain outstanding as of the effective date of its resignation as Swingline Lender, PNC shall retain all the rights, powers, privileges and duties of a Swingline Lender with respect to such replacement has not been duly appointedSwing Loans, including the right to require the Lenders to make Base Rate Loans pursuant to Section 2.11 [Borrowings to Repay Swing Loans]. Upon the appointment of a successor Administrative Agent hereunder, such successor shall (i) succeed to all of the rights, powers, privileges and duties of PNC as a retiring Swingline Lender and Xxxxxxx Xxxxxx, Administrative Agent may itself appoint as and Collateral Agent and PNC shall be discharged from all of its replacement any reputable and experienced financial institution or may petition a court of competent jurisdiction, with costs and expenses properly incurred by the Agent in relation to such petition to be paid by the Issuer. Immediately following such appointment, the Issuer shall give notice of such appointment to the Trustee, the remaining Agents and the Holders whereupon the Issuer, the Trustee, the remaining Agents and the replacement Agent shall acquire and become subject to the same rights respective duties and obligations between themselves as if they had entered into an agreement Swingline Lender and Issuing Lender, Administrative Agent and Collateral Agent under the Loan Documents, and (ii) issue letters of credit in substitution for the form mutatis mutandis Letters of this Indenture. (c) Upon its resignation becoming effective the Paying Agent shall forthwith transfer all moneys held Credit issued by it hereunderPNC, if any, outstanding at the time of such succession or make other arrangements satisfactory to PNC to effectively assume the obligations of PNC with respect to such Letters of Credit. If the Person serving as Administrative Agent is a Defaulting Lender pursuant to clause (d) of the definition thereof, the Required Lenders may, to the successor Paying Agent orextent permitted by applicable law, if none, the Trustee or by notice in writing to the Trustee’s orderBorrower and such Person remove such Person as Administrative Agent and, but in consultation with the Borrower, appoint a successor. If no such successor shall have no other duties or responsibilities hereunder, been so appointed by the Required Lenders and shall have accepted such appointment within 30 days (or such earlier day as shall be entitled to the payment agreed by the Issuer of its remuneration for Required Lenders) (the services previously rendered hereunder and to “Removal Effective Date”), then such removal shall nonetheless become effective in accordance with such notice on the reimbursement of all reasonable expenses (including legal fees) incurred in connection therewithRemoval Effective Date.

Resignation of Agents. (a) Any The Administrative Agent and the Collateral Agent may resign its appointment hereunder at any time without and shall resign upon any removal thereof as a Lender pursuant to the need to give any reason and without being responsible for any costs associated therewith by giving terms of this Agreement upon at least thirty (30) days’ prior written notice to the Issuer Lenders and the Trustee (and in the case of Borrower. Any resignation of the Paying Administrative Agent or the Paying Collateral Agent giving 30 days’ written notice) (waivable by shall not be effective until a replacement therefor is appointed pursuant to the Issuer and the Trustee), provided that in the case of terms hereof. Upon any such resignation of the Paying Administrative Agent or any Collateral Agent, the Required Lenders and, so long as no such resignation Event of Default shall take effect until then exist, with the consent of the Borrower (which consent shall not be unreasonably withheld or delayed) shall have the right to appoint a new Paying successor Administrative Agent or Collateral Agent, as the case may be. If no successor Administrative Agent or Collateral Agent, as the case may be, shall have been so appointed by the Issuer to exercise Required Lenders and shall have accepted such appointment within thirty (30) days after the powers and undertake the duties hereby conferred and imposed upon the Paying retiring Administrative Agent. Following receipt ’s or Collateral Agent’s giving of a notice of resignation from any resignation, then the retiring Administrative Agent or Collateral Agent, as the Issuer case may be, may, on behalf of the Lenders and, so long as no Event of Default shall promptly give notice then exist, with the consent of the Borrower (which consent shall not be unreasonably withheld or delayed) appoint a successor Administrative Agent or Collateral Agent, as the case may be, which shall be any Lender hereunder or any commercial bank organized under the laws of the United States of America or of any State thereof to the Holders in accordance with Section 12.01 Such notice shall expire and having a combined capital and surplus of at least 30 days before $1,000,000,000. Upon the acceptance of its appointment as the Administrative Agent or after any due date for payment in respect the Collateral Agent hereunder, such successor Administrative Agent or Collateral Agent, as the case may be, shall thereupon succeed to and become vested with all the rights and duties of the Notes. (b) If retiring Administrative Agent or Collateral Agent, as the case may be, under the Credit Documents, and the retiring Administrative Agent or Collateral Agent shall be discharged from its duties and obligations thereunder. After any retiring Administrative Agent’s or Collateral Agent’s resignation hereunder as Administrative Agent gives notice or Collateral Agent, as the case may be, the provisions of this Article 9 and all protective provisions of the other Credit Documents shall inure to its resignation in accordance with this Section 7.12 and a replacement Agent is required and by the tenth day before the expiration of such notice such replacement has not been duly appointed, such Agent may itself appoint benefit as its replacement to any reputable and experienced financial institution actions taken or may petition a court of competent jurisdiction, with costs and expenses properly incurred by the Agent in relation to such petition omitted to be paid by the Issuer. Immediately following such appointment, the Issuer shall give notice of such appointment to the Trustee, the remaining Agents and the Holders whereupon the Issuer, the Trustee, the remaining Agents and the replacement Agent shall acquire and become subject to the same rights and obligations between themselves as if they had entered into an agreement in the form mutatis mutandis of this Indenture. (c) Upon its resignation becoming effective the Paying Agent shall forthwith transfer all moneys held taken by it hereunderwhile it was Administrative Agent or Collateral Agent, if any, to as the successor Paying Agent or, if none, the Trustee or to the Trustee’s order, but shall have no other duties or responsibilities hereunder, and shall be entitled to the payment by the Issuer of its remuneration for the services previously rendered hereunder and to the reimbursement of all reasonable expenses (including legal fees) incurred in connection therewithcase may be.

Resignation of Agents. (a) Any Agent may resign its appointment hereunder at any time without the need to give any reason and without being responsible for any costs associated therewith by giving notice to the Issuer and the Trustee and (and except in the case of resignation of the Principal Paying Agent) the Principal Paying Agent the Paying Agent giving 30 days’ written notice) notice to that effect (waivable by the Issuer and the Trustee), ; provided that in the case of resignation of the Principal Paying Agent no such resignation shall take effect until a new Principal Paying Agent (approved in advance in writing by the Trustee) shall have been appointed by the Issuer to exercise the powers and undertake the duties hereby conferred and imposed upon the Principal Paying Agent. Following receipt of a notice of resignation from any Agent, the Issuer shall promptly give notice thereof to the Holders in accordance with Section 12.01 12.02. Such notice shall expire at least 30 days before or after any due date for payment in respect of the Notes. (b) If any Agent gives notice of its resignation in accordance with this Section 7.12 7.11 and a replacement Agent is required and by the tenth day before the expiration of such notice such replacement has not been duly appointed, such Agent may itself appoint as its replacement any reputable and experienced financial institution or may petition a court of competent jurisdiction, with costs and expenses properly incurred by the Agent in relation to such petition to be paid by the Issuerinstitution. Immediately following such appointment, the Issuer shall give notice of such appointment to the Trustee, the remaining Agents and the Holders whereupon the Issuer, the Trustee, the remaining Agents and the replacement Agent shall acquire and become subject to the same rights and obligations between themselves as if they had entered into an agreement in the form mutatis mutandis of this Indenture. (c) Upon its resignation becoming effective the Principal Paying Agent shall forthwith transfer all moneys held by it hereunder, if any, hereunder hereof to the successor Principal Paying Agent or, if none, the Trustee or to the Trustee’s order, but shall have no other duties or responsibilities hereunder, and shall be entitled to the payment by the Issuer of its remuneration for the services previously rendered hereunder and to the reimbursement of all reasonable expenses (including legal fees) incurred in connection therewith.

Resignation of Agents. Either Agent may at any time give written notice of its resignation to the Lenders, the L/C Issuer and the Lead Borrower. Upon receipt of any such notice of resignation, the Required Lenders shall have the right, with the consent of the Lead Borrower (such consent not to be unreasonably withheld or delayed) unless an Event of Default has occurred and is continuing, to appoint a successor, which shall be an Eligible Assignee. If no such successor shall have been so appointed by the Required Lenders and shall have accepted such appointment within 30 days after the retiring Agent gives notice of its resignation, then the retiring Agent may on behalf of the Lenders and the L/C Issuer appoint a successor Administrative Agent or Collateral Agent, as applicable, meeting the qualifications set forth above; provided that, if the Administrative Agent or the Collateral 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 (a) Any the retiring Agent may resign shall be discharged from its appointment duties and obligations hereunder at any time without and under the need to give any reason and without being responsible for any costs associated therewith by giving notice to the Issuer and the Trustee other Loan Documents (and in the case of resignation of the Paying Agent the Paying Agent giving 30 days’ written notice) (waivable by the Issuer and the Trustee), provided except that in the case of resignation any Collateral held by the Collateral Agent on behalf of the Paying Agent no such resignation shall take effect until a new Paying Lenders or the L/C Issuer under any of the Loan Documents, the retiring Collateral Agent shall have been appointed continue to hold such collateral security until such time as a successor Collateral Agent is appointed) and (b) all payments, communications and determinations provided to be made by, to or through the Administrative Agent shall instead be made by or to each Lender and the L/C Issuer directly, until such time as the Required Lenders (in consultation with the Lead Borrower) appoint a successor Administrative Agent as provided for above in this Section 9.06. Upon the acceptance of a successor’s appointment as Administrative Agent or Collateral Agent, as applicable, 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 9.06). The fees payable by the Issuer Borrowers to exercise a successor Administrative Agent shall be the powers same as those payable to its predecessor unless otherwise agreed between the Lead Borrower and undertake such successor. After the duties hereby conferred retiring Agent’s resignation hereunder and imposed upon under the Paying Agent. Following receipt other Loan Documents, the provisions of a notice this Article IX and Section 10.04 shall continue in effect for the benefit of resignation from any such retiring Agent, the Issuer shall promptly give notice thereof to the Holders in accordance with Section 12.01 Such notice shall expire at least 30 days before or after any due date for payment 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 Notes. retiring Agent was acting as Administrative Agent or Collateral Agent hereunder. Any resignation by Bank of America as Administrative Agent pursuant to this Section 9.06 shall also constitute its resignation as L/C Issuer and Swing Line Lender. Upon the acceptance of a successor’s appointment as Administrative Agent hereunder, (a) such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring L/C Issuer and Swing Line Lender, (b) If any Agent gives notice the retiring L/C Issuer and Swing Line Lender shall be discharged from all of its resignation in accordance with this Section 7.12 and a replacement Agent is required and by the tenth day before the expiration of such notice such replacement has not been duly appointed, such Agent may itself appoint as its replacement any reputable and experienced financial institution or may petition a court of competent jurisdiction, with costs and expenses properly incurred by the Agent in relation to such petition to be paid by the Issuer. Immediately following such appointment, the Issuer shall give notice of such appointment to the Trustee, the remaining Agents and the Holders whereupon the Issuer, the Trustee, the remaining Agents and the replacement Agent shall acquire and become subject to the same rights their respective duties and obligations between themselves as if they had entered into an agreement in hereunder or under the form mutatis mutandis of this Indenture. other Loan Documents, and (c) Upon its resignation becoming effective the Paying Agent successor L/C Issuer shall forthwith transfer all moneys held by it hereunderissue 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 successor Paying Agent or, if noneretiring L/C Issuer to effectively assume the obligations of the retiring L/C Issuer with respect to such Letters of Credit. After the retiring L/C Issuer’s resignation hereunder and under the other Loan Documents, the Trustee or to the Trustee’s order, but provisions of this Article IX and Section 10.04 shall have no other duties or responsibilities hereunder, and shall be entitled to the payment by the Issuer of its remuneration continue in effect for the services previously rendered hereunder benefit of such retiring L/C Issuer, 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 reimbursement of all reasonable expenses (including legal fees) incurred in connection therewithretiring L/C Issuer was acting as the L/C Issuer hereunder.

Resignation of Agents. (a) Any The Administrative Agent and the Multicurrency Agent may resign its appointment hereunder each, at any time without the need to time, give any reason and without being responsible for any costs associated therewith by giving written notice of its resignation to the Issuer Lenders and the Trustee (and Borrower. Upon receipt of any such written notice of resignation, the Required Lenders shall have the right, in consultation with the Borrower, to appoint a successor, which shall be a bank with an office in the case United States of America, reasonably acceptable to Borrower, 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 30 days after the retiring Administrative Agent or Multicurrency Agent, as applicable, gives notice of its resignation (or such earlier day as shall be agreed by the Required Lenders) (the “Resignation Effective Date”), then the retiring Administrative Agent or Multicurrency Agent, as applicable, may (but shall not be obligated to), on behalf of the Paying Lenders, appoint a successor Administrative Agent or Multicurrency Agent, as applicable, reasonably acceptable to Borrower, meeting the Paying qualifications set forth above. Whether or not a successor has been appointed, such resignation shall become effective in accordance with such notice on the Resignation Effective Date. With effect from the Resignation Effective Date, the retiring Administrative Agent giving 30 days’ written notice) or Multicurrency Agent, as applicable, shall be discharged from its duties and obligations hereunder and under the other Loan Documents (waivable by the Issuer and the Trustee), provided except that in the case of resignation any collateral security held by the Administrative Agent on behalf of the Paying Agent no such resignation shall take effect until a new Paying Lenders under any of the Loan Documents, the retiring Administrative Agent shall have been appointed by continue to hold such collateral security until such time as a successor Administrative Agent is appointed) and all payments, communications and determinations provided to be made by, to or through the Issuer to exercise the powers and undertake the duties hereby conferred and imposed upon the Paying Agent. Following receipt of a notice of resignation from any Administrative Agent or Multicurrency Agent, the Issuer as applicable, shall promptly give notice thereof instead be made by or to the Holders in accordance with Section 12.01 Such notice shall expire at least 30 days before or after any due date for payment in respect of the Notes. (b) If any Agent gives notice of its resignation in accordance with this Section 7.12 and a replacement Agent is required and by the tenth day before the expiration of each Lender directly, until such notice such replacement has not been duly appointed, such Agent may itself appoint as its replacement any reputable and experienced financial institution or may petition a court of competent jurisdiction, with costs and expenses properly incurred by the Agent in relation to such petition to be paid by the Issuer. Immediately following such appointment, the Issuer shall give notice of such appointment to the Trustee, the remaining Agents and the Holders whereupon the Issuer, the Trustee, the remaining Agents and the replacement Agent shall acquire and become subject to the same rights and obligations between themselves as if they had entered into an agreement in the form mutatis mutandis of this Indenture. (c) Upon its resignation becoming effective the Paying Agent shall forthwith transfer all moneys held by it hereundertime, if any, as the Required Lenders appoint a successor Administrative Agent or Multicurrency Agent, as applicable, as provided for above in this paragraph. Upon the acceptance of a successor’s appointment as Administrative Agent or Multicurrency Agent, as applicable, 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 or Multicurrency Agent, as applicable, and the retiring Administrative Agent or Multicurrency Agent, as applicable, 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 paragraph). The fees payable by the Borrower to a successor Paying Administrative Agent oror Multicurrency Agent, if noneas applicable, shall be the same as those payable to its predecessor unless otherwise agreed between the Borrower and such successor. After the retiring Administrative Agent’s or Multicurrency Agent’s, as applicable, resignation hereunder and under the other Loan Documents, the Trustee or to the Trustee’s order, but provisions of this Article and Section 9.03 shall have no other duties or responsibilities hereunder, and shall be entitled to the payment by the Issuer of its remuneration continue in effect for the services previously rendered hereunder benefit of such retiring Administrative Agent or Multicurrency Agent, as applicable, their respective sub‑agents and their respective Related Parties in respect of any actions taken or omitted to be taken by any of them while the reimbursement of all reasonable expenses (including legal fees) incurred in connection therewithretiring Administrative Agent or Multicurrency Agent, as applicable, was acting as Administrative Agent or Multicurrency Agent, as applicable.

Resignation of Agents. (a) Any The Administrative Agent and the Other Agents may resign its appointment hereunder at any time without and shall resign upon any removal thereof as a Lender pursuant to the need to give any reason and without being responsible for any costs associated therewith by giving terms of this Agreement upon at least thirty (30) days’ prior written notice to the Issuer Lenders and the Trustee (and in the case of Borrowers. Any resignation of the Paying Administrative Agent shall not be effective until a replacement therefor is appointed pursuant to the Paying Agent giving 30 days’ written notice) (waivable by the Issuer and the Trustee), provided that in the case of terms hereof. Upon any such resignation of the Paying Agent Administrative Agent, the Required Lenders and, so long as no such resignation Event of Default shall take effect until then exist, with the consent of the Borrowers (which consent shall not be unreasonably withheld or delayed) shall have the right to appoint a new Paying successor Administrative Agent. If no successor Administrative Agent shall have been so appointed by the Issuer to exercise Required Lenders and shall have accepted such appointment within thirty (30) days after the powers and undertake the duties hereby conferred and imposed upon the Paying retiring Administrative Agent. Following receipt ’s giving of a notice of resignation, then the retiring Administrative Agent may, on behalf of the Lenders and, so long as no Event of Default shall then exist, with the consent of the Borrowers (which consent shall not be unreasonably withheld or delayed) appoint a successor Administrative Agent which shall be any Lender hereunder or any commercial bank organized under the 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 thereupon succeed to and become vested with all the rights and duties of the retiring Administrative Agent under the Credit Documents; and the retiring Administrative Agent shall be discharged from its duties and obligations thereunder. After any retiring Administrative Agent’s or Other Agent’s resignation from any hereunder as Administrative Agent or Other Agent, as the Issuer shall promptly give notice thereof to case may be, the Holders in accordance with Section 12.01 Such notice shall expire at least 30 days before or after any due date for payment in respect provisions of this Article X and all protective provisions of the Notes. (b) If other Credit Documents shall inure to its benefit as to any Agent gives notice of its resignation in accordance with this Section 7.12 and a replacement Agent is required and by the tenth day before the expiration of such notice such replacement has not been duly appointed, such Agent may itself appoint as its replacement any reputable and experienced financial institution actions taken or may petition a court of competent jurisdiction, with costs and expenses properly incurred by the Agent in relation to such petition omitted to be paid by the Issuer. Immediately following such appointment, the Issuer shall give notice of such appointment to the Trustee, the remaining Agents and the Holders whereupon the Issuer, the Trustee, the remaining Agents and the replacement Agent shall acquire and become subject to the same rights and obligations between themselves as if they had entered into an agreement in the form mutatis mutandis of this Indenture. (c) Upon its resignation becoming effective the Paying Agent shall forthwith transfer all moneys held taken by it hereunderwhile it was Administrative Agent or Other Agent, if any, to as the successor Paying Agent or, if none, the Trustee or to the Trustee’s order, but shall have no other duties or responsibilities hereunder, and shall be entitled to the payment by the Issuer of its remuneration for the services previously rendered hereunder and to the reimbursement of all reasonable expenses (including legal fees) incurred in connection therewithcase may be.

Resignation of Agents. (a) Any Either Agent may resign its appointment hereunder at any time without the need to give any reason and without being responsible for any costs associated therewith by giving written notice of its resignation to the Issuer Lenders and the Trustee Borrower. Upon receipt of any such notice of resignation, the Required Lenders shall have the right to appoint a successor, which shall be a Lender or an Affiliate of any such Lender (having a combined capital and surplus of at least [__________]*), and which in the case of resignation the Administrative Agent shall have an office in New York. If no such successor shall have been so appointed by the Required Lenders and shall have accepted such appointment within [__________]* after the retiring Agent gives notice of its resignation, then the retiring Agent may on behalf of the Paying Lenders, appoint a successor Agent meeting the Paying qualifications set forth above; provided that if the Agent giving 30 days’ written notice) (waivable by shall notify the Issuer Borrower and the Trustee)Lenders that no qualifying Person has accepted such appointment, provided 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 resignation any collateral security held by the Collateral Agent on behalf of the Paying Agent no such resignation shall take effect until a new Paying Lenders under any of the Loan Documents, the retiring Collateral Agent shall have been appointed continue to hold such collateral security 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 such 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 paragraph. 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 paragraph). The fees payable by the Issuer Borrower to exercise a successor Agent shall be the powers same as those payable to its predecessor unless otherwise agreed between the Borrower and undertake such successor. After the duties hereby conferred retiring Agent’s resignation hereunder and imposed upon under the Paying Agent. Following receipt other Loan Documents, the provisions of a notice this Article and Section 9.4 shall continue in effect for the benefit of resignation from any such retiring Agent, the Issuer shall promptly give notice thereof to the Holders in accordance with Section 12.01 Such notice shall expire at least 30 days before or after any due date for payment its subagents and their respective Related Parties in respect of the Notes. (b) If any Agent gives notice of its resignation in accordance with this Section 7.12 and a replacement Agent is required and by the tenth day before the expiration of such notice such replacement has not been duly appointed, such Agent may itself appoint as its replacement any reputable and experienced financial institution actions taken or may petition a court of competent jurisdiction, with costs and expenses properly incurred by the Agent in relation to such petition omitted to be paid taken by any of them while the Issuerretiring Agent was acting as Agent. Immediately following such appointment, *Information marked with an asterisk herein has been omitted and filed separately with the Issuer shall give notice of such appointment Commission pursuant to the Trustee, the remaining Agents and the Holders whereupon the Issuer, the Trustee, the remaining Agents and the replacement Agent shall acquire and become subject to the same rights and obligations between themselves as if they had entered into an agreement in the form mutatis mutandis of this Indenturea request for confidential treatment. (c) Upon its resignation becoming effective the Paying Agent shall forthwith transfer all moneys held by it hereunder, if any, to the successor Paying Agent or, if none, the Trustee or to the Trustee’s order, but shall have no other duties or responsibilities hereunder, and shall be entitled to the payment by the Issuer of its remuneration for the services previously rendered hereunder and to the reimbursement of all reasonable expenses (including legal fees) incurred in connection therewith.

Resignation of Agents. Each Agent may at any time give notice of its resignation to the Lenders and the Borrowers. Upon receipt of any such notice of resignation, the Required Lenders shall have the right, in consultation with the Borrowers, to appoint a successor, which shall be a bank with an office in the United States, or an Affiliate of any such bank with an office in the United States. If no such successor shall have been so appointed by the Required Lenders and shall have accepted such appointment within 30 days after the retiring Agent gives notice of its resignation, then the retiring Agent may on behalf of the Lenders, appoint a successor Agent meeting the qualifications set forth above; provided that if the retiring Agent shall notify the 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 (a) Any the retiring Agent may resign shall be discharged from its appointment duties and obligations hereunder at any time without and under the need to give any reason and without being responsible for any costs associated therewith by giving notice to the Issuer and the Trustee other Loan Documents (and in the case of resignation of the Paying Agent the Paying Agent giving 30 days’ written notice) (waivable by the Issuer and the Trustee), provided except that in the case of resignation any collateral security held by the Collateral Agent on behalf of the Paying Agent no such resignation shall take effect until a new Paying Lenders under any of the Loan Documents, the retiring Collateral Agent shall have been appointed continue to hold such collateral security until such time as a successor Collateral Agent is appointed) and (b) all payments, communications and determinations provided to be made by, to or through the retiring 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 Administrative Agent, Collateral Agent or Payment Agent hereunder, as applicable, 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 Issuer Borrowers to exercise a successor Agent shall be the powers same as those payable to its predecessor unless otherwise agreed between the Borrowers and undertake such successor. After the duties hereby conferred retiring Agent’s resignation hereunder and imposed upon under the Paying Agent. Following receipt other Loan Documents, the provisions of a notice this Article and Section 11.04 shall continue in effect for the benefit of resignation from any such retiring Agent, the Issuer shall promptly give notice thereof to the Holders in accordance with Section 12.01 Such notice shall expire at least 30 days before or after any due date for payment its sub-agents and their respective Related Parties in respect of the Notes. (b) If any Agent gives notice of its resignation in accordance with this Section 7.12 and a replacement Agent is required and by the tenth day before the expiration of such notice such replacement has not been duly appointed, such Agent may itself appoint as its replacement any reputable and experienced financial institution actions taken or may petition a court of competent jurisdiction, with costs and expenses properly incurred by the Agent in relation to such petition omitted to be paid taken by any of them while the Issuer. Immediately following such appointmentretiring Agent was acting as Administrative Agent, the Issuer shall give notice of such appointment to the TrusteeCollateral Agent or Payment Agent, the remaining Agents and the Holders whereupon the Issuer, the Trustee, the remaining Agents and the replacement Agent shall acquire and become subject to the same rights and obligations between themselves as if they had entered into an agreement in the form mutatis mutandis of this Indentureapplicable. (c) Upon its resignation becoming effective the Paying Agent shall forthwith transfer all moneys held by it hereunder, if any, to the successor Paying Agent or, if none, the Trustee or to the Trustee’s order, but shall have no other duties or responsibilities hereunder, and shall be entitled to the payment by the Issuer of its remuneration for the services previously rendered hereunder and to the reimbursement of all reasonable expenses (including legal fees) incurred in connection therewith.

Resignation of Agents. (a) Any Agent may resign its appointment hereunder at any time without the need to give any reason and without being responsible for any costs associated therewith by giving notice to the Issuer and the Trustee and (and except in the case of resignation of the Principal Paying Agent) the Principal Paying Agent the Paying Agent giving 30 days’ written notice) notice to that effect (waivable by the Issuer and the Trustee), ; provided that in the case of resignation of the Principal Paying Agent no such resignation shall take effect until a new Principal Paying Agent (approved in advance in writing by the Trustee) shall have been appointed by the Issuer to exercise the powers and undertake the duties hereby conferred and imposed upon the Principal Paying Agent. Following receipt of a notice of resignation from any Agent, the Issuer shall promptly give notice thereof to the Holders in accordance with Section 12.01 11.01. Such notice shall expire at least 30 days before or after any due date for payment in respect of the Notes. (b) If any Agent gives notice of its resignation in accordance with this Section 7.12 7.10 and a replacement Agent is required and by the tenth day before the expiration of such notice such replacement has not been duly appointed, such Agent may itself appoint as its replacement any reputable and experienced financial institution or may petition a court of competent jurisdiction, with costs and expenses properly incurred by the Agent in relation to such petition to be paid by the Issuerinstitution. Immediately following such appointment, the Issuer shall give notice of such appointment to the Trustee, the remaining Agents and the Holders whereupon the Issuer, the Trustee, the remaining Agents and the replacement Agent shall acquire and become subject to the same rights and obligations between themselves as if they had entered into an agreement in the form mutatis mutandis of this Indenture. (c) Upon its resignation becoming effective the Principal Paying Agent shall forthwith transfer all moneys held by it hereunder, if any, hereunder hereof to the successor Principal Paying Agent or, if none, the Trustee or to the Trustee’s order, but shall have no other duties or responsibilities hereunder, and shall be entitled to the payment by the Issuer of its remuneration for the services previously rendered hereunder and to the reimbursement of all reasonable expenses (including legal fees) incurred in connection therewith.

Resignation of Agents. (a) Any The Administrative Agent and/or Syndication Agent may resign its appointment hereunder at any time without the need to give any reason and without being responsible for any costs associated therewith by giving notice of its resignation to the Issuer Lenders, the Issuing Lender and the Trustee Borrower. Upon receipt of any such notice of resignation, the Required Lenders shall have the right, with approval from the Borrower (so long as no Event of Default has occurred and in is continuing), to appoint a successor, such approval not to be unreasonably withheld or delayed. If no such successor shall have been so appointed by the case Required Lenders and shall have accepted such appointment within thirty (30) days after the retiring Administrative Agent and/or Syndication Agent gives notice of resignation its resignation, then the retiring Administrative Agent and/or Syndication Agent may on behalf of the Paying Agent the Paying Agent giving 30 days’ written notice) (waivable by the Issuer Lenders and the Trustee)Issuing Lender, appoint a successor Administrative Agent and/or Syndication Agent meeting the qualifications set forth above; provided that if the Administrative Agent and/or Syndication 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 (i) the retiring Administrative Agent and/or Syndication Agent shall be discharged from its duties and obligations hereunder and under the other Loan Documents (except that in the case of resignation any collateral security held by the Administrative Agent on behalf of the Paying Agent no such resignation shall take effect until a new Paying Lenders or the Issuing Lender under any of the Loan Documents, the retiring Administrative Agent shall have been appointed continue to hold such collateral security until such time as a successor Administrative Agent is appointed) and (ii) 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 Issuing Lender directly, until such time as the Required Lenders appoint a successor Administrative Agent as provided for above in this Section 10.6. Upon the acceptance of a successor’s appointment as Administrative Agent and/or Syndication 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/or Syndication Agent, and the retiring Administrative Agent and/or Syndication 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 Issuer Borrower to exercise a successor Administrative Agent shall be the powers same as those payable to its predecessor unless otherwise agreed between the Borrower and undertake such successor. After the duties hereby conferred retiring Administrative Agent’s and/or Syndication Agent resignation hereunder and imposed upon under the Paying Agent. Following receipt other Loan Documents, the provisions of a notice this Section 10.6 and Section 11.3 [Expenses; Indemnity; Damage Waiver] shall continue in effect for the benefit of resignation from any such retiring Administrative Agent and/or Syndication Agent, the Issuer shall promptly give notice thereof to the Holders in accordance with Section 12.01 Such notice shall expire at least 30 days before or after any due date for payment their sub-agents and their respective Related Parties in respect of any actions taken or omitted to be taken by any of them while the Notes. retiring Administrative Agent and/or Syndication Agent was acting as Administrative Agent and/or Syndication Agent, as applicable. If PNC resigns as Administrative Agent under this Section 10.6, PNC shall also resign as an Issuing Lender; provided that if there are any Letters of Credit outstanding with PNC as the Issuing Lender at the time of PNC’s resignation as the Administrative Agent, notwithstanding any provision to the contrary in the foregoing paragraph, PNC’s resignation as the Issuing Lender shall not be effective until a successor Administrative Agent has been appointed and the provisions of clause (bii) If any in the following sentence have been satisfied. Upon the appointment of a successor Administrative Agent gives notice hereunder, such successor shall (i) succeed to all of the rights, powers, privileges and duties of PNC as the retiring Issuing Lender and Administrative Agent and PNC shall be discharged from all of its resignation in accordance with this Section 7.12 and a replacement Agent is required and by the tenth day before the expiration of such notice such replacement has not been duly appointed, such Agent may itself appoint as its replacement any reputable and experienced financial institution or may petition a court of competent jurisdiction, with costs and expenses properly incurred by the Agent in relation to such petition to be paid by the Issuer. Immediately following such appointment, the Issuer shall give notice of such appointment to the Trustee, the remaining Agents and the Holders whereupon the Issuer, the Trustee, the remaining Agents and the replacement Agent shall acquire and become subject to the same rights respective duties and obligations between themselves as if they had entered into an agreement Issuing Lender and Administrative Agent under the Loan Documents, and (ii) issue letters of credit in substitution for the form mutatis mutandis Letters of this Indenture. (c) Upon its resignation becoming effective the Paying Agent shall forthwith transfer all moneys held Credit issued by it hereunderPNC, 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. If the Person serving as Administrative Agent is a Defaulting Lender pursuant to clause (d) of the definition thereof, the Required Lenders may, to the successor Paying Agent orextent permitted by applicable law, if none, the Trustee or by notice in writing to the Trustee’s orderBorrower and such Person remove such Person as Administrative Agent and, but in consultation with the Borrower, appoint a successor. If no such successor shall have no other duties or responsibilities hereunder, been so appointed by the Required Lenders and shall have accepted such appointment within 30 days (or such earlier day as shall be entitled to the payment agreed by the Issuer of its remuneration for Required Lenders) (the services previously rendered hereunder and to “Removal Effective Date”), then such removal shall nonetheless become effective in accordance with such notice on the reimbursement of all reasonable expenses (including legal fees) incurred in connection therewithRemoval Effective Date.

Resignation of Agents. (a) Any The Administrative Agent and the Other Agents may resign its appointment hereunder at any time without and shall resign upon any removal thereof as a Lender pursuant to the need to give any reason and without being responsible for any costs associated therewith by giving terms of this Agreement upon at least thirty (30) days’ prior written notice to the Issuer Lenders and the Trustee (and in the case of Borrower. Any resignation of the Paying Administrative Agent shall not be effective until a replacement therefor is appointed pursuant to the Paying Agent giving 30 days’ written notice) (waivable by the Issuer and the Trustee), provided that in the case of terms hereof. Upon any such resignation of the Paying Administrative Agent or any Other Agent, the Required Lenders and, so long as no such resignation Event of Default shall take effect until then exist, with the consent of the Borrower (which consent shall not be unreasonably withheld or delayed) shall have the right to appoint a new Paying successor Administrative Agent or Other Agent, as the case may be. If no successor Administrative Agent or Other Agent, as the case may be, shall have been so appointed by the Issuer to exercise Required Lenders and shall have accepted such appointment within thirty (30) days after the powers and undertake the duties hereby conferred and imposed upon the Paying retiring Administrative Agent. Following receipt ’s or Other Agent’s giving of a notice of resignation from any resignation, then the retiring Administrative Agent or Other Agent, as the Issuer case may be, may, on behalf of the Lenders and, so long as no Event of Default shall promptly give notice then exist, with the consent of the Borrower (which consent shall not be unreasonably withheld or delayed) appoint a successor Administrative Agent or Other Agent, as the case may be, which shall be any Lender hereunder or any commercial bank organized under the laws of the United States of America or of any State thereof to the Holders in accordance with Section 12.01 Such notice shall expire and having a combined capital and surplus of at least 30 days before $1,000,000,000. Upon the acceptance of its appointment as the Administrative Agent or after any due date for payment in respect the Other Agent hereunder, such successor Administrative Agent or Other Agent, as the case may be, shall thereupon succeed to and become vested with all the rights and duties of the Notes. (b) If retiring Administrative Agent or Other Agent, as the case may be, under the Credit Documents, and the retiring Administrative Agent or Other Agent shall be discharged from its duties and obligations thereunder. After any retiring Administrative Agent’s or Other Agent’s resignation hereunder as Administrative Agent gives notice or Other Agent, as the case may be, the provisions of this Article 9 and all protective provisions of the other Credit Documents shall inure to its resignation in accordance with this Section 7.12 and a replacement Agent is required and by the tenth day before the expiration of such notice such replacement has not been duly appointed, such Agent may itself appoint benefit as its replacement to any reputable and experienced financial institution actions taken or may petition a court of competent jurisdiction, with costs and expenses properly incurred by the Agent in relation to such petition omitted to be paid by the Issuer. Immediately following such appointment, the Issuer shall give notice of such appointment to the Trustee, the remaining Agents and the Holders whereupon the Issuer, the Trustee, the remaining Agents and the replacement Agent shall acquire and become subject to the same rights and obligations between themselves as if they had entered into an agreement in the form mutatis mutandis of this Indenture. (c) Upon its resignation becoming effective the Paying Agent shall forthwith transfer all moneys held taken by it hereunderwhile it was Administrative Agent or Other Agent, if any, to as the successor Paying Agent or, if none, the Trustee or to the Trustee’s order, but shall have no other duties or responsibilities hereunder, and shall be entitled to the payment by the Issuer of its remuneration for the services previously rendered hereunder and to the reimbursement of all reasonable expenses (including legal fees) incurred in connection therewithcase may be.

Resignation of Agents. (a) Any The Administrative Agent and the Collateral Agent may resign its appointment hereunder at any time without and, solely with respect to the need Administrative Agent, shall resign upon any removal thereof as a Lender pursuant to give any reason and without being responsible for any costs associated therewith by giving the terms of this Agreement upon at least thirty (30) days’ prior written notice to the Issuer Lenders and the Trustee (and in the case of Borrower. Upon any such resignation of the Paying Administrative Agent or the Paying Collateral Agent, the Required Lenders and, so long as no Event of Default shall then exist, with the consent of the Borrower (which consent shall not be unreasonably withheld or delayed), shall have the right to appoint a successor Administrative Agent giving 30 days’ written notice) (waivable or Collateral Agent, as the case may be. If no successor Administrative Agent or Collateral Agent, as the case may be, shall have been so appointed by the Issuer Required Lenders and shall have accepted such appointment within thirty (30) days after the Trusteeretiring Administrative Agent’s or Collateral Agent’s giving of notice of resignation, then the retiring Administrative Agent or Collateral Agent, as the case may be, may (but shall not be required to), provided that in on behalf of the Lenders and, so long as no Event of Default shall then exist, with the consent of the Borrower (which consent shall not be unreasonably withheld or delayed), appoint a successor Administrative Agent or Collateral Agent, as the case of resignation may be, which shall be any Lender hereunder or any commercial bank or trust company organized under the laws of the Paying United States of America or of any State thereof and having a combined capital and surplus of at least $500,000,000. If no successor Administrative Agent no such resignation shall take effect until a new Paying or Collateral Agent shall have been appointed within forty-five (45) days after the retiring Administrative Agent’s or Collateral Agent’s giving of notice of resignation, then the retiring Administrative Agent or Collateral Agent, as applicable, may, at the expense of the Borrower, petition a court of competent jurisdiction for the appointment of a successor Administrative Agent or Collateral Agent. Upon the acceptance of its appointment as the Administrative Agent or the Collateral Agent hereunder, such successor Administrative Agent or Collateral Agent, as the case may be, shall thereupon succeed to and become vested with all the rights and duties of the retiring Administrative Agent or Collateral Agent, as the case may be, under the Credit Documents, and the retiring Collateral Agent shall, upon payment of its fees and expenses hereunder, deliver all Collateral then in its possession to the successor Collateral Agent and shall, at the direction and cost of the Borrower, execute and deliver such notices, instructions and assignments as may be necessary or desirable to transfer the rights of the Collateral Agent with respect to any such Collateral to the successor Collateral Agent. Whether or not a successor Administrative Agent or Collateral Agent shall have been so appointed, the resignation of the Administrative Agent or Collateral Agent shall become effective on the date specified in its notice of resignation, and the retiring Administrative Agent or Collateral Agent shall be discharged from its duties and obligations thereunder; provided, however, that until a successor Collateral Agent is so appointed by the Issuer to exercise the powers and undertake the duties hereby conferred and imposed upon the Paying Agent. Following receipt of a notice of resignation from any AgentRequired Lenders, the Issuer shall promptly give notice thereof to the Holders in accordance with Section 12.01 Such notice shall expire at least 30 days before or after any due date for payment in respect of the Notes. (b) If any Agent gives notice of its resignation in accordance with this Section 7.12 and a replacement Agent is required and by the tenth day before the expiration of such notice such replacement has not been duly appointed, such retiring Collateral Agent may itself appoint as its replacement any reputable and experienced financial institution or may petition by a court of competent jurisdiction, with costs any collateral security held by such Collateral Agent on behalf of the Lenders and expenses properly incurred Issuing Banks under any of the Credit Documents shall continue to be held by the retiring Collateral Agent as nominee until such time as a successor Collateral Agent is appointed. After any ​ ‌ ​ ‌ ​ ​ retiring Administrative Agent’s or Collateral Agent’s resignation hereunder as Administrative Agent or Collateral Agent, as the case may be, the provisions of this Article 9 and all protective provisions of the other Credit Documents shall thereafter continue in relation effect for its benefit as to such petition any actions taken or omitted to be paid taken by it while it was Administrative Agent or Collateral Agent, as the Issuercase may be. Immediately following Any corporation or entity into which the Collateral Agent may be merged or converted or with which it may be consolidated or any corporation resulting from any merger, conversion or consolidation to which the Collateral Agent shall be a party, or any corporation or entity succeeding to all or substantially all of the corporate trust business of the Collateral Agent shall be the successor Collateral Agent hereunder without the execution or filing of any paper with any party hereto or any further act on the part of any of the parties hereto except where an instrument of transfer or assignment is required by law to effect such appointmentsuccession, the Issuer shall give notice of such appointment anything herein to the Trustee, the remaining Agents and the Holders whereupon the Issuer, the Trustee, the remaining Agents and the replacement Agent shall acquire and become subject to the same rights and obligations between themselves as if they had entered into an agreement in the form mutatis mutandis of this Indenturecontrary notwithstanding. (c) Upon its resignation becoming effective the Paying Agent shall forthwith transfer all moneys held by it hereunder, if any, to the successor Paying Agent or, if none, the Trustee or to the Trustee’s order, but shall have no other duties or responsibilities hereunder, and shall be entitled to the payment by the Issuer of its remuneration for the services previously rendered hereunder and to the reimbursement of all reasonable expenses (including legal fees) incurred in connection therewith.

Resignation of Agents. (a) Any Either Agent may resign its appointment hereunder at any time without the need to give any reason and without being responsible for any costs associated therewith by giving written notice of its resignation to the Lenders, the L/C Issuer and the Trustee (and Lead Borrower. Upon receipt of any such notice of resignation, the Required Lenders shall have the right, in consultation with the Lead Borrower, to appoint a successor, which shall be a bank with an office in the case United States, or an Affiliate of resignation any such bank with an office in the United States. If no such successor shall have been so appointed by the Required Lenders and shall have accepted such appointment within 30 days after the retiring Agent gives notice of its resignation, then the retiring Agent may on behalf of the Paying Agent the Paying Agent giving 30 days’ written notice) (waivable by the Issuer Lenders and the Trustee)L/C Issuer, appoint a successor Administrative Agent or Collateral Agent, as applicable, meeting the qualifications set forth above; provided that if the Administrative Agent or the Collateral 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 resignation any Collateral held by the Collateral Agent on behalf of the Paying Agent no such resignation shall take effect until a new Paying Lenders or the L/C Issuer under any of the Loan Documents, the retiring Collateral Agent shall have been appointed continue to hold such collateral security 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 Administrative 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 Administrative Agent as provided for above in this Section. Upon the acceptance of a successor’s appointment as Administrative Agent or Collateral Agent, as applicable, 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 Issuer Borrowers to exercise a successor Administrative Agent shall be the powers same as those payable to its predecessor unless otherwise agreed between the Lead Borrower and undertake such successor. After the duties hereby conferred retiring Agent’s resignation hereunder and imposed upon under the Paying Agent. Following receipt other Loan Documents, the provisions of a notice this Article and Section 10.04 shall continue in effect for the benefit of resignation from any such retiring Agent, the Issuer shall promptly give notice thereof to the Holders in accordance with Section 12.01 Such notice shall expire at least 30 days before or after any due date for payment 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 Notes. retiring Agent was acting as Administrative Agent or Collateral Agent hereunder. Any resignation by Bank of America as Administrative Agent pursuant to this Section shall also constitute its resignation as L/C Issuer. Upon the acceptance of a successor’s appointment as Administrative Agent hereunder, (a) such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring L/C Issuer, (b) If any Agent gives notice the retiring L/C Issuer shall be discharged from all of its resignation in accordance with this Section 7.12 and a replacement Agent is required and by the tenth day before the expiration of such notice such replacement has not been duly appointed, such Agent may itself appoint as its replacement any reputable and experienced financial institution or may petition a court of competent jurisdiction, with costs and expenses properly incurred by the Agent in relation to such petition to be paid by the Issuer. Immediately following such appointment, the Issuer shall give notice of such appointment to the Trustee, the remaining Agents and the Holders whereupon the Issuer, the Trustee, the remaining Agents and the replacement Agent shall acquire and become subject to the same rights duties and obligations between themselves as if they had entered into an agreement in hereunder or under the form mutatis mutandis of this Indenture. other Loan Documents, and (c) Upon its resignation becoming effective the Paying Agent successor L/C Issuer shall forthwith transfer all moneys held by it hereunderissue 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 successor Paying Agent or, if none, retiring L/C Issuer to effectively assume the Trustee or obligations of the retiring L/C Issuer with respect to the Trustee’s order, but shall have no other duties or responsibilities hereunder, and shall be entitled to the payment by the Issuer such Letters of its remuneration for the services previously rendered hereunder and to the reimbursement of all reasonable expenses (including legal fees) incurred in connection therewithCredit.

Resignation of Agents. (a) Any Agent may resign its appointment hereunder at any time without the need to give any reason and without being responsible for any costs associated therewith by giving notice to the Issuer and the Trustee and (and except in the case of resignation of the Paying Agent Agent) the Paying Agent giving 30 days’ written notice) notice to that effect (waivable by the Issuer and the Trustee), provided that in the case of resignation of the Paying Agent no such resignation shall take effect until a new Paying Agent shall have been appointed by the Issuer to exercise the powers and undertake the duties hereby conferred and imposed upon the Paying Agent. Following receipt of a notice of resignation from any Agent, the Issuer shall promptly give notice thereof to the Holders in accordance with Section 12.01 12.01. Such notice shall expire at least 30 days before or after any due date for payment in respect of the Notes. (b) If any Agent gives notice of its resignation in accordance with this Section 7.12 7.11 and a replacement Agent is required and by the tenth day before the expiration of such notice such replacement has not been duly appointed, such Agent may itself appoint as its replacement any reputable and experienced financial institution or may petition a court of competent jurisdiction, with costs and expenses properly incurred by the Agent in relation to such petition to be paid by the Issuerinstitution. Immediately following such appointment, the Issuer shall give notice of such appointment to the Trustee, the remaining Agents and the Holders Holders, whereupon the Issuer, the Trustee, the remaining Agents and the replacement Agent shall acquire and become subject to the same rights and obligations between themselves as if they had entered into an agreement in the form mutatis mutandis of this Indenture. (c) Upon its resignation becoming effective the Paying Agent shall forthwith transfer all moneys held by it hereunder, if any, hereunder to the successor Paying Agent or, if none, to the Trustee or to the Trustee’s order, but shall have no other duties or responsibilities hereunder, and shall be entitled to the payment by the Issuer of its remuneration for the services previously rendered hereunder and to the reimbursement of all reasonable properly incurred expenses (including legal fees) incurred in connection therewith.

Resignation of Agents. (a) Any The Administrative Agent and the Collateral Agent may resign its appointment hereunder at any time without and shall resign upon any removal thereof as a Lender pursuant to the need to give any reason and without being responsible for any costs associated therewith by giving terms of this Agreement upon at least thirty (30) days’ prior written notice to the Issuer Lenders and the Trustee (and in the case of Borrower. Upon any such resignation of the Paying Administrative Agent or any Collateral Agent, the Paying Required Lenders and, so long as no Event of Default shall then exist, with the consent of the Borrower (which consent shall not be unreasonably withheld or delayed), shall have the right to appoint a successor Administrative Agent giving 30 days’ written notice) (waivable or Collateral Agent, as the case may be. If no successor Administrative Agent or Collateral Agent, as the case may be, shall have been so appointed by the Issuer Required Lenders and shall have accepted such appointment within thirty (30) days after the Trusteeretiring Administrative Agent’s or Collateral Agent’s giving of notice of resignation, then the retiring Administrative Agent or Collateral Agent, as the case may be, may, on behalf of the Lenders and, so long as no Event of Default shall then exist, with the consent of the Borrower (which consent shall not be unreasonably withheld or delayed), provided that in appoint a successor Administrative Agent or Collateral Agent, as the case of resignation may be, which shall be any Lender hereunder or any commercial bank organized under the laws of the Paying 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 no or the Collateral Agent hereunder, such resignation successor Administrative Agent or Collateral Agent, as the case may be, shall take effect until thereupon succeed to and become vested with all the rights and duties of the retiring Administrative Agent or Collateral Agent, as the case may be, under the Credit Documents. Whether or not a new Paying successor Administrative Agent or Collateral Agent shall have been appointed by so appointed, the Issuer to exercise resignation of the powers and undertake Administrative Agent or Collateral Agent shall become effective on the duties hereby conferred and imposed upon the Paying Agent. Following receipt of a date specified in its notice of resignation, and the retiring Administrative Agent or Collateral Agent shall be discharged from its duties and obligations thereunder. After any retiring Administrative Agent’s or Collateral Agent’s resignation from any hereunder as Administrative Agent or Collateral Agent, as the Issuer shall promptly give notice thereof to case may be, the Holders in accordance with Section 12.01 Such notice shall expire at least 30 days before or after any due date for payment in respect provisions of this Article 10 and all protective provisions of the Notes. (b) If other Credit Documents shall thereafter continue in effect for its benefit as to any Agent gives notice of its resignation in accordance with this Section 7.12 and a replacement Agent is required and by the tenth day before the expiration of such notice such replacement has not been duly appointed, such Agent may itself appoint as its replacement any reputable and experienced financial institution actions taken or may petition a court of competent jurisdiction, with costs and expenses properly incurred by the Agent in relation to such petition omitted to be paid by the Issuer. Immediately following such appointment, the Issuer shall give notice of such appointment to the Trustee, the remaining Agents and the Holders whereupon the Issuer, the Trustee, the remaining Agents and the replacement Agent shall acquire and become subject to the same rights and obligations between themselves as if they had entered into an agreement in the form mutatis mutandis of this Indenture. (c) Upon its resignation becoming effective the Paying Agent shall forthwith transfer all moneys held taken by it hereunderwhile it was Administrative Agent or Collateral Agent, if any, to as the successor Paying Agent or, if none, the Trustee or to the Trustee’s order, but shall have no other duties or responsibilities hereunder, and shall be entitled to the payment by the Issuer of its remuneration for the services previously rendered hereunder and to the reimbursement of all reasonable expenses (including legal fees) incurred in connection therewithcase may be.

Resignation of Agents. (a) Any Each Agent may resign its appointment hereunder at any time without the need to give any reason and without being responsible for any costs associated therewith by giving notice of its resignation to the Issuer Lenders and RailAmerica. Upon receipt of any such notice of resignation, the Trustee Required Lenders shall have the right to appoint a successor, which shall be a bank with an office in New York City, or an Affiliate of any such bank with an office in New York City and which successor shall be subject to the approval of RailAmerica (not to be unreasonably withheld or delayed) unless an Event of Default has occurred and in the case of resignation of the Paying Agent the Paying Agent giving 30 days’ written notice) (waivable by the Issuer and the Trustee), provided that in the case of resignation of the Paying Agent is continuing. If no such resignation shall take effect until a new Paying Agent successor shall have been so appointed by the Issuer to exercise the powers and undertake the duties hereby conferred and imposed upon the Paying Agent. Following receipt of a notice of resignation from any Agent, the Issuer shall promptly give notice thereof to the Holders Required Lenders in accordance with Section 12.01 Such notice the foregoing sentence and shall expire at least have accepted such appointment within 30 days before or after any due date for payment in respect of the Notes. (b) If any retiring Agent gives notice of its resignation in accordance with this Section 7.12 (such 30-day period, the “Lender Appointment Period”), then the retiring Agent may on behalf of the Lenders, appoint a successor Agent meeting the qualifications set forth above. In addition and without any obligation on the part of the retiring Agent to appoint, on behalf of the Lenders, a replacement successor Agent, the retiring Agent is required may at any time upon or after the end of the Lender Appointment Period notify the Borrowers and by the tenth day before Lenders that no qualifying Person has accepted appointment as successor Agent and the expiration effective date of such retiring Agent’s resignation which effective date shall be no earlier than three business days after the date of such notice. Upon the resignation effective date established in such notice such replacement and regardless of whether a successor Agent has not been duly appointed, such Agent may itself appoint as its replacement any reputable appointed and experienced financial institution or may petition a court of competent jurisdiction, with costs and expenses properly incurred by the Agent in relation to such petition to be paid by the Issuer. Immediately following accepted such appointment, the Issuer retiring Agent’s resignation shall give notice nonetheless become effective and (i) the retiring Agent shall be discharged from its duties and obligations as Agent hereunder and under the other Credit Documents and (ii) all payments, communications and determinations provided to be made by, to or through an Agent shall instead be made by or to each Lender directly, until such time as the Required Lenders appoint a successor Agent as provided for above in this paragraph. 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 as Agent of the retiring (or retired) Agent, and the retiring Agent shall be discharged from all of its duties and obligations as Agent hereunder or under the other Credit Documents (if not already discharged therefrom as provided above in this paragraph). The fees payable by the Borrowers to a successor Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Borrowers and such successor. After the retiring Agent’s resignation hereunder and under the other Credit Documents, the provisions of this Article and Section 13.5 shall continue in effect for the benefit of such appointment 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 Trustee, the remaining Agents and the Holders whereupon the Issuer, the Trustee, the remaining Agents and the replacement retiring Agent shall acquire and become subject to the same rights and obligations between themselves was acting as if they had entered into an agreement in the form mutatis mutandis of this IndentureAgent. (cb) Any resignation pursuant to this Section by a Person acting as Administrative Agent shall, unless such Person shall notify the Borrowers and the Lenders otherwise, also act to relieve such Person and its Affiliates of any obligation to advance or issue new, or extend existing, Swingline Loans or Letters of Credit where such advance, issuance or extension is to occur on or after the effective date of such resignation. Upon its resignation becoming effective the Paying acceptance of a successor’s appointment as Administrative Agent hereunder, (i) such successor shall forthwith transfer succeed to and become vested with all moneys held by it hereunderof the rights, powers, privileges and duties of the retiring Letter of Credit Issuer and Swingline Lender, (ii) the retiring Letter of Credit Issuer and Swingline Lender shall be discharged from all of their respective duties and obligations hereunder or under the other Credit Documents, (iii) the successor Swingline Lender shall enter into an Assignment and Assumption and acquire from the retiring Swingline Lender each outstanding Swingline Loan of such retiring Swingline Lender for a purchase price equal to par plus accrued interest and (iv) the successor Letter of Credit Issuer shall issue letters of credit in substitution for the Letters of Credit, if any, outstanding at the time of such succession or make other arrangement satisfactory to the successor Paying Agent orretiring Letter of Credit Issuer to effectively assume the obligations of the retiring Letter of Credit Issuer with respect to such Letters of Credit. In addition to the foregoing, if nonea Lender becomes, and during the period it remains, a Defaulting Lender or a Potential Defaulting Lender, the Trustee Letter of Credit Issuer and/or the Swingline Lender may, upon prior written notice to RailAmerica and the Administrative Agent, resign as Letter of Credit Issuer or Swingline Lender, respectively, effective at the close of business New York time on a date specified in such notice (which date may not be less than five (5) Business Days after the date of such notice); provided that such resignation by the Letter of Credit Issuer will have no effect on the validity or enforceability of any Letter of Credit then outstanding or on the obligations of the Borrowers or any Lender under this Agreement with respect to any such outstanding Letter of Credit or otherwise to the Trustee’s orderLetter of Credit Issuer; and provided, but shall further, that such resignation by the Swingline Lender will have no effect on its rights in respect of any outstanding Swingline Loans or on the obligations of the Borrowers or any Lender under this Agreement with respect to any such outstanding Swingline Loan. Anything herein to the contrary notwithstanding, if at any time the Required Lenders determine that the Person serving as Administrative Agent is (without taking into account any provision in the definition of “Defaulting Lender” or “Potential Defaulting Lender” requiring notice from the Administrative Agent or any other duties party) a Defaulting Lender or responsibilities a Potential Defaulting Lender, subject to the prior approval of RailAmerica (not to be unreasonably withheld or delayed) with respect to the appointment of the replacement Administrative Agent if no Event of Default has occurred and is continuing, the Required Lenders (determined after giving effect to Section 13.1(c), may by notice to such Person remove such Person as Administrative Agent and appoint a replacement Administrative Agent hereunder. Such removal will, to the fullest extent permitted by applicable law, be effective on the earlier of (i) the date a replacement Administrative Agent is appointed and (ii) the date 30 Business Days after the giving of such notice by the Required Lenders (regardless of whether a replacement Administrative Agent has been appointed). Unless otherwise agreed by the Required Lenders (and, if no Event of Default has occurred and is continuing, with the approval of RailAmerica (not to be unreasonably withheld or delayed)), upon the acceptance of a successor’s appointment as Administrative Agent hereunder, such successor shall succeed to and shall be entitled to become vested with all of the payment by rights, powers, privileges and duties of the retiring Letter of Credit Issuer of its remuneration for the services previously rendered hereunder and to the reimbursement of all reasonable expenses (including legal fees) incurred in connection therewithSwingline Lender.

Resignation of Agents. (a) Any Notwithstanding its irrevocable appointment (but subject to paragraphs (f) and (g) below), each Agent may resign its appointment hereunder at any time without the need to give any reason and without being responsible for any costs associated therewith by giving notice to the Issuer Lenders and UPC Broadband, in which case the Trustee relevant Agent may, following consultation with and with the consent of UPC Broadband (not to be unreasonably withheld or delayed) forthwith appoint one of its Affiliates as successor Agent or, failing that, the Majority Lenders may with the consent of UPC Broadband (not to be unreasonably withheld or delayed) appoint a reputable and in the case of experienced bank as successor Agent. The resignation of the Paying Security Agent the Paying Agent giving 30 days’ written noticeis subject to compliance with clause 9.1 (Retirement of Security Agent) (waivable by the Issuer and the Trustee), provided that in the case of resignation of the Paying Agent no such resignation shall take effect until a new Paying Agent shall have been appointed by the Issuer to exercise the powers and undertake the duties hereby conferred and imposed upon the Paying Agent. Following receipt of a notice of resignation from any Agent, the Issuer shall promptly give notice thereof to the Holders in accordance with Section 12.01 Such notice shall expire at least 30 days before or after any due date for payment in respect of the NotesSecurity Deed. (b) If any the appointment of a successor Agent gives is to be made by the Majority Lenders but they have not, within 30 days after notice of its resignation in accordance with this Section 7.12 and resignation, appointed a replacement successor Agent is required and by which accepts the tenth day before the expiration of such notice such replacement has not been duly appointed, such Agent may itself appoint as its replacement any reputable and experienced financial institution or may petition a court of competent jurisdiction, with costs and expenses properly incurred by the Agent in relation to such petition to be paid by the Issuer. Immediately following such appointment, the Issuer shall give notice retiring Agent may, following consultation with and with the consent of such appointment UPC Broadband (not to the Trusteebe unreasonably withheld or delayed), the remaining Agents and the Holders whereupon the Issuer, the Trustee, the remaining Agents and the replacement Agent shall acquire and become subject to the same rights and obligations between themselves as if they had entered into an agreement in the form mutatis mutandis of this Indentureappoint a successor Agent. (c) The resignation of the retiring Agent and the appointment of any successor Agent will both become effective only upon the successor Agent notifying all the Parties that it accepts the appointment. On giving the notification and receiving such approval, the successor Agent will succeed to the position of the retiring Facility Agent and the term Facility Agent or Security Agent (as the case may be) will mean the successor Facility Agent or Security Agent, respectively. (d) The retiring Agent shall, at its own cost, make available to the successor Agent such documents and records and provide such assistance as the successor Agent may reasonably request for the purposes of performing its functions as the Agent under this Agreement. (e) Upon its resignation becoming effective effective, this Clause 19 shall continue to benefit the Paying retiring Agent shall forthwith transfer all moneys held in respect of any action taken or not taken by it hereunderunder or in connection with the Finance Documents while it was the relevant Agent and, if anysubject to paragraph (d) above, to the successor Paying Agent or, if none, the Trustee or to the Trustee’s order, but it shall have no other duties or responsibilities hereunderfurther obligation under any Finance Document. (f) The Majority Lenders may by notice to an Agent require it to resign in accordance with paragraph (a) above. In this event, and the relevant Agent shall resign in accordance with paragraph (a) above but it shall not be entitled to the payment by the Issuer appoint one of its remuneration Affiliates as successor Agent. (g) UPC Broadband may, if it is unsatisfied (acting reasonably) with the performance by an Agent of its role as Agent, following a period of consultation with the relevant Agent of not less than 14 days, by notice to that Agent require it to resign in accordance with paragraph (a) above. Such notice must specify the reasons for which UPC Broadband is seeking the services previously rendered hereunder and Agent’s resignation, which must be based on reasonable grounds. In this event, the relevant Agent shall resign in accordance with paragraph (a) above but it shall not be entitled to the reimbursement appoint one of all reasonable expenses (including legal fees) incurred in connection therewithits Affiliates as successor Agent.

Resignation of Agents. (a) Any Each Agent may resign its appointment hereunder at any time without the need to give any reason and without being responsible for any costs associated therewith by giving notice of its resignation to the Issuer Lenders and the Trustee (and in Borrower. Upon receipt of any such notice of resignation, the case of resignation Requisite Lenders shall have the right, subject to the reasonable consent of the Paying Agent Borrower (such consent (i) not to be unreasonably withheld or delayed and (ii) not to be required after the Paying Agent giving 30 days’ written noticeoccurrence and during the continuance of an Event of Default under Section 7.01(a) (waivable by the Issuer and the Trusteeor Section 7.01(i)), provided that to appoint a successor, which shall be a bank with an office in the case New York, New York, or an Affiliate of resignation of the Paying Agent any such bank with an office in New York, New York. If no such resignation shall take effect until a new Paying Agent successor shall have been so appointed by the Issuer to exercise the powers Requisite Lenders and undertake the duties hereby conferred and imposed upon the Paying Agent. Following receipt of a notice of resignation from any Agent, the Issuer shall promptly give notice thereof to the Holders in accordance with Section 12.01 Such notice shall expire at least have accepted such appointment within 30 days before or after any due date for payment in respect of the Notes. (b) If any retiring Agent gives notice of its resignation in accordance (such 30-day period, the “Lender Appointment Period”), then the retiring Agent may on behalf of the Lenders, appoint a successor Agent with this Section 7.12 the consent of the Borrower (to the extent the Borrower’s consent would be required above) meeting the qualifications set forth above. In addition and without any obligation on the part of the retiring Agent to appoint, on behalf of the Lenders, a replacement successor Agent, the retiring Agent is required may at any time upon or after the end of the Lender Appointment Period notify the Borrower and by the tenth day before Lenders that no qualifying Person has accepted appointment as successor Agent and the expiration Effective Date of such retiring Agent’s resignation. Upon the resignation Effective Date established in such notice such replacement and regardless of whether a successor Agent has not been duly appointed, such Agent may itself appoint as its replacement any reputable appointed and experienced financial institution or may petition a court of competent jurisdiction, with costs and expenses properly incurred by the Agent in relation to such petition to be paid by the Issuer. Immediately following accepted such appointment, the Issuer retiring Agent’s resignation shall give notice nonetheless become effective and (i) the retiring Agent shall be discharged from its duties and obligations as Administrative Agent or Collateral Agent, as the case may be, hereunder and under the other Loan Documents and (ii) all payments, communications and determinations provided to be made by, to or through such Agent shall instead be made by or to each Lender directly, until such time as the Requisite Lenders appoint a successor Agent as provided for above in this paragraph. Upon the acceptance of a successor’s appointment as the Administrative Agent or Collateral Agent, as the case may be, 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 as an Agent hereunder or under the other Loan Documents (if not already discharged therefrom as provided above in this 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 Agent’s resignation hereunder and under the other Loan Documents, the provisions of this Article and Section 9.05 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 Administrative Agent or Collateral Agent, as the case may be. Any resignation by DBTCA as the Administrative Agent pursuant to this Section shall also constitute its resignation as Issuer and Swing Line Lender. Upon the acceptance of a successor’s appointment as the Administrative Agent hereunder, (a) such successor shall succeed to the Trustee, the remaining Agents and the Holders whereupon the Issuer, the Trustee, the remaining Agents and the replacement Agent shall acquire and become subject to vested with all of the same rights rights, powers, privileges and duties of the retiring Issuer and Swing Line Lender, (b) the retiring Issuer and Swing Line Lender shall be discharged from all of their respective duties and obligations between themselves as if they had entered into an agreement in hereunder or under the form mutatis mutandis of this Indenture. other Loan Documents, and (c) Upon its resignation becoming effective the Paying Agent successor Issuer shall forthwith transfer all moneys held by it hereunderissue 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 successor Paying Agent or, if none, retiring Issuer to effectively assume the Trustee or obligations of the retiring Issuer with respect to the Trustee’s order, but shall have no other duties or responsibilities hereunder, and shall be entitled to the payment by the Issuer such Letters of its remuneration for the services previously rendered hereunder and to the reimbursement of all reasonable expenses (including legal fees) incurred in connection therewithCredit.

Resignation of Agents. (a) Any The Collateral Agent may resign its appointment hereunder at any time without the need to give any reason and without being responsible for any costs associated therewith by giving notice to the Issuer and the Trustee (and in the case of resignation of the Paying Agent the Paying Agent giving 30 days’ written notice) (waivable by the Issuer and the Trustee), provided that in the case of resignation of the Paying Agent no such resignation shall take effect until a new Paying Agent shall have been appointed by the Issuer to exercise the powers and undertake the duties hereby conferred and imposed upon the Paying Agent. Following receipt of a notice of resignation from any Agent, the Issuer shall promptly give notice thereof to the Holders in accordance with Section 12.01 Such notice shall expire at least 30 days before or after any due date for payment in respect of the Notes. (b) If any Agent gives notice of its resignation to the Lenders, the Administrative Agent and the Borrower. Upon receipt of any such notice of resignation, the Collateral Agent shall have the right to appoint a successor that is (i) one of the Lead Arrangers or Bookrunners (each as defined in accordance the CEI Credit Agreement) under the CEI Credit Agreement as of the Amendment No. 1 Effective Date, (ii) the Person serving as the Administrative Agent or (iii) any other Person that is approved by the Borrower in its sole discretion; provided such approval by the Borrower shall not be required following a Replacement Exercise of Remedies. Upon the acceptance of a successor’s appointment as Collateral Agent hereunder, such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring (or retired) Collateral Agent, and the retiring Collateral 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 7.12 and a replacement Agent is required and 10.6). The fees payable by the tenth day before Borrower to a successor Collateral Agent (unless the expiration successor is the Initial Lender or any of its Affiliates) shall be the same as those payable to its predecessor unless otherwise agreed between the Borrower and such successor. After the retiring Collateral Agent’s resignation hereunder and under the other Loan Documents, the provisions of this Section 10.6 and Section 11.3 [Expenses; Indemnity; Damage Waiver] shall continue in effect for the benefit of such notice such replacement has not been duly appointedretiring Collateral Agent, such 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 Collateral Agent was acting as Collateral Agent. Except with the consent of the Collateral Agent (which the Collateral Agent may itself appoint as withhold at its sole discretion) and, except following a Replacement Exercise of Remedies, the Borrower (which the Borrower may withhold in its sole discretion), the Administrative Agent may not resign or retire. To the extent any such resignation or retirement occurs with the consent of the Collateral Agent (and, prior to a Replacement Exercise of Remedies, the Borrower) referred to in the immediately preceding sentence, the procedures for the resignation, retirement and replacement any reputable and experienced financial institution of the Administrative Agent shall be satisfactory in all respects to the Collateral Agent and, except following a Replacement Exercise of Remedies, the Borrower. Any Person that succeeds to or may petition a court of competent jurisdiction, with costs and expenses properly incurred by replaces the Administrative Agent shall be satisfactory to the Collateral Agent in relation to such petition to be paid by the Issuer. Immediately its sole discretion and, except following such appointmenta Replacement Exercise of Remedies, the Issuer shall give notice of such appointment to the Trustee, the remaining Agents and the Holders whereupon the Issuer, the Trustee, the remaining Agents and the replacement Agent shall acquire and become subject to the same rights and obligations between themselves as if they had entered into an agreement Borrower in the form mutatis mutandis of this Indentureits sole discretion. (c) Upon its resignation becoming effective the Paying Agent shall forthwith transfer all moneys held by it hereunder, if any, to the successor Paying Agent or, if none, the Trustee or to the Trustee’s order, but shall have no other duties or responsibilities hereunder, and shall be entitled to the payment by the Issuer of its remuneration for the services previously rendered hereunder and to the reimbursement of all reasonable expenses (including legal fees) incurred in connection therewith.

Resignation of Agents. (a) Any The Administrative Agent may resign its appointment hereunder at any time without the need to give any reason and without being responsible for any costs associated therewith by giving notice of its resignation to the Issuer Lenders, the L/C Issuers and the Trustee (and Company. Upon receipt of any such notice of resignation, the Required Lenders shall have the right, in consultation with the Company, to appoint a successor. Any successor Administrative Agent shall be a bank with an office in the case United States, or an Affiliate of resignation of the Paying Agent the Paying Agent giving 30 days’ written notice) (waivable by the Issuer and the Trustee), provided that any such bank with an office in the case of resignation of the Paying Agent United States. If no such resignation shall take effect until a new Paying Agent successor shall have been so appointed by the Issuer to exercise the powers Required Lenders and undertake the duties hereby conferred and imposed upon the Paying Agent. Following receipt of a notice of resignation from any Agent, the Issuer shall promptly give notice thereof to the Holders in accordance with Section 12.01 Such notice shall expire at least have accepted such appointment within 30 days before or after any due date for payment in respect of the Notes. (b) If any retiring Agent gives notice of its resignation, then the retiring Administrative Agent may on behalf of the Lenders and the L/C Issuers, appoint a successor Administrative Agent meeting the qualifications set forth above; provided that if the retiring Administrative Agent shall notify the 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 (a) the retiring Administrative Agent shall be discharged from its duties and obligations hereunder and under the other Loan Documents and (b) all payments, communications and determinations provided to be made by, to or through the Administrative Agent (or any of its Affiliates acting as Agents hereunder) 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 Administrative Agent as provided for above in this Section. Any resignation by the Administrative Agent pursuant to this Section 7.12 shall also constitute the resignation of each Affiliate or branch of the Administrative Agent that has been appointed in such capacity from being the London Administrative Agent or the Singapore Administrative Agent. Upon the acceptance of a successor’s appointment as an Administrative Agent hereunder, such successor shall succeed to and a replacement become vested with all of the rights, powers, privileges and duties of the retiring (or retired) Agents, and each retiring Agent is required 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 tenth day before Company to a successor Administrative Agent shall be the expiration same as those payable to its predecessor unless otherwise agreed between the Company and such successor. After a retiring Agent’s resignation hereunder and under the other Loan Documents, the provisions of this Article and Section 10.04 shall continue in effect for the benefit of such notice such replacement has not been duly appointedretiring Agent, such Agent may itself appoint as its replacement sub-agents and their respective Related Parties in respect of any reputable and experienced financial institution actions taken or may petition a court of competent jurisdiction, with costs and expenses properly incurred by the Agent in relation to such petition omitted to be paid taken by any of them while such retiring Agent was acting as an Agent. Any resignation by JPMCB as Administrative Agent pursuant to this Section shall also constitute its resignation as L/C Issuer and Swing Line Lender. Upon the Issuer. Immediately following acceptance of a successor’s appointment as Administrative Agent hereunder, (a) such appointmentsuccessor shall succeed to and become vested with all of the rights, the Issuer shall give notice powers, privileges and duties of such appointment to the Trusteeretiring L/C Issuer and Swing Line Lender, the remaining Agents (b) such retiring L/C Issuer and the Holders whereupon the Issuer, the Trustee, the remaining Agents and the replacement Agent Swing Line Lender shall acquire and become subject to the same rights be discharged from all of their respective duties and obligations between themselves as if they had entered into an agreement in hereunder or under the form mutatis mutandis of this Indenture. other Loan Documents, and (c) Upon its resignation becoming effective such successor L/C Issuer shall issue letters of credit in substitution for the Paying Agent shall forthwith transfer all moneys held by it hereunderLetters of Credit, if any, outstanding at the time of such succession or make other arrangements satisfactory to such L/C Issuer to effectively assume the successor Paying Agent or, if none, the Trustee or obligations of such retiring L/C Issuer with respect to the Trustee’s order, but shall have no other duties or responsibilities hereunder, and shall be entitled to the payment by the Issuer such Letters of its remuneration for the services previously rendered hereunder and to the reimbursement of all reasonable expenses (including legal fees) incurred in connection therewithCredit.

Resignation of Agents. (a) Any Agent may resign its appointment hereunder at any time without the need to give any reason and without being responsible for any costs associated therewith by giving notice to the Issuer Issuers and the Trustee (and in the case of resignation of the Paying Agent the Paying Agent giving 30 days’ prior written notice) notice (waivable by the Issuer Issuers and the Trustee), ; provided that in the case of resignation of the Paying Agent no such resignation shall take effect until a new Paying Agent shall have been appointed by the Issuer Issuers to exercise the powers and undertake the duties hereby conferred and imposed upon the Paying Agent. Following receipt of a notice of resignation from any Agent, the Issuer Issuers shall promptly give notice thereof to the Holders in accordance with Section 12.01 Such notice shall expire at least 30 days before or after any due date for payment in respect of the Notes‎Section 12.01. (b) If any Agent gives notice of its resignation in accordance with this Section 7.12 ‎Section 7.10 and a replacement Agent is required and by the tenth day before the expiration of such notice such replacement has not been duly appointed, such Agent may itself appoint as its replacement any reputable and experienced financial institution or may petition a court of competent jurisdictionjurisdiction to appoint a replacement, with properly incurred costs and expenses properly incurred by the Agent in relation to such petition to be paid by the IssuerIssuers. Immediately following such appointment, the Issuer Issuers shall give notice of such appointment to the Trustee, the remaining Agents and the Holders whereupon the IssuerIssuers, the Trustee, the remaining Agents and the replacement Agent shall acquire and become subject to the same rights and obligations between themselves as if they had entered into an agreement in the form mutatis mutandis of this Indenture. (c) Upon its resignation becoming effective effective, the Paying Agent shall forthwith transfer all moneys held by it hereunder, if any, to the successor Paying Agent or, if none, #94579868v11 the Trustee or to the Trustee’s order, but shall have no other duties or responsibilities hereunder, and shall be entitled to the payment by the Issuer Issuers of its remuneration for the services previously rendered hereunder and to the reimbursement of all reasonable expenses (including legal fees) incurred in connection therewith.

Resignation of Agents. (a) Any Agent may resign its appointment hereunder at any time without the need to give any reason and without being responsible for any costs associated therewith by giving notice to the Issuer and the Trustee (and in the case of resignation of the Paying Agent the Paying Agent giving 30 days’ prior written notice) notice (waivable by the Issuer and the Trustee), ; provided that in the case of resignation of the Paying Agent no such resignation shall take effect until a new Paying Agent shall have been appointed by the Issuer to exercise the powers and undertake the duties hereby conferred and imposed upon the Paying Agent. Following receipt of a notice of resignation from any Agent, the Issuer shall promptly give notice thereof to the Holders in accordance with Section 12.01 Such notice shall expire at least 30 days before or after any due date for payment in respect of the Notes. (b) Holders. If any Agent gives notice of its resignation in accordance with this Section 7.12 and a replacement Agent is required and by the tenth day before the expiration of such notice such replacement has not been duly appointed, such Agent may itself appoint as its replacement any reputable and experienced financial institution or may petition a court of competent jurisdictionjurisdiction to appoint a replacement, with properly incurred costs and expenses properly incurred by the Agent in relation to such petition to be paid by the Issuer. Immediately following such appointment, the Issuer shall give notice of such appointment to the Trustee, the remaining Agents and the Holders whereupon the Issuer, the Trustee, the remaining Agents and the replacement Agent shall acquire and become subject to the same rights and obligations between themselves as if they had entered into an agreement in the form mutatis mutandis of this Indenture. (c) . Upon its resignation becoming effective the Paying Agent shall forthwith transfer all moneys held by it hereunder, if any, to the successor Paying Agent or, if none, the Trustee or to the Trustee’s order, but shall have no other duties or responsibilities hereunder, and shall be entitled to the payment by the Issuer of its remuneration for the services previously rendered hereunder and to the reimbursement of all reasonable properly incurred expenses (including legal fees) incurred in connection therewith.. 89

Resignation of Agents. Either 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 Lead Borrower, to appoint a successor, which shall be a commercial bank or financial institution or a subsidiary of a commercial bank or financial institution if such commercial bank or financial institution is organized under the laws of the United States of America or of any State thereof and has a combined capital and surplus of at least $300,000,000. If no such successor shall have been so appointed by the Required Lenders and shall have accepted such appointment within thirty (30) days after the retiring Agent gives notice of its resignation, then the retiring Agent may on behalf of the Lenders and the L/C Issuer, appoint a successor Administrative Agent or Collateral Agent, as applicable, meeting the qualifications set forth above; provided, that, if the Administrative Agent or the Collateral 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 (a) Any the retiring Agent may resign shall be discharged from its appointment duties and obligations hereunder at any time without and under the need to give any reason and without being responsible for any costs associated therewith by giving notice to the Issuer and the Trustee other Loan Documents (and in the case of resignation of the Paying Agent the Paying Agent giving 30 days’ written notice) (waivable by the Issuer and the Trustee), provided except that in the case of resignation any Collateral held by the Collateral Agent on behalf of the Paying Agent no such resignation shall take effect until a new Paying Lenders or the L/C Issuer under any of the Loan Documents, the retiring Collateral Agent shall have been appointed continue to hold such collateral security until such time as a successor Collateral Agent is appointed) and (b) all payments, communications and determinations provided to be made by, to or through the Administrative 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 Administrative Agent as provided for above in this Section. Upon the acceptance of a successor’s appointment as Administrative Agent or Collateral Agent, as applicable, 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 Issuer Borrowers to exercise a successor Administrative Agent shall be the powers same as those payable to its predecessor unless otherwise agreed between the Lead Borrower and undertake such successor. After the duties hereby conferred retiring Agent’s resignation hereunder and imposed upon under the Paying Agent. Following receipt other Loan Documents, the provisions of a notice this Article and Section 10.04 shall continue in effect for the benefit of resignation from any such retiring Agent, the Issuer shall promptly give notice thereof to the Holders in accordance with Section 12.01 Such notice shall expire at least 30 days before or after any due date for payment 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 Notes. retiring Agent was acting as Administrative Agent or Collateral Agent hereunder. Any resignation by Xxxxx Fargo as Administrative 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 Administrative 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) If any Agent gives notice the retiring L/C Issuer and Swing Line Lender shall be discharged from all of its resignation in accordance with this Section 7.12 and a replacement Agent is required and by the tenth day before the expiration of such notice such replacement has not been duly appointed, such Agent may itself appoint as its replacement any reputable and experienced financial institution or may petition a court of competent jurisdiction, with costs and expenses properly incurred by the Agent in relation to such petition to be paid by the Issuer. Immediately following such appointment, the Issuer shall give notice of such appointment to the Trustee, the remaining Agents and the Holders whereupon the Issuer, the Trustee, the remaining Agents and the replacement Agent shall acquire and become subject to the same rights their respective duties and obligations between themselves as if they had entered into an agreement in hereunder or under the form mutatis mutandis of this Indenture. other Loan Documents, and (c) Upon its resignation becoming effective the Paying Agent successor L/C Issuer shall forthwith transfer all moneys held by it hereunderissue 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 successor Paying Agent or, if none, retiring L/C Issuer to effectively assume the Trustee or obligations of the retiring L/C Issuer with respect to the Trustee’s order, but shall have no other duties or responsibilities hereunder, and shall be entitled to the payment by the Issuer such Letters of its remuneration for the services previously rendered hereunder and to the reimbursement of all reasonable expenses (including legal fees) incurred in connection therewithCredit.

Resignation of Agents. (a) Any Either Agent may resign its appointment hereunder at any time without the need to give any reason and without being responsible for any costs associated therewith by giving written notice of its resignation to the Lenders, the L/C Issuer and the Trustee (and Lead Borrower. Upon receipt of any such notice of resignation, the Required Lenders shall have the right to appoint a successor, which shall be a bank with an office in the case United States, or an Affiliate of resignation any such bank with an office in the United States and shall, unless an Event of Default has occurred and is continuing at the time of such appointment, be reasonably acceptable to the Lead Borrower (whose consent shall not be unreasonably withheld or delayed). If no such successor shall have been so appointed by the Required Lenders and shall have accepted such appointment within thirty (30) days after the retiring Agent gives notice of its resignation, then the retiring Agent may on behalf of the Paying Agent the Paying Agent giving 30 days’ written notice) (waivable by the Issuer Lenders and the Trustee)L/C Issuer, appoint a successor Administrative Agent or Collateral Agent, as applicable, meeting the qualifications set forth above; provided that if the Administrative Agent or the Collateral 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 resignation any Collateral held by the Collateral Agent on behalf of the Paying Agent no such resignation shall take effect until a new Paying Lenders or the L/C Issuer under any of the Loan Documents, the retiring Collateral Agent shall have been appointed continue to hold such collateral security 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 Administrative 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 Administrative Agent as provided for above in this Section. Upon the acceptance of a successor’s appointment as Administrative Agent or Collateral Agent, as applicable, 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 Issuer Borrowers to exercise a successor Administrative Agent shall be the powers same as those payable to its predecessor unless otherwise agreed between the Lead Borrower and undertake such successor. After the duties hereby conferred retiring Agent’s resignation hereunder and imposed upon under the Paying Agent. Following receipt other Loan Documents, the provisions of a notice this Article IX and Section 10.04 shall continue in effect for the benefit of resignation from any such retiring Agent, the Issuer shall promptly give notice thereof to the Holders in accordance with Section 12.01 Such notice shall expire at least 30 days before or after any due date for payment its sub-agents and their respective Related Parties in respect of the Notes. (b) If any Agent gives notice of its resignation in accordance with this Section 7.12 and a replacement Agent is required and by the tenth day before the expiration of such notice such replacement has not been duly appointed, such Agent may itself appoint as its replacement any reputable and experienced financial institution actions taken or may petition a court of competent jurisdiction, with costs and expenses properly incurred by the Agent in relation to such petition omitted to be paid taken by any of them while the Issuer. Immediately following such appointment, the Issuer shall give notice of such appointment to the Trustee, the remaining Agents and the Holders whereupon the Issuer, the Trustee, the remaining Agents and the replacement retiring Agent shall acquire and become subject to the same rights and obligations between themselves was acting as if they had entered into an agreement in the form mutatis mutandis of this IndentureAdministrative Agent or Collateral Agent hereunder. (c) Upon its resignation becoming effective the Paying Agent shall forthwith transfer all moneys held by it hereunder, if any, to the successor Paying Agent or, if none, the Trustee or to the Trustee’s order, but shall have no other duties or responsibilities hereunder, and shall be entitled to the payment by the Issuer of its remuneration for the services previously rendered hereunder and to the reimbursement of all reasonable expenses (including legal fees) incurred in connection therewith.

Resignation of Agents. (a) Any The Administrative Agent and the Multicurrency Agent may resign its appointment hereunder each, at any time without the need to time, give any reason and without being responsible for any costs associated therewith by giving written notice of its resignation to the Issuer Lenders and the Trustee (and Borrower. Upon receipt of any such written notice of resignation, the Required Lenders shall have the right, in consultation with the Borrower, to appoint a successor, which shall be a bank with an office in the case United States of America, reasonably acceptable to Borrower, 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 30 days after the retiring Administrative Agent or Multicurrency Agent, as applicable, gives notice of its resignation (or such earlier day as shall be agreed by the Required Lenders) (the “Resignation Effective Date”), then the retiring Administrative Agent or Multicurrency Agent, as applicable, may (but shall not be obligated to), on behalf of the Paying Lenders, appoint a successor Administrative Agent or Multicurrency Agent, as applicable, reasonably acceptable to Borrower, meeting the Paying qualifications set forth above. Whether or not a successor has been appointed, such resignation shall become effective in accordance with such notice on the Resignation Effective Date. With effect from the Resignation Effective Date, the retiring Administrative Agent giving 30 days’ written notice) or Multicurrency Agent, as applicable, shall be discharged from its duties and obligations hereunder and under the other Loan Documents (waivable by the Issuer and the Trustee), provided except that in the case of resignation any collateral security held by the Administrative Agent on behalf of the Paying Agent no such resignation shall take effect until a new Paying Lenders under any of the Loan Documents, the retiring Administrative Agent shall have been appointed by continue to hold such collateral security until such time as a successor Administrative Agent is appointed) and (2) all payments, communications and determinations provided to be made by, to or through the Issuer to exercise the powers and undertake the duties hereby conferred and imposed upon the Paying Agent. Following receipt of a notice of resignation from any Administrative Agent or Multicurrency Agent, the Issuer as applicable, shall promptly give notice thereof instead be made by or to the Holders in accordance with Section 12.01 Such notice shall expire at least 30 days before or after any due date for payment in respect of the Notes. (b) If any Agent gives notice of its resignation in accordance with this Section 7.12 and a replacement Agent is required and by the tenth day before the expiration of each Lender directly, until such notice such replacement has not been duly appointed, such Agent may itself appoint as its replacement any reputable and experienced financial institution or may petition a court of competent jurisdiction, with costs and expenses properly incurred by the Agent in relation to such petition to be paid by the Issuer. Immediately following such appointment, the Issuer shall give notice of such appointment to the Trustee, the remaining Agents and the Holders whereupon the Issuer, the Trustee, the remaining Agents and the replacement Agent shall acquire and become subject to the same rights and obligations between themselves as if they had entered into an agreement in the form mutatis mutandis of this Indenture. (c) Upon its resignation becoming effective the Paying Agent shall forthwith transfer all moneys held by it hereundertime, if any, as the Required Lenders appoint a successor Administrative Agent or Multicurrency Agent, as applicable, as provided for above in this paragraph. Upon the acceptance of a successor's appointment as Administrative Agent or Multicurrency Agent, as applicable, 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 or Multicurrency Agent, as applicable, and the retiring Administrative Agent or Multicurrency Agent, as applicable, 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 paragraph). The fees payable by the Borrower to a successor Paying Administrative Agent oror Multicurrency Agent, if noneas applicable, shall be the same as those payable to its predecessor unless otherwise agreed between the Borrower and such successor. After the retiring Administrative Agent's or Multicurrency Agent's, as applicable, resignation hereunder and under the other Loan Documents, the Trustee or to the Trustee’s order, but provisions of this Article and Section 9.03 shall have no other duties or responsibilities hereunder, and shall be entitled to the payment by the Issuer of its remuneration continue in effect for the services previously rendered hereunder benefit of such retiring Administrative Agent or Multicurrency Agent, as applicable, their respective sub‑agents and their respective Related Parties in respect of any actions taken or omitted to be taken by any of them while the reimbursement retiring Administrative Agent or Multicurrency Agent, as applicable, was acting as Administrative Agent or Multicurrency Agent, as applicable. For the avoidance of all reasonable expenses (including legal fees) incurred doubt, upon resignation by Branch Banking and Trust Company as Administrative Agent, Borrower's obligations under Section 5.04 to maintain Liquidity in connection therewitha depository account with the Administrative Agent shall mean a depository account with such successor Administrative Agent.

Resignation of Agents. (a) Any Agent may resign its appointment hereunder at any time without the need to give any reason and without being responsible for any costs associated therewith by ---------------------- giving notice thereof to Banks and Borrower. Upon any such resignation, Required Banks shall have the Issuer and right to appoint a successor Agent, which shall be approved by Borrower, such approval to not be unreasonably withheld; provided, that, -------- ---- Borrower shall not have the Trustee (and in right to approve any successor Agent appointed during the case continuance of resignation of the Paying Agent the Paying Agent giving 30 days’ written notice) (waivable by the Issuer and the Trustee), provided that in the case of resignation of the Paying Agent any Default. If no such resignation shall take effect until a new Paying successor Agent shall have been so appointed by Required Banks and shall have accepted such appointment within thirty (30) days after the Issuer to exercise the powers and undertake the duties hereby conferred and imposed upon the Paying retiring Agent. Following receipt 's giving of a notice of resignation, then the retiring Agent may, on behalf of Banks, appoint a successor Agent which shall be a commercial bank organized under the Laws of the United States of America having combined capital and surplus of at least $100,000,000 and which shall be approved by Borrower, such approval to not be unreasonably withheld; provided, that, Borrower shall not have the right to approve any successor Agent -------- ---- appointed during the continuance of any Default. Upon the acceptance of any appointment as Agent hereunder by a successor (and approval of such successor by Borrower to the extent Borrower's approval is required), such successor shall thereupon succeed to and become vested with all the rights, powers, discretion, privileges, and duties of the retiring Agent, and the retiring Agent shall be discharged from its duties and obligations hereunder. After any retiring Agent's resignation from any hereunder as an Agent, the Issuer provisions of this Article XIII shall promptly give notice thereof to the Holders ------------ continue in accordance with Section 12.01 Such notice shall expire at least 30 days before or after any due date effect for payment its benefit in respect of the Notes. (b) If any Agent gives notice of its resignation in accordance with this Section 7.12 and a replacement Agent is required and by the tenth day before the expiration of such notice such replacement has not been duly appointed, such Agent may itself appoint as its replacement any reputable and experienced financial institution actions taken or may petition a court of competent jurisdiction, with costs and expenses properly incurred by the Agent in relation to such petition omitted to be paid by the Issuer. Immediately following such appointment, the Issuer shall give notice of such appointment to the Trustee, the remaining Agents and the Holders whereupon the Issuer, the Trustee, the remaining Agents and the replacement Agent shall acquire and become subject to the same rights and obligations between themselves as if they had entered into an agreement in the form mutatis mutandis of this Indenture. (c) Upon its resignation becoming effective the Paying Agent shall forthwith transfer all moneys held taken by it hereunder, if any, to the successor Paying Agent or, if none, the Trustee or to the Trustee’s order, but shall have no other duties or responsibilities hereunder, and shall be entitled to the payment by the Issuer of its remuneration for the services previously rendered hereunder and to the reimbursement of all reasonable expenses (including legal fees) incurred in connection therewithwhile it was acting as an Agent.

Resignation of Agents. (a) Any Either Agent may resign its appointment hereunder at any time without the need to give any reason and without being responsible for any costs associated therewith by giving written notice of its resignation to the Lenders, the LC Issuer and the Trustee (and Lead Borrower. Upon receipt of any such notice of resignation, the Required Lenders shall have the right to appoint a successor, which shall be a bank with an office in the case United States, or an Affiliate of resignation of the Paying Agent the Paying Agent giving 30 days’ written notice) (waivable by the Issuer and the Trustee), provided that any such bank with an office in the case United States, and, so long as no Event of resignation of Default has occurred and is continuing, shall be reasonably acceptable to the Paying Agent Lead Borrower. If no such resignation shall take effect until a new Paying Agent successor shall have been so appointed by the Issuer to exercise the powers Required Lenders and undertake the duties hereby conferred and imposed upon the Paying Agent. Following receipt of a notice of resignation from any Agent, the Issuer shall promptly give notice thereof to the Holders in accordance with Section 12.01 Such notice shall expire at least have accepted such appointment within 30 days before or after any due date for payment in respect of the Notes. (b) If any retiring Agent gives notice of its resignation (or such earlier day as shall be agreed to by the Required Lenders) (the “Resignation Effective Date”), then the retiring Agent may (but shall not be obligated to) on behalf of the Lenders and the LC Issuer (and so long as no Event of Default has occurred and is continuing, with the written consent of the Lead Borrower, not to be unreasonably withheld or delayed) appoint a successor Administrative Agent or Collateral Agent, as applicable, meeting the qualifications set forth above (provided, that in no event shall any such successor Agent be a Defaulting Lender); provided, that whether or not a successor has been appointed, such resignation shall become effective in accordance with such notice on the Resignation Effective Date. If the Person serving as Administrative Agent is a Defaulting Lender pursuant to clause (d) of the definition thereof, the Required Lenders may, to the extent permitted by applicable law, by notice in writing to the Lead Borrower and such Person remove such Person as Administrative Agent (and so long as no Event of Default has occurred and is continuing, with the written consent of the Lead Borrower, not to be unreasonably withheld or delayed), appoint a successor. If no such successor shall have been so appointed by the Required Lenders and shall have accepted such appointment within 30 days (or such earlier day as shall be agreed by the Required Lenders) (the “Removal Effective Date”), then such removal shall nonetheless become effective in accordance with such notice on the Removal Effective Date. With effect from the Resignation Effective Date or the Removal Effective Date (as applicable) (1) the retiring Agent shall be discharged from its duties and obligations hereunder and under the other Loan Documents (except that in the case of any Collateral held by the Collateral Agent on behalf of the Lenders or the LC Issuer under any of the Loan Documents, the retiring Collateral Agent shall continue to hold such collateral security until such time as a successor Collateral Agent is appointed) and (2) except for any indemnity payments or other amounts then owed to the retiring or removed Agent, all payments, communications and determinations provided to be made by, to or through the Administrative Agent shall instead be made by or to each Lender and the LC Issuer directly, until such time as the Required Lenders appoint a successor Administrative Agent as provided for above in this Section 7.12 9.06. Upon the acceptance of a successor’s appointment as Administrative Agent or Collateral Agent, as applicable, hereunder, such successor shall succeed to and a replacement become vested with all of the rights, powers, privileges and duties of the retiring (or removed) Agent is required (other than as provided in Section 3.01(h) and other than any rights to indemnity payments or other amounts owed to the retiring or removed Agent as of the Resignation Effective Date or the Removal Effective Date, as applicable), and the retiring (or removed) Agent shall be discharged from all of its duties and obligations hereunder or under the other Loan Documents (if not already discharged therefrom as provided above in this Section 9.06). The fees payable by the tenth day before Borrowers to a successor Administrative Agent shall be the expiration same as those payable to its predecessor unless otherwise agreed between the Lead Borrower and such successor. After the retiring (or removed) Agent’s resignation hereunder and under the other Loan Documents, the provisions of this Article IX and Section 10.04 shall continue in effect for the benefit of such notice retiring (or removed) 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 or Collateral Agent hereunder. Any resignation by Bank of America as Administrative Agent pursuant to this Section shall also constitute its resignation as LC Issuer and Swing Line Lender. If Bank of America resigns as an LC Issuer, it shall retain all the rights, powers, privileges and duties of the LC Issuer hereunder with respect to all Letters of Credit outstanding as of the effective date of its resignation as LC Issuer and all LC 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 2.03(c). If Bank of America resigns as Swing Line Lender, it shall retain all the rights of the Swing Line Lender provided for hereunder with respect to Swing Line Loans made by it and outstanding as of the effective date of such replacement has not been duly appointedresignation, such Agent may itself appoint as its replacement any reputable and experienced financial institution including the right to require the Lenders to make Base Rate Loans or may petition a court of competent jurisdiction, with costs and expenses properly incurred fund risk participations in outstanding Swing Line Loans pursuant to Section 2.04(c). Upon the appointment by the Agent Borrower of a successor L/CLC Issuer or Swing Line Lender hereunder (which successor shall in relation all cases be a Lender other than a Defaulting Lender), (a) such successor shall succeed to such petition to be paid by the Issuer. Immediately following such appointment, the Issuer shall give notice of such appointment to the Trustee, the remaining Agents and the Holders whereupon the Issuer, the Trustee, the remaining Agents and the replacement Agent shall acquire and become subject to vested with all of the same rights rights, powers, privileges and duties of the retiring LC Issuer or Swing Line Lender, as applicable, (b) the retiring LC Issuer and Swing Line Lender shall be discharged from all of their respective duties and obligations between themselves as if they had entered into an agreement in hereunder or under the form mutatis mutandis of this Indenture. other Loan Documents, and (c) Upon its resignation becoming effective the Paying Agent successor LC Issuer shall forthwith transfer all moneys held by it hereunderissue 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 Bank of America to effectively assume the successor Paying Agent or, if none, the Trustee or obligations of Bank of America with respect to the Trustee’s order, but shall have no other duties or responsibilities hereunder, and shall be entitled to the payment by the Issuer such Letters of its remuneration for the services previously rendered hereunder and to the reimbursement of all reasonable expenses (including legal fees) incurred in connection therewithCredit.

Resignation of Agents. (a) Any Each Agent may resign its appointment hereunder at any time without the need to give any reason and without being responsible for any costs associated therewith by giving notice of its resignation to the Issuer Lenders and the Trustee (and in Borrower. Upon receipt of any such notice of resignation, the case of resignation Requisite Lenders shall have the right, subject to the reasonable consent of the Paying Agent Borrower (such consent (i) not to be unreasonably withheld or delayed and (ii) not to be required after the Paying Agent giving 30 days’ written noticeoccurrence and during the continuance of an Event of Default under Section 7.01(a) (waivable by the Issuer and the Trusteeor Section 7.01(i)), provided that to appoint a successor, which shall be a bank with an office in the case New York, New York, or an Affiliate of resignation of the Paying Agent any such bank with an office in New York, New York. If no such resignation shall take effect until a new Paying Agent successor shall have been so appointed by the Issuer to exercise the powers Requisite Lenders and undertake the duties hereby conferred and imposed upon the Paying Agent. Following receipt of a notice of resignation from any Agent, the Issuer shall promptly give notice thereof to the Holders in accordance with Section 12.01 Such notice shall expire at least have accepted such appointment within 30 days before or after any due date for payment in respect of the Notes. (b) If any retiring Agent gives notice of its resignation in accordance with this Section 7.12 resigna- tion (such 30-day period, the “Lender Appointment Period”), then the retiring Agent may on behalf of the Lenders, appoint a successor Agent meeting the qualifications set forth above. In addition and without any obligation on the part of the retiring Agent to appoint, on behalf of the Lenders, a replacement successor Agent, the retiring Agent is required may at any time upon or after the end of the Lender Appointment Period notify the Borrower and by the tenth day before Lenders that no qualifying Person has accepted appointment as successor Agent and the expiration effective date of such retiring Agent’s resignation. Upon the resignation effective date established in such notice such replacement and regardless of whether a successor Agent has not been duly appointed, such Agent may itself appoint as its replacement any reputable appointed and experienced financial institution or may petition a court of competent jurisdiction, with costs and expenses properly incurred by the Agent in relation to such petition to be paid by the Issuer. Immediately following accepted such appointment, the Issuer retiring Agent’s resignation shall give notice nonetheless become effective and (i) the retiring Agent shall be discharged from its duties and obligations as Administrative Agent or Collateral Agent, as the case may be, hereunder and under the other Loan Documents and (ii) all payments, communications and determinations provided to be made by, to or through such Agent shall instead be made by or to each Lender directly, until such time as the Requisite Lenders appoint a successor Agent as provided for above in this paragraph. Upon the acceptance of a successor’s appointment as the Administrative Agent or Collateral Agent, as the case may be, 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 as an Agent hereunder or under the other Loan Documents (if not already discharged therefrom as provided above in this 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 Agent’s resignation hereunder and under the other Loan Documents, the provisions of this Article and Section 9.05 shall continue in effect for the benefit of such appointment 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 Trusteeretiring Agent was acting as Administrative Agent or Collateral Agent, as the remaining Agents and the Holders whereupon the Issuer, the Trustee, the remaining Agents and the replacement Agent shall acquire and become subject to the same rights and obligations between themselves as if they had entered into an agreement in the form mutatis mutandis of this Indenturecase may be. (c) Upon its resignation becoming effective the Paying Agent shall forthwith transfer all moneys held by it hereunder, if any, to the successor Paying Agent or, if none, the Trustee or to the Trustee’s order, but shall have no other duties or responsibilities hereunder, and shall be entitled to the payment by the Issuer of its remuneration for the services previously rendered hereunder and to the reimbursement of all reasonable expenses (including legal fees) incurred in connection therewith.

Resignation of Agents. (a) Any The Revolving/TLA Administrative Agent may resign its appointment hereunder at any time without the need to give any reason and without being responsible for any costs associated therewith by giving notice of its resignation to the Issuer Revolving Lenders, the Term A Lenders, the Issuing Lenders, the other Agents and the Trustee Borrower. The TLB Administrative Agent may at any time give notice of its resignation to the Xxxx X Xxxxxxx, the other Agents and the Borrower. The Collateral Agent may at any time give notice of its resignation to the Lenders, the Issuing Lenders, the other Agents and the Borrower. Upon receipt of any such notice of resignation, Required Class Lenders with respect to each Class represented by such Agent (and or in the case of a resignation of the Paying Agent the Paying Agent giving 30 days’ written notice) (waivable by the Issuer Collateral Agent, the Required Lenders) shall have the right, with approval from the Borrower (so long as no Event of Default has occurred and the Trusteeis continuing), provided that to appoint a successor, such approval not to be unreasonably withheld or delayed. If no such successor to the applicable retiring Agent shall have been so appointed by the Required Class Lenders of each applicable Class (or in the case of a resignation of the Paying Agent no such resignation shall take effect until a new Paying Agent shall have been appointed by the Issuer to exercise the powers and undertake the duties hereby conferred and imposed upon the Paying Agent. Following receipt of a notice of resignation from any Collateral Agent, the Issuer Required Lenders) and shall promptly give notice thereof to have accepted such appointment within thirty (30) days after the Holders in accordance with Section 12.01 Such notice shall expire at least 30 days before or after any due date for payment in respect of the Notes. (b) If any retiring Agent gives notice of its resignation, then such retiring Agent may on behalf of the applicable Lenders and, if the retiring Agent is the Revolving/TLA Administrative Agent, the Issuing Lender, appoint a successor Agent meeting the qualifications set forth above; provided that if such retiring 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 (i) the retiring Agent shall be discharged from its duties and obligations hereunder and under the other Loan Documents (except that, in the case of a resignation by the Collateral Agent, in the case of any collateral security held by the Collateral Agent on behalf of the Lenders or the Revolving/TLA Administrative Agent on behalf of the Issuing Lender under any of the Loan Documents, the retiring Collateral Agent shall continue to hold such collateral security until such time as a successor Collateral Agent is appointed) and (ii) all payments, communications and determinations provided to be made by, to or through such retiring Agent shall instead be made by or to each applicable Lender and, if the retiring Agent is the Revolving/TLA Administrative Agent, the Issuing Lender directly, until such time as the Required Class Lenders of each applicable Class with respect to such retiring Agent appoint a successor Agent as provided for above in this Section 7.12 10.6. Upon the acceptance of a successor’s appointment as Agent hereunder, such successor shall succeed to and a replacement become vested with all of the rights, powers, privileges and duties of the retiring (or retired) Agent, and the retiring Agent is required 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 10.6). The fees payable by the tenth day before Borrower to a successor Agent shall be the expiration same as those payable to its predecessor unless otherwise agreed between the Borrower and such successor. After the retiring Agent’s resignation hereunder and under the other Loan Documents, the provisions of this Section 10.6 and Section 11.3 [Expenses; Indemnity; Damage Waiver] shall continue in effect for the benefit of such notice 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. If PNC resigns as Revolving/TLA Administrative Agent under this Section 10.6, PNC shall also resign as Swingline Xxxxxx and as an Issuing Xxxxxx. If PNC resigns as an Issuing Lender, it shall retain all the rights, powers, privileges and duties of an Issuing Lender with respect to all Letters of Credit issued by it that remain outstanding as of the effective date of its resignation as Xxxxxxx Xxxxxx and all Letter of Credit Obligations with respect thereto, including the right to require the Lenders to make Participation Advances pursuant to Section 2.9.3 [Participations, Disbursements, Reimbursement]. If PNC resigns as Swingline Lender, the Borrower shall repay any outstanding Swing Loans on or prior to the effective date of such replacement has not been duly appointedresignation and, to the extent any Swing Loans remain outstanding as of the effective date of its resignation as Swingline Lender, PNC shall retain all the rights, powers, privileges and duties of a Swingline Lender with respect to such Swing Loans, including the right to require the Lenders to make Base Rate Loans pursuant to Section 2.10 [Borrowings to Repay Swing Loans]. Upon the appointment of a successor Xxxxxxxxx/TLA Administrative Agent hereunder, such successor shall (i) succeed to all of the rights, powers, privileges and duties of PNC as a retiring Swingline Lender and Issuing Xxxxxx, Revolving/TLA Administrative Agent may itself appoint as and Collateral Agent and PNC shall be discharged from all of its replacement any reputable and experienced financial institution or may petition a court of competent jurisdiction, with costs and expenses properly incurred by the Agent in relation to such petition to be paid by the Issuer. Immediately following such appointment, the Issuer shall give notice of such appointment to the Trustee, the remaining Agents and the Holders whereupon the Issuer, the Trustee, the remaining Agents and the replacement Agent shall acquire and become subject to the same rights respective duties and obligations between themselves as if they had entered into an agreement Swingline Lender and Issuing Lender, Revolving/TLA Administrative Agent and Collateral Agent under the Loan Documents and (ii) issue letters of credit in substitution for the form mutatis mutandis Letters of this Indenture. (c) Upon its resignation becoming effective the Paying Agent shall forthwith transfer all moneys held Credit issued by it hereunderPNC, if any, outstanding at the time of such succession or make other arrangements satisfactory to PNC to effectively assume the obligations of PNC with respect to such Letters of Credit. If the Person serving as Administrative Agent is a Defaulting Lender pursuant to clause (d) of the definition thereof, the Required Lenders may, to the successor Paying Agent orextent permitted by applicable law, if none, the Trustee or by notice in writing to the Trustee’s orderBorrower and such Person remove such Person as Administrative Agent and, but in consultation with the Borrower, appoint a successor. If no such successor shall have no other duties or responsibilities hereunder, been so appointed by the Required Lenders and shall have accepted such appointment within 30 days (or such earlier day as shall be entitled to the payment agreed by the Issuer of its remuneration for Required Lenders) (the services previously rendered hereunder and to “Removal Effective Date”), then such removal shall nonetheless become effective in accordance with such notice on the reimbursement of all reasonable expenses (including legal fees) incurred in connection therewithRemoval Effective Date.

Resignation of Agents. (a) Any Either Agent may resign its appointment hereunder at any time without the need to give any reason and without being responsible for any costs associated therewith by giving notice of its resignation to the Issuer Lenders, the Issuing Banks and the Trustee (Borrower. Upon receipt of any such notice of resignation, the Majority Lenders shall have the right, in consultation with the Borrowers, to appoint a successor, which shall be a bank with an office in New York, or an Affiliate of any such bank with an office in New York. If no such successor shall have been so appointed by the Majority Lenders and in shall have accepted such appointment within 30 days after the case retiring Agent gives notice of resignation its resignation, then the retiring Agent may on behalf of the Paying Agent the Paying Agent giving 30 days’ written notice) (waivable by the Issuer Lenders and the Trustee)Issuing Banks, appoint a successor Agent meeting the qualifications set forth above provided that if the Agent shall notify the Borrowers and the Lenders that no qualifying Person has accepted such 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 resignation any collateral security held by the Collateral Agent on behalf of the Paying Agent no such resignation shall take effect until a new Paying Lenders or the Issuing Banks under any of the Loan Documents, the retiring Collateral Agent shall have been appointed continue to hold such collateral security 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 such Agent shall instead be made by or to each Lender and each Issuing Bank directly, until such time as the Majority Lenders appoint a successor Agent as provided for above in this paragraph. 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 paragraph). The fees payable by the Issuer Borrowers to exercise a successor Agent shall be the powers same as those payable to its predecessor unless otherwise agreed between the Borrowers and undertake such successor. After the duties hereby conferred retiring Agent’s resignation hereunder and imposed upon under the Paying Agent. Following receipt other Loan Documents, the provisions of a notice this Article and Section 10.04 shall continue in effect for the benefit of resignation from any such retiring Agent, the Issuer shall promptly give notice thereof to the Holders in accordance with Section 12.01 Such notice shall expire at least 30 days before or after any due date for payment 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 Notes. retiring Agent was acting as Agent. Any resignation by the Facility Agent pursuant to this Section shall also constitute its resignation as Issuing Bank. Upon the acceptance of a successor’s appointment as Facility 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) If any Agent gives notice the retiring Issuing Bank shall be discharged from all of its resignation in accordance with this Section 7.12 and a replacement Agent is required and by the tenth day before the expiration of such notice such replacement has not been duly appointed, such Agent may itself appoint as its replacement any reputable and experienced financial institution or may petition a court of competent jurisdiction, with costs and expenses properly incurred by the Agent in relation to such petition to be paid by the Issuer. Immediately following such appointment, the Issuer shall give notice of such appointment to the Trustee, the remaining Agents and the Holders whereupon the Issuer, the Trustee, the remaining Agents and the replacement Agent shall acquire and become subject to the same rights their respective duties and obligations between themselves as if they had entered into an agreement in hereunder or under the form mutatis mutandis of this Indenture. other Loan Documents, and (c) Upon its resignation becoming effective the Paying Agent successor Issuing Bank shall forthwith transfer all moneys held by it hereunderissue letters of credit in substitution for the Letters of Credit, if any, outstanding at the time of such succession or make other arrangement satisfactory to the successor Paying Agent or, if none, retiring Issuing Bank to effectively assume the Trustee or obligations of the retiring Issuing Bank with respect to the Trustee’s order, but shall have no other duties or responsibilities hereunder, and shall be entitled to the payment by the Issuer such Letters of its remuneration for the services previously rendered hereunder and to the reimbursement of all reasonable expenses (including legal fees) incurred in connection therewithCredit.

Resignation of Agents. (a) Any Either Agent may resign its appointment hereunder at any time without the need to give any reason and without being responsible for any costs associated therewith by giving written notice of its resignation to the Lenders, the L/C Issuer and the Trustee (and Borrower. Upon receipt of any such notice of resignation, the Required Lenders shall have the right to appoint a successor, which shall be a bank with an office in the case United States, or an Affiliate of resignation any such bank with an office in the United States and shall, unless an Event of Default has occurred and is continuing at the time of such appointment, be reasonably acceptable to the Borrower. If no such successor shall have been so appointed by the Required Lenders and shall have accepted such appointment within thirty (30) days after the retiring Agent gives notice of its resignation, then the retiring Agent may on behalf of the Paying Agent the Paying Agent giving 30 days’ written notice) (waivable by the Issuer Lenders and the Trustee)L/C Issuer, appoint a successor Administrative Agent or Collateral Agent, as applicable, meeting the qualifications set forth above; provided that if the Administrative Agent or the Collateral 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 resignation any Collateral held by the Collateral Agent on behalf of the Paying Agent no such resignation shall take effect until a new Paying Lenders or the L/C Issuer under any of the Loan Documents, the retiring Collateral Agent shall have been appointed continue to hold such collateral security 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 Administrative 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 Administrative Agent as provided for above in this Section. Upon the acceptance of a successor’s appointment as Administrative Agent or Collateral Agent, as applicable, 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 Issuer Borrower to exercise a successor Administrative Agent shall be the powers same as those payable to its predecessor unless otherwise agreed between the Borrower and undertake such successor. After the duties hereby conferred retiring Agent’s resignation hereunder and imposed upon under the Paying Agent. Following receipt other Loan Documents, the provisions of a notice this Article and Section 10.04 shall continue in effect for the benefit of resignation from any such retiring Agent, the Issuer shall promptly give notice thereof to the Holders in accordance with Section 12.01 Such notice shall expire at least 30 days before or after any due date for payment 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 Notes. retiring Agent was acting as Administrative Agent or Collateral Agent hereunder. Upon the acceptance of a successor’s appointment as Administrative Agent hereunder, (a) such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring L/C Issuer and Swing Line Lender, (b) If any Agent gives notice the retiring L/C Issuer and Swing Line Lender shall be discharged from all of its resignation in accordance with this Section 7.12 and a replacement Agent is required and by the tenth day before the expiration of such notice such replacement has not been duly appointed, such Agent may itself appoint as its replacement any reputable and experienced financial institution or may petition a court of competent jurisdiction, with costs and expenses properly incurred by the Agent in relation to such petition to be paid by the Issuer. Immediately following such appointment, the Issuer shall give notice of such appointment to the Trustee, the remaining Agents and the Holders whereupon the Issuer, the Trustee, the remaining Agents and the replacement Agent shall acquire and become subject to the same rights their respective duties and obligations between themselves as if they had entered into an agreement in hereunder or under the form mutatis mutandis of this Indenture. other Loan Documents, and (c) Upon its resignation becoming effective the Paying Agent successor L/C Issuer shall forthwith transfer all moneys held by it hereunderissue 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 successor Paying Agent or, if none, retiring L/C Issuer to effectively assume the Trustee or obligations of the retiring L/C Issuer with respect to the Trustee’s order, but shall have no other duties or responsibilities hereunder, and shall be entitled to the payment by the Issuer such Letters of its remuneration for the services previously rendered hereunder and to the reimbursement of all reasonable expenses (including legal fees) incurred in connection therewithCredit.

Resignation of Agents. (a) Any Agent may resign its appointment hereunder at any time without the need to give any reason and without being responsible for any costs associated therewith by giving notice to the Lead Issuer and the Trustee (and in the case of resignation of the Paying Agent the Paying Agent giving 30 days’ prior written notice) notice (waivable by the Lead Issuer and the Trustee), provided ; pro- vided that in the case of resignation of the Paying Agent no such resignation shall take effect until a new Paying Agent shall have been appointed by the Lead Issuer to exercise the powers and undertake the duties du- ties hereby conferred and imposed upon the Paying Agent. Following receipt of a notice of resignation from any Agent, the Lead Issuer shall promptly give notice thereof to the Holders in accordance with Section 12.01 Such notice shall expire at least 30 days before or after any due date for payment in respect of the NotesSec- tion 13.01 hereof. (b) If any Agent gives notice of its resignation in accordance with this Section 7.12 and a replacement re- placement Agent is required and by the tenth day before the expiration of such notice such replacement has not been duly appointed, such Agent may itself appoint as its replacement any reputable and experienced experi- enced financial institution or may petition a court of competent jurisdictionjurisdiction to appoint a replacement, with properly incurred costs and expenses properly incurred by the Agent in relation to such petition to be paid by the IssuerIssuers. Immediately following such appointment, the Lead Issuer shall give notice of such appointment to the Trustee, the remaining Agents and the Holders whereupon the IssuerIssuers, the Trustee, the remaining Agents and the replacement Agent shall acquire and become subject to the same rights and obligations between themselves as if they had entered into an agreement in the form mutatis mutandis of this Indenture. (c) Upon its resignation becoming effective effective, the Paying Agent shall forthwith transfer all moneys held by it hereunder, if any, to the successor Paying Agent or, if none, the Trustee or to the TrusteeTrus- tee’s order, but shall have no other duties or responsibilities hereunder, and shall be entitled to the payment pay- ment by the Issuer Issuers of its remuneration for the services previously rendered hereunder and to the reimbursement xxxx- bursement of all reasonable expenses (including legal fees) incurred in connection therewith. (d) Notwithstanding replacement of an Agent pursuant to this Section 7.12, the Issuer’s obli- gations under Section 7.06 hereof shall continue for the benefit of the retiring Agent.

Resignation of Agents. (a) Any The Administrative Agent may resign its appointment hereunder at any time without and shall resign upon any removal thereof as a Lender pursuant to the need to give any reason and without being responsible for any costs associated therewith by giving terms of this Agreement upon at least thirty (30) days’ prior written notice to the Issuer Lenders and the Trustee (and in the case of Borrower. Any resignation of the Paying Administrative Agent shall not be effective until a replacement therefor is appointed pursuant to the Paying Agent giving 30 days’ written notice) (waivable by the Issuer and the Trustee), provided that in the case of terms hereof. Upon any such resignation of the Paying Agent Administrative Agent, the Required Lenders and, so long as no such resignation Event of Default shall take effect until then exist, with the consent of the Borrower (which consent shall not be unreasonably withheld or delayed) shall have the right to appoint a new Paying successor Administrative Agent. If no successor Administrative Agent shall have been so appointed by the Issuer to exercise Required Lenders and shall have accepted such appointment within thirty (30) days after the powers and undertake the duties hereby conferred and imposed upon the Paying retiring Administrative Agent. Following receipt ’s giving of a notice of resignation, then the retiring Administrative Agent may, on behalf of the Lenders and, so long as no Event of Default shall then exist, with the consent of the Borrower (which consent shall not be unreasonably withheld or delayed) appoint a successor Administrative Agent which shall be any Lender hereunder or any commercial bank organized under the 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 thereupon succeed to and become vested with all the rights and duties of the retiring Administrative Agent under the Credit Documents; and the retiring Administrative Agent shall be discharged from its duties and obligations thereunder. After any retiring Administrative Agent’s resignation from any hereunder as Administrative Agent, the Issuer shall promptly give notice thereof to the Holders in accordance with Section 12.01 Such notice shall expire at least 30 days before or after any due date for payment in respect provisions of this Article X and all protective provisions of the Notes. (b) If other Credit Documents shall inure to its benefit as to any Agent gives notice of its resignation in accordance with this Section 7.12 and a replacement Agent is required and by the tenth day before the expiration of such notice such replacement has not been duly appointed, such Agent may itself appoint as its replacement any reputable and experienced financial institution actions taken or may petition a court of competent jurisdiction, with costs and expenses properly incurred by the Agent in relation to such petition omitted to be paid by the Issuer. Immediately following such appointment, the Issuer shall give notice of such appointment to the Trustee, the remaining Agents and the Holders whereupon the Issuer, the Trustee, the remaining Agents and the replacement Agent shall acquire and become subject to the same rights and obligations between themselves as if they had entered into an agreement in the form mutatis mutandis of this Indenture. (c) Upon its resignation becoming effective the Paying Agent shall forthwith transfer all moneys held taken by it hereunder, if any, to the successor Paying Agent or, if none, the Trustee or to the Trustee’s order, but shall have no other duties or responsibilities hereunder, and shall be entitled to the payment by the Issuer of its remuneration for the services previously rendered hereunder and to the reimbursement of all reasonable expenses (including legal fees) incurred in connection therewithwhile it was Administrative Agent.

Resignation of Agents. Any Agent may at any time give written 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 Borrower, to appoint a successor, which shall be a bank with an office in the United States, or an Affiliate of any such bank with an office in the United States and shall, unless an Event of Default has occurred and is continuing at the time of such appointment, be reasonably acceptable to the Borrower (whose consent shall not be unreasonably withheld or delayed). If no such successor shall have been so appointed by the Required Lenders and shall have accepted such appointment within thirty (30) days after the retiring Agent gives notice of its resignation, then the retiring Agent may 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 (a) Any the retiring Agent may resign shall be discharged from its appointment duties and obligations hereunder at any time without and under the need to give any reason and without being responsible for any costs associated therewith by giving notice to the Issuer and the Trustee other Loan Documents (and in the case of resignation of the Paying Agent the Paying Agent giving 30 days’ written notice) (waivable by the Issuer and the Trustee), provided except that in the case of resignation any Collateral held by the Collateral Agent on behalf of the Paying Agent no such resignation shall take effect until a new Paying Lenders under any of the Loan Documents, the retiring Collateral Agent shall have been appointed continue to hold such Collateral until such time as a successor Collateral Agent is appointed) and (b) 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 Issuer to exercise Required Lenders appoint a successor Agent as provided for above in this Section. Upon the powers and undertake the duties hereby conferred and imposed upon the Paying Agent. Following receipt acceptance of a notice successor’s appointment as Agent hereunder, such successor shall succeed to and become vested with all of resignation from any the rights, powers, privileges and duties of the retiring (or retired) Agent, and the Issuer retiring Agent shall promptly give notice thereof to be discharged from all of its duties and obligations hereunder or under the Holders other Loan Documents (if not already discharged therefrom as provided above in accordance with this Section). After the retiring Agent’s resignation hereunder and under the other Loan Documents, the provisions of this Article and Section 12.01 Such notice 10.04 shall expire at least 30 days before or after any due date continue in effect for payment the benefit of such retiring Agent, its sub-agents and their respective Related Parties in respect of the Notes. (b) If any Agent gives notice of its resignation in accordance with this Section 7.12 and a replacement Agent is required and by the tenth day before the expiration of such notice such replacement has not been duly appointed, such Agent may itself appoint as its replacement any reputable and experienced financial institution actions taken or may petition a court of competent jurisdiction, with costs and expenses properly incurred by the Agent in relation to such petition omitted to be paid taken by any of them while the Issuer. Immediately following such appointment, the Issuer shall give notice of such appointment to the Trustee, the remaining Agents and the Holders whereupon the Issuer, the Trustee, the remaining Agents and the replacement retiring Agent shall acquire and become subject to the same rights and obligations between themselves was acting as if they had entered into an agreement in the form mutatis mutandis of this IndentureAdministrative Agent or Collateral Agent hereunder. (c) Upon its resignation becoming effective the Paying Agent shall forthwith transfer all moneys held by it hereunder, if any, to the successor Paying Agent or, if none, the Trustee or to the Trustee’s order, but shall have no other duties or responsibilities hereunder, and shall be entitled to the payment by the Issuer of its remuneration for the services previously rendered hereunder and to the reimbursement of all reasonable expenses (including legal fees) incurred in connection therewith.

Resignation of Agents. 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 Majority Lenders shall have the right, in consultation with the Borrower, to appoint another Person as successor Agent. If no such successor shall have been so appointed by the Majority Lenders within thirty (30) days after the retiring Agent gives notice of its resignation, then the retiring Agent may on behalf of the Lenders, appoint a successor Agent, which shall be an institution reasonably acceptable to the Majority Lenders; provided that if such retiring Agent notifies the Borrower and the Lenders that it is unable to find an institution reasonably acceptable to the Majority Lenders to accept such appointment, (a) Any Agent may resign its appointment hereunder at any time without the need to give any reason and without being responsible for any costs associated therewith by giving notice to the Issuer retiring Agent’s resignation shall nonetheless thereupon become effective and the Trustee retiring Administrative Agent shall be discharged from its duties and obligations under each Loan Document (and in the case of resignation of the Paying Agent the Paying Agent giving 30 days’ written notice) (waivable by the Issuer and the Trustee), provided except that in the case of resignation any Collateral held by the Collateral Agent under any of the Paying Agent no such resignation shall take effect until a new Paying Loan Documents, the retiring Collateral Agent shall have been appointed continue to hold such Collateral until such time as a successor Collateral Agent is appointed) and (b) all communications, determinations and payments to be made by, to or through each Agent shall instead be made by, to or through each Lender directly, until such time as the Majority Lenders appoint a successor Agent as provided for above in this Section 10.6. Once a successor Agent is appointed, it shall succeed to and become vested with all of the rights, powers and duties of the retiring (or retired) Agent under each Loan Document, and the retiring (or retired) Agent shall, if not already discharged therefrom as provided above, be discharged from all of its duties and obligations under each Loan Document. The fees payable by the Issuer Borrower to exercise a successor Agent shall be the powers same as those payable to its predecessor, unless otherwise agreed between the Borrower and undertake such successor. After the duties hereby conferred retiring Agent’s resignation, the provisions of Article 10, Section 11.5, Section 11.6, Section 11.8, Section 11.13 and imposed upon Section 11.14, Section 11.15 and Section 11.18 shall continue in effect for the Paying Agent. Following receipt benefit of a notice of resignation from any such retiring Agent, the Issuer shall promptly give notice thereof to the Holders in accordance with Section 12.01 Such notice shall expire at least 30 days before or after any due date for payment its sub-agents and their respective Affiliates in respect of the Notes. (b) If any Agent gives notice of its resignation in accordance with this Section 7.12 and a replacement Agent is required and by the tenth day before the expiration of such notice such replacement has not been duly appointed, such Agent may itself appoint as its replacement any reputable and experienced financial institution actions taken or may petition a court of competent jurisdiction, with costs and expenses properly incurred by the Agent in relation to such petition omitted to be paid taken by any of them while it was acting as or on behalf of the Issuer. Immediately following such appointment, the Issuer shall give notice of such appointment to the Trustee, the remaining Agents and the Holders whereupon the Issuer, the Trustee, the remaining Agents and the replacement Agent shall acquire and become subject to the same rights and obligations between themselves as if they had entered into an agreement in the form mutatis mutandis of this IndentureAgent. (c) Upon its resignation becoming effective the Paying Agent shall forthwith transfer all moneys held by it hereunder, if any, to the successor Paying Agent or, if none, the Trustee or to the Trustee’s order, but shall have no other duties or responsibilities hereunder, and shall be entitled to the payment by the Issuer of its remuneration for the services previously rendered hereunder and to the reimbursement of all reasonable expenses (including legal fees) incurred in connection therewith.

Resignation of Agents. (a) Any Agent may resign its appointment hereunder at any time without the need to give any reason and without being responsible for any costs associated therewith by giving notice to the Issuer and the Trustee (and in the case of resignation of the Paying Agent the Paying Agent giving 30 days’ written notice) (waivable by the Issuer and the Trustee), provided that in the case of resignation of the Paying Agent no such resignation shall take effect until a new Paying Agent shall have been appointed by the Issuer to exercise the powers and undertake the duties hereby conferred and imposed upon the Paying Agent. Following receipt of a notice of resignation from any Agent, the Issuer shall promptly give notice thereof to the Holders in accordance with Section 12.01 Such notice shall expire at least 30 days before or after any due date for payment in respect of the Notes. (b) If any Agent gives notice of its resignation in accordance with this Section 7.12 and a replacement Agent is required and by the tenth day before the expiration of such notice such replacement has not been duly appointed, such Agent may itself appoint as its replacement any reputable and experienced financial institution or may petition a court of competent jurisdiction, with costs and expenses properly incurred by the Agent in relation to such petition to be paid by the Issuer. Immediately following such appointment, the Issuer shall give notice of such appointment to the Trustee, the remaining Agents and the Holders whereupon the Issuer, the Trustee, the remaining Agents and the replacement Agent shall acquire and become subject to the same rights and obligations between themselves as if they had entered into an agreement in the form mutatis mutandis of this Indenture. (c) Upon its resignation becoming effective the Paying Agent shall forthwith transfer all moneys held by it hereunder, if any, to the successor Paying Agent or, if none, the Trustee or to the Trustee’s order, but shall have no other duties or responsibilities hereunder, and shall be entitled to the payment by the Issuer of its remuneration for the services previously rendered hereunder and to the reimbursement of all reasonable expenses (including legal fees) incurred in connection therewith.

Resignation of Agents. (a) Any Either Agent may resign its appointment hereunder at any time without the need to give any reason and without being responsible for any costs associated therewith by giving written notice of its resignation to the Issuer Lenders and the Trustee Borrower. Upon receipt of any such notice of resignation, the Required Lenders shall have the right to appoint a successor, which shall be a Lender or an Affiliate of any such Lender (having a combined capital and surplus of at least [__________]*), and which in the case of resignation the Administrative Agent shall have an office in New York. If no such successor shall have been so appointed by the Required Lenders and shall have accepted such appointment within [__________]* after the retiring Agent gives notice of its resignation, then the retiring Agent may on behalf of the Paying Lenders, appoint a successor Agent meeting the Paying qualifications set forth above; provided that if the Agent giving 30 days’ written notice) (waivable by shall notify the Issuer Borrower and the Trustee)Lenders that no qualifying Person has accepted such appointment, provided 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 resignation any collateral security held by the Collateral Agent on behalf of the Paying Agent no such resignation shall take effect until a new Paying Lenders under any of the Loan Documents, the retiring Collateral Agent shall have been appointed continue to hold such collateral security 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 such 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 paragraph. 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 paragraph). The fees payable by the Issuer Borrower to exercise a successor Agent shall be the powers same as those payable to its predecessor unless otherwise agreed between the Borrower and undertake such successor. After the duties hereby conferred retiring Agent’s resignation hereunder and imposed upon under the Paying Agent. Following receipt other Loan Documents, the provisions of a notice this Article and Section 9.4 shall continue in effect for the benefit of resignation from any such retiring Agent, the Issuer shall promptly give notice thereof to the Holders in accordance with Section 12.01 Such notice shall expire at least 30 days before or after any due date for payment its sub­agents and their respective Related Parties in respect of the Notes. (b) If any Agent gives notice of its resignation in accordance with this Section 7.12 and a replacement Agent is required and by the tenth day before the expiration of such notice such replacement has not been duly appointed, such Agent may itself appoint as its replacement any reputable and experienced financial institution actions taken or may petition a court of competent jurisdiction, with costs and expenses properly incurred by the Agent in relation to such petition omitted to be paid taken by any of them while the Issuerretiring Agent was acting as Agent. Immediately following such appointment, *Information marked with an asterisk herein has been omitted and filed separately with the Issuer shall give notice of such appointment Commission pursuant to the Trustee, the remaining Agents and the Holders whereupon the Issuer, the Trustee, the remaining Agents and the replacement Agent shall acquire and become subject to the same rights and obligations between themselves as if they had entered into an agreement in the form mutatis mutandis of this Indenturea request for confidential treatment. (c) Upon its resignation becoming effective the Paying Agent shall forthwith transfer all moneys held by it hereunder, if any, to the successor Paying Agent or, if none, the Trustee or to the Trustee’s order, but shall have no other duties or responsibilities hereunder, and shall be entitled to the payment by the Issuer of its remuneration for the services previously rendered hereunder and to the reimbursement of all reasonable expenses (including legal fees) incurred in connection therewith.

Resignation of Agents. (a) Any Either Agent may resign its appointment hereunder at any time without the need to give any reason and without being responsible for any costs associated therewith by giving written notice of its resignation to the Issuer Lenders and the Trustee (and Borrower. Upon receipt of any such notice of resignation, the Majority Lenders shall have the right, with the consent of the Borrower, to appoint a successor, which shall be a bank with an office in the case United States, or an Affiliate of resignation any such bank with an office in the United States. If no such successor shall have been so appointed by the Majority Lenders and shall have accepted such appointment within 30 days after the retiring Agent gives notice of its resignation, then the retiring Agent may on behalf of the Paying Lenders, appoint a successor Administrative Agent or Collateral Agent, as applicable, meeting the Paying qualifications set forth above; provided that if the Administrative Agent giving 30 days’ written notice) (waivable by or the Issuer Collateral Agent shall notify the Borrower and the Trustee)Lenders that no qualifying Person has accepted such appointment, provided 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 resignation any Collateral held by the Collateral Agent on behalf of the Paying Agent no such resignation shall take effect until a new Paying Lenders under any of the Loan Documents, the retiring Collateral Agent shall have been appointed continue to hold such collateral security 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 Administrative Agent shall instead be made by or to each Lender directly, until such time as the Majority Lenders appoint a successor Administrative Agent as provided for above in this Section. Upon the acceptance of a successor’s appointment as Administrative Agent or Collateral Agent, as applicable, 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 Issuer Borrower to exercise a successor Administrative Agent shall be the powers same as those payable to its predecessor unless otherwise agreed between the Borrower and undertake such successor. After the duties hereby conferred retiring Agent’s resignation hereunder and imposed upon under the Paying Agent. Following receipt other Loan Documents, the provisions of a notice this Article and Section 11.04 shall continue in effect for the benefit of resignation from any such retiring Agent, the Issuer shall promptly give notice thereof to the Holders in accordance with Section 12.01 Such notice shall expire at least 30 days before or after any due date for payment its sub-agents and their respective Related Parties in respect of the Notes. (b) If any Agent gives notice of its resignation in accordance with this Section 7.12 and a replacement Agent is required and by the tenth day before the expiration of such notice such replacement has not been duly appointed, such Agent may itself appoint as its replacement any reputable and experienced financial institution actions taken or may petition a court of competent jurisdiction, with costs and expenses properly incurred by the Agent in relation to such petition omitted to be paid taken by any of them while the Issuer. Immediately following such appointment, the Issuer shall give notice of such appointment to the Trustee, the remaining Agents and the Holders whereupon the Issuer, the Trustee, the remaining Agents and the replacement retiring Agent shall acquire and become subject to the same rights and obligations between themselves was acting as if they had entered into an agreement in the form mutatis mutandis of this IndentureAdministrative Agent or Collateral Agent hereunder. (c) Upon its resignation becoming effective the Paying Agent shall forthwith transfer all moneys held by it hereunder, if any, to the successor Paying Agent or, if none, the Trustee or to the Trustee’s order, but shall have no other duties or responsibilities hereunder, and shall be entitled to the payment by the Issuer of its remuneration for the services previously rendered hereunder and to the reimbursement of all reasonable expenses (including legal fees) incurred in connection therewith.

Resignation of Agents. Each Agent may at any time give notice of its resignation to the Lenders, the L/C Issuers and the Borrower. Upon receipt of any such notice of resignation, the Required Lenders shall have the right, with, so long as no Event of Default has occurred or is continuing, the consent of the Borrower (such consent not to be unreasonably withheld or delayed), to appoint a successor, which shall be a bank with an office in the United States, or an Affiliate of any such bank with an office in the United States. If no such successor shall have been so appointed by the Required Lenders and shall have accepted such appointment within 30 days after the retiring Agent gives notice of its resignation, then the retiring Agent may on behalf of the Lenders 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 (a) Any the retiring Agent may resign shall be discharged from its appointment duties and obligations hereunder at any time without and under the need to give any reason and without being responsible for any costs associated therewith by giving notice to the Issuer and the Trustee other Loan Documents (and in the case of resignation of the Paying Agent the Paying Agent giving 30 days’ written notice) (waivable by the Issuer and the Trustee), provided except that in the case of resignation any collateral security held by the Collateral Agent on behalf of the Paying Agent no such resignation shall take effect until a new Paying Lenders or the L/C Issuer under any of the Loan Documents, the retiring Collateral Agent shall continue to hold as nominee such collateral security until such time as a successor Collateral Agent is appointed) and (b) all payments, communications and determinations provided to be made by, to or through an 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 9.07. 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) (and for the avoidance of doubt, any successor Collateral Agent shall be deemed to have been appointed actual knowledge of any Swap Agreements outstanding at such time), 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 9.07). The fees payable by the Issuer Borrower to exercise a successor Agent shall be the powers same as those payable to its predecessor unless otherwise agreed between the Borrower and undertake such successor. After the duties hereby conferred retiring Agent’s resignation hereunder and imposed upon under the Paying Agent. Following receipt other Loan Documents, the provisions of a notice this Article and Section 10.04 shall continue in effect for the benefit of resignation from any such retiring Agent, the Issuer shall promptly give notice thereof to the Holders in accordance with Section 12.01 Such notice shall expire at least 30 days before or after any due date for payment 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 Notes. (b) If any retiring Agent gives notice of was acting as Agent. Any resignation by Barclays Bank PLC as Administrative Agent pursuant to this Section 9.07 shall also constitute its resignation in accordance as the L/C Issuer and Swing Line Lender. Upon the acceptance of a successor’s appointment as Administrative Agent hereunder, (i) such successor shall succeed to and become vested with this Section 7.12 all of the rights, powers, privileges and a replacement Agent is required duties of the retiring L/C Issuer and by Swing Line Lender, (ii) the tenth day before retiring L/C Issuer and Swing Line Lender shall be discharged from all of their respective duties and obligations hereunder or under the expiration of such notice such replacement has not been duly appointedother Loan Documents, such Agent may itself appoint as its replacement any reputable and experienced financial institution or may petition a court of competent jurisdiction, with costs and expenses properly incurred by (iii) the Agent in relation to such petition to be paid by the Issuer. Immediately following such appointment, the successor L/C Issuer shall give notice issue letters of such appointment to credit in substitution for the Trustee, the remaining Agents and the Holders whereupon the Issuer, the Trustee, the remaining Agents and the replacement Agent shall acquire and become subject to the same rights and obligations between themselves as if they had entered into an agreement in the form mutatis mutandis Letters of this Indenture. (c) Upon its resignation becoming effective the Paying Agent shall forthwith transfer all moneys held by it hereunderCredit, if any, outstanding at the time of such succession or make other arrangements satisfactory to the successor Paying Agent or, if none, retiring L/C Issuer to effectively assume the Trustee or obligations of the retiring L/C Issuer with respect to the Trustee’s order, but shall have no other duties or responsibilities hereunder, and shall be entitled to the payment by the Issuer such Letters of its remuneration for the services previously rendered hereunder and to the reimbursement of all reasonable expenses (including legal fees) incurred in connection therewithCredit.

Resignation of Agents. (a) Any Either Agent may resign its appointment hereunder at any time without the need to give any reason and without being responsible for any costs associated therewith by giving written notice of its resignation to the Lenders, the L/C Issuer and the Trustee (and Lead Borrower. Upon receipt of any such notice of resignation, the Required Lenders shall have the right, in consultation with the Lead Borrower, to appoint a successor, which shall be a bank with an office in the case United States, or an Affiliate of resignation any such bank with an office in the United States. If no such successor shall have been so appointed by the Required Lenders and shall have accepted such appointment within 30 days after the retiring Agent gives notice of its resignation, then the retiring Agent may on behalf of the Paying Agent the Paying Agent giving 30 days’ written notice) (waivable by the Issuer Lenders and the Trustee)L/C Issuer, appoint a successor Administrative Agent or Collateral Agent, as applicable, meeting the qualifications set forth above; provided that if the Administrative Agent or the Collateral 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 resignation any Collateral held by the Collateral Agent on behalf of the Paying Agent no such resignation shall take effect until a new Paying Lenders or the L/C Issuer under any of the Loan Documents, the retiring Collateral Agent shall have been appointed continue to hold such collateral security 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 Administrative 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 Administrative Agent as provided for above in this Section. Upon the acceptance of a successor’s appointment as Administrative Agent or Collateral Agent, as applicable, 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 Issuer Borrowers to exercise a successor Administrative Agent shall be the powers same as those payable to its predecessor unless otherwise agreed between the Lead Borrower and undertake such successor. After the duties hereby conferred retiring Agent’s resignation hereunder and imposed upon under the Paying Agent. Following receipt other Loan Documents, the provisions of a notice this Article and Section 10.04 shall continue in effect for the benefit of resignation from any such retiring Agent, the Issuer shall promptly give notice thereof to the Holders in accordance with Section 12.01 Such notice shall expire at least 30 days before or after any due date for payment 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 Notes. retiring Agent was acting as Administrative Agent or Collateral Agent hereunder. Any resignation by Xxxxx Fargo Retail Finance, LLC as Administrative Agent pursuant to this Section shall also constitute the resignation of Xxxxx Fargo Retail Finance, LLC as Swing Line Lender and Xxxxx Fargo Bank as L/C Issuer. Upon the acceptance of a successor’s appointment as Administrative Agent hereunder, (a) such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring L/C Issuer and Swing Line Lender, (b) If any Agent gives notice the retiring L/C Issuer and Swing Line Lender shall be discharged from all of its resignation in accordance with this Section 7.12 and a replacement Agent is required and by the tenth day before the expiration of such notice such replacement has not been duly appointed, such Agent may itself appoint as its replacement any reputable and experienced financial institution or may petition a court of competent jurisdiction, with costs and expenses properly incurred by the Agent in relation to such petition to be paid by the Issuer. Immediately following such appointment, the Issuer shall give notice of such appointment to the Trustee, the remaining Agents and the Holders whereupon the Issuer, the Trustee, the remaining Agents and the replacement Agent shall acquire and become subject to the same rights duties and obligations between themselves as if they had entered into an agreement in hereunder or under the form mutatis mutandis of this Indenture. other Loan Documents, and (c) Upon its resignation becoming effective the Paying Agent successor L/C Issuer shall forthwith transfer all moneys held by it hereunderissue 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 successor Paying Agent or, if none, retiring L/C Issuer to effectively assume the Trustee or obligations of the retiring L/C Issuer with respect to the Trustee’s order, but shall have no other duties or responsibilities hereunder, and shall be entitled to the payment by the Issuer such Letters of its remuneration for the services previously rendered hereunder and to the reimbursement of all reasonable expenses (including legal fees) incurred in connection therewithCredit.

Resignation of Agents. Each of the Administrative Agent and the ULCA Collateral Agent and Affiliates may at any time give notice of its resignation to the Lenders, the Issuing Banks and the Borrower (and, if Administrative Agent and ULCA Collateral Agent at such time, upon any such resignation the other Agent shall resign concurrently). Upon receipt of any such notice of resignation, the Required Lenders shall have the right, with the consent of the Borrower (not to be unreasonably withheld or delayed) unless an Event of Default under Section 7.1(a)(1), (7) or (8) is continuing, to appoint a successor, which shall be a bank with an office in the United States, or an Affiliate of any such bank with an office in the United States (which successor, if such resigning Agent is resigning in both capacities, shall act as both Administrative Agent and ULCA Collateral Agent). If no such successor shall have been so appointed by the Required Lenders and shall have accepted such appointment within 30 days after the retiring Agent gives notice of its resignation, then the retiring Agent may, on behalf of the Lenders and the Issuing Banks, with the consent of the Borrower (not to be unreasonably withheld or delayed) unless an Event of Default under Section 7.1(a)(1), (7) or (8) is continuing, appoint a successor Agent (in the same capacity) meeting the qualifications set forth above; provided that if such Agent shall notify the Borrower, the Lenders and the Issuing Banks that no qualifying Person has accepted such appointment, then such resignation shall nonetheless become effective in accordance with such notice and (a) Any the retiring Agent may resign shall be discharged from its appointment duties and obligations hereunder at any time without and under the need to give any reason and without being responsible for any costs associated therewith by giving notice to the Issuer and the Trustee other Loan Documents (and in the case of resignation of the Paying Agent the Paying Agent giving 30 days’ written notice) (waivable by the Issuer and the Trustee), provided except that in the case of resignation any collateral security held by the ULCA Collateral Agent on behalf of the Paying Agent no such resignation shall take effect until a new Paying Secured Parties under any of the Loan Documents, the retiring ULCA Collateral Agent shall have been appointed continue to hold such collateral security until such time as a successor ULCA Collateral Agent is appointed) and (b) all payments, communications and determinations provided to be made by, to or through such Agent shall instead be made by or to each Person directly, until such time as the Required Lenders appoint a successor for such Agent as provided for above in this Section. Upon the acceptance of a successor’s appointment as Administrative Agent or ULCA Collateral Agent hereunder, such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring (or retired) predecessor 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 Issuer Borrower to exercise a successor Agent shall be the powers same as those payable to its predecessor unless otherwise agreed between the Borrower and undertake such successor. After a retiring Agent’s resignation hereunder and under the duties hereby conferred other Loan Documents, the provisions of this Section 8 and imposed upon Section 9.5 shall continue in effect for the Paying Agent. Following receipt benefit of a notice of resignation from any such retiring Agent, the Issuer shall promptly give notice thereof to the Holders in accordance with Section 12.01 Such notice shall expire at least 30 days before or after any due date for payment its sub-agents and their respective Related Parties in respect of the Notes. (b) If any Agent gives notice of its resignation in accordance with this Section 7.12 and a replacement Agent is required and by the tenth day before the expiration of such notice such replacement has not been duly appointed, such Agent may itself appoint as its replacement any reputable and experienced financial institution actions taken or may petition a court of competent jurisdiction, with costs and expenses properly incurred by the Agent in relation to such petition omitted to be paid taken by any of them while the Issuer. Immediately following retiring Agent was acting in such appointment, the Issuer shall give notice of such appointment to the Trustee, the remaining Agents and the Holders whereupon the Issuer, the Trustee, the remaining Agents and the replacement Agent shall acquire and become subject to the same rights and obligations between themselves capacity as if they had entered into an agreement in the form mutatis mutandis of this IndentureAgent. (c) Upon its resignation becoming effective the Paying Agent shall forthwith transfer all moneys held by it hereunder, if any, to the successor Paying Agent or, if none, the Trustee or to the Trustee’s order, but shall have no other duties or responsibilities hereunder, and shall be entitled to the payment by the Issuer of its remuneration for the services previously rendered hereunder and to the reimbursement of all reasonable expenses (including legal fees) incurred in connection therewith.

Resignation of Agents. (a) Any Agent may resign its appointment hereunder at any time without the need to give any reason and without being responsible for any costs associated therewith by giving written notice of its resignation to the Lenders, the L/C Issuer and the Trustee (and Lead Borrower. Upon receipt of any such notice of resignation, the Required Lenders shall have the right, in consultation with the Lead Borrower, to appoint a successor, which shall be a bank with an office in the case United States, or an Affiliate of resignation any such bank with an office in the United States. If no such successor shall have been so appointed by the Required Lenders and shall have accepted such appointment within 30 days after the retiring Agent gives notice of its resignation, then the retiring Agent may on behalf of the Paying Agent the Paying Agent giving 30 days’ written notice) (waivable by the Issuer Lenders and the Trustee)L/C Issuer, appoint a successor Administrative Agent or Collateral Agent, as applicable, meeting the qualifications set forth above; provided that if the Administrative Agent or the Collateral 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 resignation any Collateral held by the Collateral Agent on behalf of the Paying Agent no such resignation shall take effect until a new Paying Lenders or the L/C Issuer under any of the Loan Documents, the retiring Collateral Agent shall have been appointed continue to hold such collateral security 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 Administrative 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 Administrative Agent as provided for above in this Section. Upon the acceptance of a successor’s appointment as Administrative Agent or Collateral Agent, as applicable, 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 Issuer Borrowers to exercise a successor Administrative Agent shall be the powers same as those payable to its predecessor unless otherwise agreed between the Lead Borrower and undertake such successor. After the duties hereby conferred retiring Agent’s resignation hereunder and imposed upon under the Paying Agent. Following receipt other Loan Documents, the provisions of a notice this Article and Section 9.04 shall continue in effect for the benefit of resignation from any such retiring Agent, the Issuer shall promptly give notice thereof to the Holders in accordance with Section 12.01 Such notice shall expire at least 30 days before or after any due date for payment its sub-agents and their respective Related Parties in respect of the Notes. (b) If any Agent gives notice of its resignation in accordance with this Section 7.12 and a replacement Agent is required and by the tenth day before the expiration of such notice such replacement has not been duly appointed, such Agent may itself appoint as its replacement any reputable and experienced financial institution actions taken or may petition a court of competent jurisdiction, with costs and expenses properly incurred by the Agent in relation to such petition omitted to be paid taken by any of them while the Issuer. Immediately following such appointment, the Issuer shall give notice of such appointment to the Trustee, the remaining Agents and the Holders whereupon the Issuer, the Trustee, the remaining Agents and the replacement retiring Agent shall acquire and become subject to the same rights and obligations between themselves was acting as if they had entered into an agreement in the form mutatis mutandis of this IndentureAdministrative Agent or Collateral Agent hereunder. (c) Upon its resignation becoming effective the Paying Agent shall forthwith transfer all moneys held by it hereunder, if any, to the successor Paying Agent or, if none, the Trustee or to the Trustee’s order, but shall have no other duties or responsibilities hereunder, and shall be entitled to the payment by the Issuer of its remuneration for the services previously rendered hereunder and to the reimbursement of all reasonable expenses (including legal fees) incurred in connection therewith.

Resignation of Agents. (a) Any Notwithstanding its irrevocable appointment, the Agent or, as the case may be, each Swingline Agent, may resign its appointment hereunder at any time without the need to give any reason and without being responsible for any costs associated therewith by giving notice to the Issuer Banks and the Trustee Parent, in which case, subject to paragraph (and in f) below, the Agent or, as the case may be, the relevant Swingline Agent, may forthwith appoint one of resignation of the Paying Agent the Paying Agent giving 30 days’ written notice) (waivable by the Issuer and the Trustee)its Affiliates as successor Agent, provided that in or as the case of resignation of the Paying Agent no such resignation shall take effect until a new Paying Agent shall have been appointed by the Issuer to exercise the powers and undertake the duties hereby conferred and imposed upon the Paying Agent. Following receipt of a notice of resignation from any may be, successor Swingline Agent, or, failing that, the Issuer shall promptly give notice thereof to Majority Banks may after consultation with the Holders in accordance with Section 12.01 Such notice shall expire at least 30 days before or after any due date for payment in respect of Borrowers' Agent appoint a successor Agent or, as the Notescase may be, successor Swingline Agent. (b) If any the appointment of a successor Agent gives or, as the case may be, successor Swingline Agent is to be made by the Majority Banks but they have not, within 30 days after notice of its resignation in accordance with this Section 7.12 and resignation, appointed a replacement successor Agent is required and by or, as the tenth day before case may be, successor Swingline Agent which accepts the expiration of such notice such replacement has not been duly appointed, such Agent may itself appoint as its replacement any reputable and experienced financial institution or may petition a court of competent jurisdiction, with costs and expenses properly incurred by the Agent in relation to such petition to be paid by the Issuer. Immediately following such appointment, the Issuer shall give notice of such appointment to retiring Agent or, as the Trusteecase may be, the remaining Agents and retiring Swingline Agent may, following consultation with the Holders whereupon Borrowers' Agent, appoint a successor Agent or, as the Issuercase may be, the Trustee, the remaining Agents and the replacement Agent shall acquire and become subject to the same rights and obligations between themselves as if they had entered into an agreement in the form mutatis mutandis of this Indenturesuccessor Swingline Agent. (c) The resignation of the retiring Agent or, as the case may be, successor Swingline Agent and the appointment of any successor Agent or, as the case may be, successor Swingline Agent will both become effective only upon the successor Agent or, as the case may be, successor Swingline Agent notifying all the Parties that it accepts the appointment. On giving the notification and receiving such approval, the successor Agent or, as the case may be, successor Swingline Agent will succeed to the position of the retiring Agent or, as the case may be, retiring Swingline Agent and the term "Agent" or, as the case may be, "U.S. Swingline Agent" or "euro Swingline Agent" will mean the successor Agent or, as the case may be, successor Swingline Agent. (d) The retiring Agent or, as the case may be, retiring Swingline Agent shall, at its own cost, make available to the successor Agent or, as the case may be, successor Swingline Agent such documents and records and provide such assistance as the successor Agent or, as the case may be, successor Swingline Agent may reasonably request for the purposes of performing its functions as the Agent or, as the case may be, the relevant Swingline Agent under this Agreement. (e) Upon its resignation becoming effective effective, this Clause 18 shall continue to benefit the Paying Agent shall forthwith transfer all moneys held by it hereunder, if any, to the successor Paying retiring Agent or, if noneas the case may be, retiring Swingline Agent in respect of any action taken or not taken by it under or in connection with the Finance Documents while it was the Agent or, as the case may be, the Trustee or relevant Swingline Agent, and, subject to the Trustee’s orderparagraph (d) above, but it shall have no other duties or responsibilities hereunderfurther obligation under any Finance Document. (f) After consultation with the Borrowers' Agent, and shall be entitled the Majority Banks may, by notice to the payment by Agent or, as the Issuer case may be, a Swingline Agent, require it to resign in accordance with paragraph (a) above. In this event, the Agent or, as the case may be, that Swingline Agent shall resign in accordance with paragraph (a) above but will not have the right to appoint one of its remuneration for Affiliates as successor Agent, or as the services previously rendered hereunder and to the reimbursement of all reasonable expenses (including legal fees) incurred in connection therewithcase may be, successor Swingline Agent,.

Resignation of Agents. (a) Any Either Agent may resign its appointment hereunder at any time without the need to give any reason and without being responsible for any costs associated therewith by giving written notice of its resignation to the Lenders, the LC Issuer and the Trustee (and Lead Borrower. Upon receipt of any such notice of resignation, the Required Lenders shall have the right to appoint a successor, which shall be a bank with an office in the case United States, or an Affiliate of resignation of the Paying Agent the Paying Agent giving 30 days’ written notice) (waivable by the Issuer and the Trustee), provided that any such bank with an office in the case United States, and, so long as no Event of resignation of Default has occurred and is continuing, shall be reasonably acceptable to the Paying Agent Lead Borrower. If no such resignation shall take effect until a new Paying Agent successor shall have been so appointed by the Issuer to exercise the powers Required Lenders and undertake the duties hereby conferred and imposed upon the Paying Agent. Following receipt of a notice of resignation from any Agent, the Issuer shall promptly give notice thereof to the Holders in accordance with Section 12.01 Such notice shall expire at least have accepted such appointment within 30 days before or after any due date for payment in respect of the Notes. (b) If any retiring Agent gives notice of its resignation (or such earlier day as shall be agreed to by the Required Lenders) (the “Resignation Effective Date”), then the retiring Agent may (but shall not be obligated to) on behalf of the Lenders and the LC Issuer (and so long as no Event of Default has occurred and is continuing, with the written consent of the Lead Borrower, not to be unreasonably withheld or delayed) appoint a successor Administrative Agent or Collateral Agent, as applicable, meeting the qualifications set forth above (provided, that in no event shall any such successor Agent be a Defaulting Lender); provided, that whether or not a successor has been appointed, such resignation shall become effective in accordance with such notice on the Resignation Effective Date. If the Person serving as Administrative Agent is a Defaulting Lender pursuant to clause (d) of the definition thereof, the Required Lenders may, to the extent permitted by applicable law, by notice in writing to the Lead Borrower and such Person remove such Person as Administrative Agent (and so long as no Event of Default has occurred and is continuing, with the written consent of the Lead Borrower, not to be unreasonably withheld or delayed), appoint a successor. If no such successor shall have been so appointed by the Required Lenders and shall have accepted such appointment within 30 days (or such earlier day as shall be agreed by the Required Lenders) (the “Removal Effective Date”), then such removal shall nonetheless become effective in accordance with such notice on the Removal Effective Date. With effect from the Resignation Effective Date or the Removal Effective Date (as applicable) (1) the retiring Agent shall be discharged from its duties and obligations hereunder and under the other Loan Documents (except that in the case of any Collateral held by the Collateral Agent on behalf of the Lenders or the LC Issuer under any of the Loan Documents, the retiring Collateral Agent shall continue to hold such collateral security until such time as a successor Collateral Agent is appointed) and (2) except for any indemnity payments or other amounts then owed to the retiring or removed Agent, all payments, communications and determinations provided to be made by, to or through the Administrative Agent shall instead be made by or to each Lender and the LC Issuer directly, until such time as the Required Lenders appoint a successor Administrative Agent as provided for above in this Section 7.12 9.06. Upon the acceptance of a successor’s appointment as Administrative Agent or Collateral Agent, as applicable, hereunder, such successor shall succeed to and a replacement become vested with all of the rights, powers, privileges and duties of the retiring (or removed) Agent is required (other than as provided in Section 3.01(h) and other than any rights to indemnity payments or other amounts owed to the retiring or removed Agent as of the Resignation Effective Date or the Removal Effective Date, as applicable), and the retiring (or removed) Agent shall be discharged from all of its duties and obligations hereunder or under the other Loan Documents (if not already discharged therefrom as provided above in this Section 9.06). The fees payable by the tenth day before Borrowers to a successor Administrative Agent shall be the expiration same as those payable to its predecessor unless otherwise agreed between the Lead Borrower and such successor. After the retiring (or removed) Agent’s resignation hereunder and under the other Loan Documents, the provisions of this Article IX and Section 10.04 shall continue in effect for the benefit of such notice retiring (or removed) 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 or Collateral Agent hereunder. Any resignation by Bank of America as Administrative Agent pursuant to this Section shall also constitute its resignation as LC Issuer and Swing Line Lender. If Bank of America resigns as an LC Issuer, it shall retain all the rights, powers, privileges and duties of the LC Issuer hereunder with respect to all Letters of Credit outstanding as of the effective date of its resignation as LC Issuer and all LC 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 2.03(c). If Bank of America resigns as Swing Line Lender, it shall retain all the rights of the Swing Line Lender provided for hereunder with respect to Swing Line Loans made by it and outstanding as of the effective date of such replacement has not been duly appointedresignation, such Agent may itself appoint as its replacement any reputable and experienced financial institution including the right to require the Lenders to make Base Rate Loans or may petition a court of competent jurisdiction, with costs and expenses properly incurred fund risk participations in outstanding Swing Line Loans pursuant to Section 2.04(c). Upon the appointment by the Agent Borrower of a successor L/CLC Issuer or Swing Line Lender hereunder (which successor shall in relation all cases be a Lender other than a Defaulting Lender), (a) such successor shall succeed to such petition to be paid by the Issuer. Immediately following such appointment, the Issuer shall give notice of such appointment to the Trustee, the remaining Agents and the Holders whereupon the Issuer, the Trustee, the remaining Agents and the replacement Agent shall acquire and become subject to vested with all of the same rights rights, powers, privileges and duties of the retiring LC Issuer or Swing Line Lender, as applicable, (b) the retiring LC Issuer and Swing Line Lender shall be discharged from all of their respective duties and obligations between themselves as if they had entered into an agreement in hereunder or under the form mutatis mutandis of this Indenture. other Loan Documents, and (c) Upon its resignation becoming effective the Paying Agent successor LC Issuer shall forthwith transfer all moneys held by it hereunderissue 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 Bank of America to effectively assume the successor Paying Agent or, if none, the Trustee or obligations of Bank of America with respect to the Trustee’s order, but shall have no other duties or responsibilities hereunder, and shall be entitled to the payment by the Issuer such Letters of its remuneration for the services previously rendered hereunder and to the reimbursement of all reasonable expenses (including legal fees) incurred in connection therewithCredit.

Resignation of Agents. (a) Any Either Agent may resign its appointment hereunder at any time without the need to give any reason and without being responsible for any costs associated therewith by giving written notice of its resignation to the Issuer Lenders and the Trustee Lead Borrower. Upon receipt of any such notice of resignation, the Required Lenders shall have the right, with the consent of the Lead Borrower (which consent shall not be unreasonably withheld, delayed or conditioned) so long as no Default or Event of Default has occurred and is continuing, to appoint a successor, which shall be a bank with an office in the case United States, or an Affiliate of resignation any such bank with an office in the United States. If no such successor shall have been so appointed by the Required Lenders and shall have accepted such appointment within thirty (30) days after the retiring Agent gives notice of its resignation, then the retiring Agent may on behalf of the Paying Agent the Paying Agent giving 30 days’ written notice) (waivable by the Issuer Lenders and the Trustee)L/C Issuer, appoint a successor Administrative Agent or Collateral Agent, as applicable, meeting the qualifications set forth above; provided that if the Administrative Agent or the Collateral 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 resignation any Collateral held by the Collateral Agent on behalf of the Paying Agent no such resignation shall take effect until a new Paying Lenders or the L/C Issuer under any of the Loan Documents, the retiring Collateral Agent shall have been appointed continue to hold such collateral security 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 Administrative 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 Administrative Agent as provided for above in this Section. Upon the acceptance of a successor’s appointment as Administrative Agent or Collateral Agent, as applicable, 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 Issuer Borrowers to exercise a successor Administrative Agent shall be the powers same as those payable to its predecessor unless otherwise agreed between the Lead Borrower and undertake such successor. After the duties hereby conferred retiring Agent’s resignation hereunder and imposed upon under the Paying Agent. Following receipt other Loan Documents, the provisions of a notice this Article and Section 10.04 shall continue in effect for the benefit of resignation from any such retiring Agent, the Issuer shall promptly give notice thereof to the Holders in accordance with Section 12.01 Such notice shall expire at least 30 days before or after any due date for payment 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 Notes. retiring Agent was acting as Administrative Agent or Collateral Agent hereunder. Any resignation by WFRF as Administrative 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 Administrative Agent hereunder, (a) such successor shall succeed to and (105) become vested with all of the rights, powers, privileges and duties of the retiring L/C Issuer and Swing Line Lender, (b) If any Agent gives notice the retiring L/C Issuer and Swing Line Lender shall be discharged from all of its resignation in accordance with this Section 7.12 and a replacement Agent is required and by the tenth day before the expiration of such notice such replacement has not been duly appointed, such Agent may itself appoint as its replacement any reputable and experienced financial institution or may petition a court of competent jurisdiction, with costs and expenses properly incurred by the Agent in relation to such petition to be paid by the Issuer. Immediately following such appointment, the Issuer shall give notice of such appointment to the Trustee, the remaining Agents and the Holders whereupon the Issuer, the Trustee, the remaining Agents and the replacement Agent shall acquire and become subject to the same rights their respective duties and obligations between themselves as if they had entered into an agreement in hereunder or under the form mutatis mutandis of this Indenture. other Loan Documents, and (c) Upon its resignation becoming effective the Paying Agent successor L/C Issuer shall forthwith transfer all moneys held by it hereunderissue 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 successor Paying Agent or, if none, retiring L/C Issuer to effectively assume the Trustee or obligations of the retiring L/C Issuer with respect to the Trustee’s order, but shall have no other duties or responsibilities hereunder, and shall be entitled to the payment by the Issuer such Letters of its remuneration for the services previously rendered hereunder and to the reimbursement of all reasonable expenses (including legal fees) incurred in connection therewithCredit.

Resignation of Agents. (a) Any The Revolving/TLA Administrative Agent may resign its appointment hereunder at any time without the need to give any reason and without being responsible for any costs associated therewith by giving notice of its resignation to the Issuer Revolving Lenders, the Term A Lenders, the Issuing Lenders, the other Agents and the Trustee Borrower. The TLB Administrative Agent may at any time give notice of its resignation to the Xxxx X Xxxxxxx, the other Agents and the Borrower. The Collateral Agent may at any time give notice of its resignation to the Lenders, the Issuing Lenders, the other Agents and the Borrower. Upon receipt of any such notice of resignation, Required Class Lenders with respect to each Class represented by such Agent (and or in the case of a resignation of the Paying Agent the Paying Agent giving 30 days’ written notice) (waivable by the Issuer Collateral Agent, the Required Lenders) shall have the right, with approval from the Borrower (so long as no Event of Default has occurred and the Trusteeis continuing), provided that to appoint a successor, such approval not to be unreasonably withheld or delayed. If no such successor to the applicable retiring Agent shall have been so appointed by the Required Class Lenders of each applicable Class (or in the case of a resignation of the Paying Agent no such resignation shall take effect until a new Paying Agent shall have been appointed by the Issuer to exercise the powers and undertake the duties hereby conferred and imposed upon the Paying Agent. Following receipt of a notice of resignation from any Collateral Agent, the Issuer Required Lenders) and shall promptly give notice thereof to have accepted such appointment within thirty (30) days after the Holders in accordance with Section 12.01 Such notice shall expire at least 30 days before or after any due date for payment in respect of the Notes. (b) If any retiring Agent gives notice of its resignation, then such retiring Agent may on behalf of the applicable Lenders and, if the retiring Agent is the Revolving/TLA Administrative Agent, the Issuing Lender, appoint a successor Agent meeting the qualifications set forth above; provided that if such retiring 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 (i) the retiring Agent shall be discharged from its duties and obligations hereunder and under the other Loan Documents (except that, in the case of a resignation by the Collateral Agent, in the case of any collateral security held by the Collateral Agent on behalf of the Lenders or the Revolving/TLA Administrative Agent on behalf of the Issuing Lender under any of the Loan Documents, the retiring Collateral Agent shall continue to hold such collateral security until such time as a successor Collateral Agent is appointed) and (ii) all payments, communications and determinations provided to be made by, to or through such retiring Agent shall instead be made by or to each applicable Lender and, if the retiring Agent is the Revolving/TLA Administrative Agent, the Issuing Lender directly, until such time as the Required Class Lenders of each applicable Class with respect to such retiring Agent appoint a successor Agent as provided for above in this Section 7.12 10.6. Upon the acceptance of a successor’s appointment as Agent hereunder, such successor shall succeed to and a replacement become vested with all of the rights, powers, privileges and duties of the retiring (or retired) Agent, and the retiring Agent is required 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 10.6). The fees payable by the tenth day before Borrower to a successor Agent shall be the expiration same as those payable to its predecessor unless otherwise agreed between the Borrower and such successor. After the retiring Agent’s resignation hereunder and under the other Loan Documents, the provisions of this Section 10.6 and Section 11.3 [Expenses; Indemnity; Damage Waiver] shall continue in effect for the benefit of such notice 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. If PNC resigns as Revolving/TLA Administrative Agent under this Section 10.6, PNC shall also resign as Swingline Xxxxxx and as an Issuing Xxxxxx. If PNC resigns as an Issuing Lender, it shall retain all the rights, powers, privileges and duties of an Issuing Lender with respect to all Letters of Credit issued by it that remain outstanding as of the effective date of its resignation as Xxxxxxx Xxxxxx and all Letter of Credit Obligations with respect thereto, including the right to require the Lenders to make Participation Advances pursuant to Section 2.9.3 [Participations, Disbursements, Reimbursement]. If PNC resigns as Swingline Lender, the Borrower shall repay any outstanding Swing Loans on or prior to the effective date of such replacement has not been duly appointedresignation and, to the extent any Swing Loans remain outstanding as of the effective date of its resignation as Swingline Lender, PNC shall retain all the rights, powers, privileges and duties of a Swingline Lender with respect to such Swing Loans, including the right to require the Lenders to make Base Rate Loans pursuant to Section 2.10 [Borrowings to Repay Swing Loans]. Upon the appointment of a successor Revolving/TLA Administrative Agent hereunder, such successor shall (i) succeed to all of the rights, powers, privileges and duties of PNC as a retiring Swingline Lender and Issuing Lender, Revolving/TLA Administrative Agent may itself appoint as and Collateral Agent and PNC shall be discharged from all of its replacement any reputable and experienced financial institution or may petition a court of competent jurisdiction, with costs and expenses properly incurred by the Agent in relation to such petition to be paid by the Issuer. Immediately following such appointment, the Issuer shall give notice of such appointment to the Trustee, the remaining Agents and the Holders whereupon the Issuer, the Trustee, the remaining Agents and the replacement Agent shall acquire and become subject to the same rights respective duties and obligations between themselves as if they had entered into an agreement Swingline Lender and Issuing Lender, Revolving/TLA Administrative Agent and Collateral Agent under the Loan Documents and (ii) issue letters of credit in substitution for the form mutatis mutandis Letters of this Indenture. (c) Upon its resignation becoming effective the Paying Agent shall forthwith transfer all moneys held Credit issued by it hereunderPNC, if any, outstanding at the time of such succession or make other arrangements satisfactory to PNC to effectively assume the obligations of PNC with respect to such Letters of Credit. If the Person serving as Administrative Agent is a Defaulting Lender pursuant to clause (d) of the definition thereof, the Required Lenders may, to the successor Paying Agent orextent permitted by applicable law, if none, the Trustee or by notice in writing to the Trustee’s orderBorrower and such Person remove such Person as Administrative Agent and, but in consultation with the Xxxxxxxx, appoint a successor. If no such successor shall have no other duties or responsibilities hereunder, been so appointed by the Required Lenders and shall have accepted such appointment within 30 days (or such earlier day as shall be entitled to the payment agreed by the Issuer of its remuneration for Required Lenders) (the services previously rendered hereunder and to “Removal Effective Date”), then such removal shall nonetheless become effective in accordance with such notice on the reimbursement of all reasonable expenses (including legal fees) incurred in connection therewithRemoval Effective Date.

Resignation of Agents. (a) Any Each of the Administrative Agent and the Collateral Agent may resign its appointment hereunder at any time without the need to give any reason and without being responsible for any costs associated therewith by giving notice of its resignation to the Issuer Lenders and the Trustee Borrower effective after the earlier of (x) 30 days from the Borrower’s receipt of such notice and (y) the appointment of a successor Administrative Agent or Collateral Agent. Upon receipt of any such notice of resignation, the Required Lenders shall have the right, in consultation with the Borrower, to appoint a successor, which shall be a bank with an office in the case United States, or an Affiliate of resignation of the Paying Agent the Paying Agent giving 30 days’ written notice) (waivable by the Issuer and the Trustee), provided that any such bank with an office in the case of resignation of the Paying Agent United States. If no such resignation shall take effect until a new Paying Agent successor shall have been so appointed by the Issuer to exercise the powers Required Lenders and undertake the duties hereby conferred and imposed upon the Paying Agent. Following receipt of a notice of resignation from any Agent, the Issuer shall promptly give notice thereof to the Holders in accordance with Section 12.01 Such notice shall expire at least have accepted such appointment within 30 days before after the retiring Administrative Agent or after any due date for payment in respect of the Notes. (b) If any Collateral Agent gives notice of its resignation, then the retiring Administrative Agent or Collateral Agent may on behalf of the Lenders appoint a successor Administrative Agent or Collateral Agent meeting the qualifications set forth above; provided that if the Administrative Agent or Collateral Agent, as applicable, 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 Administrative Agent or Collateral Agent, as applicable, shall be discharged from its duties and obligations hereunder and under the other Loan Documents and (2) all payments, communications and determinations provided to be made by, to or though the Administrative Agent or the Collateral Agent, as applicable, shall instead be made by or to each Lender directly, until such time as the Required Lenders appoint a successor Administrative Agent or Collateral Agent, as applicable, as provided for above in this Section 7.12 paragraph. Upon the acceptance of a successor’s appointment as Administrative Agent or Collateral Agent hereunder, such successor shall succeed to and a replacement become vested with all of the rights, powers, privileges and duties of the retiring (or retired) Administrative Agent is required or Collateral Agent, and the retiring Administrative Agent or Collateral Agent shall be discharged from all of its duties and obligations hereunder and under the other Loan Documents (if not already discharged therefrom as provided above in this Section). The fees payable by the tenth day before Borrower to a successor Administrative Agent or Collateral Agent shall be the expiration same as those payable to its predecessor unless otherwise agreed between the Borrower and such successor. After the retiring Administrative Agent’s or Collateral Agent’s resignation hereunder and under the other Loan Documents, the provisions of this Article and Section 10.04 shall continue in effect for the benefit of such notice such replacement has not been duly appointedretiring Administrative Agent or Collateral Agent, such Agent may itself appoint as its replacement agents, co-agents and sub-agents and their respective Related Parties in respect of any reputable and experienced financial institution actions taken or may petition a court of competent jurisdiction, with costs and expenses properly incurred by the Agent in relation to such petition omitted to be paid taken by any of them while the Issuer. Immediately following such appointment, the Issuer shall give notice of such appointment to the Trustee, the remaining Agents and the Holders whereupon the Issuer, the Trustee, the remaining Agents and the replacement retiring Administrative Agent shall acquire and become subject to the same rights and obligations between themselves or Collateral Agent was acting as if they had entered into an agreement in the form mutatis mutandis of this IndentureAdministrative Agent or Collateral Agent. (c) Upon its resignation becoming effective the Paying Agent shall forthwith transfer all moneys held by it hereunder, if any, to the successor Paying Agent or, if none, the Trustee or to the Trustee’s order, but shall have no other duties or responsibilities hereunder, and shall be entitled to the payment by the Issuer of its remuneration for the services previously rendered hereunder and to the reimbursement of all reasonable expenses (including legal fees) incurred in connection therewith.

Resignation of Agents. (a) Any Either Agent may resign its appointment hereunder at any time without the need to give any reason and without being responsible for any costs associated therewith by giving written notice of its resignation to the Issuer Lenders and the Trustee (and Borrower. Upon receipt of any such notice of resignation, the Required Lenders shall have the right, in consultation with the Borrower, to appoint a successor, which shall be a bank with an office in the case United States, or an Affiliate of resignation any such bank with an office in the United States. If no such successor shall have been so appointed by the Required Lenders and shall have accepted such appointment within 30 days after the retiring Agent gives notice of its resignation, then the retiring Agent may on behalf of the Paying Lenders, appoint a successor Administrative Agent or Collateral Agent, as applicable, meeting the Paying qualifications set forth above; provided that if the Administrative Agent giving 30 days’ written notice) (waivable by or the Issuer Collateral Agent shall notify the Borrower and the Trustee)Lenders that no qualifying Person has accepted such appointment, provided 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 resignation any Collateral held by the Collateral Agent on behalf of the Paying Agent no such resignation shall take effect until a new Paying Lenders under any of the Loan Documents, the retiring Collateral Agent shall have been appointed continue to hold such collateral security 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 Administrative Agent shall instead be made by or to each Lender 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 or Collateral Agent, as applicable, 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 Issuer Borrower to exercise a successor Administrative Agent shall be the powers same as those payable to its predecessor unless otherwise agreed between the Borrower and undertake such successor. After the duties hereby conferred retiring Agent’s resignation hereunder and imposed upon under the Paying Agent. Following receipt other Loan Documents, the provisions of a notice this Article and Section 12.04 shall continue in effect for the benefit of resignation from any such retiring Agent, the Issuer shall promptly give notice thereof to the Holders in accordance with Section 12.01 Such notice shall expire at least 30 days before or after any due date for payment its sub-agents and their respective Related Parties in respect of the Notes. (b) If any Agent gives notice of its resignation in accordance with this Section 7.12 and a replacement Agent is required and by the tenth day before the expiration of such notice such replacement has not been duly appointed, such Agent may itself appoint as its replacement any reputable and experienced financial institution actions taken or may petition a court of competent jurisdiction, with costs and expenses properly incurred by the Agent in relation to such petition omitted to be paid taken by any of them while the Issuer. Immediately following such appointment, the Issuer shall give notice of such appointment to the Trustee, the remaining Agents and the Holders whereupon the Issuer, the Trustee, the remaining Agents and the replacement retiring Agent shall acquire and become subject to the same rights and obligations between themselves was acting as if they had entered into an agreement in the form mutatis mutandis of this IndentureAdministrative Agent or Collateral Agent hereunder. (c) Upon its resignation becoming effective the Paying Agent shall forthwith transfer all moneys held by it hereunder, if any, to the successor Paying Agent or, if none, the Trustee or to the Trustee’s order, but shall have no other duties or responsibilities hereunder, and shall be entitled to the payment by the Issuer of its remuneration for the services previously rendered hereunder and to the reimbursement of all reasonable expenses (including legal fees) incurred in connection therewith.

Resignation of Agents. (a) Any Either Agent may resign its appointment hereunder at any time without the need to give any reason and without being responsible for any costs associated therewith by giving written notice of its resignation to the Lenders, the L/C Issuer and the Trustee (and Lead Borrower. Upon receipt of any such notice of resignation, the Required Lenders shall have the right, in consultation with the Lead Borrower, to appoint a successor, which shall be a bank with an office in the case United States, or an Affiliate of resignation any such bank with an office in the United States. If no such successor shall have been so appointed by the Required Lenders and shall have accepted such appointment within thirty (30) days after the retiring Agent gives notice of its resignation, then the retiring Agent may on behalf of the Paying Agent the Paying Agent giving 30 days’ written notice) (waivable by the Issuer Lenders and the Trustee)L/C Issuer, appoint a successor Administrative Agent or Collateral Agent, as applicable, meeting the qualifications set forth above; provided that if the Administrative Agent or the Collateral 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 resignation any Collateral held by the Collateral Agent on behalf of the Paying Agent no such resignation shall take effect until a new Paying Lenders or the L/C Issuer under any of the Loan Documents, the retiring Collateral Agent shall have been appointed continue to hold such collateral security 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 Administrative 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 Administrative Agent as provided for above in this Section. Upon the acceptance of a successor’s appointment as Administrative Agent or Collateral Agent, as applicable, 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 Issuer Borrowers to exercise a successor Administrative Agent shall be the powers same as those payable to its predecessor unless otherwise agreed between the Lead Borrower and undertake such successor. After the duties hereby conferred retiring Agent’s resignation hereunder and imposed upon under the Paying Agent. Following receipt other Loan Documents, the provisions of a notice this Article and Section 10.04 shall continue in effect for the benefit of resignation from any such retiring Agent, the Issuer shall promptly give notice thereof to the Holders in accordance with Section 12.01 Such notice shall expire at least 30 days before or after any due date for payment 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 Notes. retiring Agent was acting as Administrative Agent or Collateral Agent hereunder. Any resignation by Xxxxx Fargo Retail Finance, LLC as Administrative Agent pursuant to this Section shall also constitute the resignation of Xxxxx Fargo Retail Finance LLC, as Swing Line Lender and Xxxxx Fargo Bank as L/C Issuer. Upon the acceptance of a successor’s appointment as Administrative Agent hereunder, (a) such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring L/C Issuer or Swing Line Lender, (b) If any Agent gives notice the retiring L/C Issuer shall be discharged from all of its resignation in accordance with this Section 7.12 and a replacement Agent is required and by the tenth day before the expiration of such notice such replacement has not been duly appointed, such Agent may itself appoint as its replacement any reputable and experienced financial institution or may petition a court of competent jurisdiction, with costs and expenses properly incurred by the Agent in relation to such petition to be paid by the Issuer. Immediately following such appointment, the Issuer shall give notice of such appointment to the Trustee, the remaining Agents and the Holders whereupon the Issuer, the Trustee, the remaining Agents and the replacement Agent shall acquire and become subject to the same rights duties and obligations between themselves as if they had entered into an agreement in hereunder or under the form mutatis mutandis of this Indenture. other Loan Documents, and (c) Upon its resignation becoming effective the Paying Agent successor L/C Issuer or Swing Line Lender shall forthwith transfer all moneys held by it hereunderissue 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 successor Paying Agent or, if none, retiring L/C Issuer to effectively assume the Trustee or obligations of the retiring L/C Issuer with respect to the Trustee’s order, but shall have no other duties or responsibilities hereunder, and shall be entitled to the payment by the Issuer such Letters of its remuneration for the services previously rendered hereunder and to the reimbursement of all reasonable expenses (including legal fees) incurred in connection therewithCredit.

Resignation of Agents. (a) Any Agent may resign its appointment hereunder at any time without the need to give any reason and without being responsible for any costs associated therewith by giving notice of its resignation to the Lenders, the L/C Issuer and the Trustee Borrower. Upon receipt of any such notice of resignation, the Required Lenders shall have the right (and with, so long as no Default or Event of Default exists, the consent of the Borrower, which shall not be unreasonably withheld or delayed) to appoint a successor, which shall be a bank with an office in the case United States, or an Affiliate of resignation any such bank with an office in the United States or another entity a material business of which is or will be providing administrative agency services. If no such successor shall have been so appointed by the Required Lenders and shall have accepted such appointment within 30 days after the retiring Agent gives notice of its resignation, then the retiring Agent may on behalf of the Paying Agent the Paying Agent giving 30 days’ written notice) (waivable by the Issuer Lenders and the TrusteeL/C Issuer (with, so long as no Default or Event of Default exists, the consent of the Borrower, which shall not be unreasonably withheld or delayed), appoint a successor Agent meeting the qualifications set forth above; provided that if the retiring 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 such Agent on behalf of the Lenders or the L/C Issuer under any of the Loan Documents, the retiring Agent shall transfer such collateral security to the other Agent or, if unable to do so, 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 such 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 an 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 Sections 11.04 and 11.05 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 an Agent. In addition, at any time any Lender serving as an Agent becomes a Defaulting Lender or Impacted Lender or a Distress Event occurs with respect to such Lender (each, a “Defaulting Agent”), then, during the Default Period, the Borrower (so long as no Default or Event of Default has occurred and is continuing) or the Required Lenders may, but shall not be required to, direct such Defaulting Agent to resign as Agent, and upon the direction of the Borrower (so long as no Default or Event of Default has occurred and is continuing) or the Required Lenders, as the case may be, such Defaulting Agent shall be required to so resign, in accordance with the terms of this Section 10.06. Such resigning Defaulting Agent shall cooperate reasonably and in good faith to effectuate the transfer of the agency to the successor Agent appointed in accordance with the terms of this Section 10.06, including the execution and delivery of such assignments, modifications, documents, certificates and further assurances as such successor Agent may reasonably request. Any resignation by KeyBank as a Paying 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 the Paying Agent no hereunder, (a) such resignation successor shall take effect until a new Paying Agent shall have been appointed by the Issuer succeed to exercise the powers and undertake the duties hereby conferred and imposed upon the Paying Agent. Following receipt of a notice of resignation from any Agent, the Issuer shall promptly give notice thereof to the Holders in accordance become vested with Section 12.01 Such notice shall expire at least 30 days before or after any due date for payment in respect all of the Notes. rights, powers, privileges and duties of the retiring L/C Issuer and Swing Line Lender, (b) If any Agent gives notice the retiring L/C Issuer and Swing Line Lender shall be discharged from all of its resignation in accordance with this Section 7.12 and a replacement Agent is required and by the tenth day before the expiration of such notice such replacement has not been duly appointed, such Agent may itself appoint as its replacement any reputable and experienced financial institution or may petition a court of competent jurisdiction, with costs and expenses properly incurred by the Agent in relation to such petition to be paid by the Issuer. Immediately following such appointment, the Issuer shall give notice of such appointment to the Trustee, the remaining Agents and the Holders whereupon the Issuer, the Trustee, the remaining Agents and the replacement Agent shall acquire and become subject to the same rights their respective duties and obligations between themselves as if they had entered into an agreement in hereunder or under the form mutatis mutandis of this Indenture. other Loan Documents, and (c) Upon its resignation becoming effective the Paying Agent successor L/C Issuer shall forthwith transfer all moneys held by it hereunderissue 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 successor Paying Agent or, if none, retiring L/C Issuer to effectively assume the Trustee or obligations of the retiring L/C Issuer with respect to the Trustee’s order, but shall have no other duties or responsibilities hereunder, and shall be entitled to the payment by the Issuer such Letters of its remuneration for the services previously rendered hereunder and to the reimbursement of all reasonable expenses (including legal fees) incurred in connection therewithCredit.

Resignation of Agents. (a) Any The Administrative Agent and/or Syndication Agent may resign its appointment hereunder at any time without the need to give any reason and without being responsible for any costs associated therewith by giving notice of its resignation to the Issuer Lenders, the Issuing Lender and the Trustee Borrower. Upon receipt of any such notice of resignation, the Required Lenders shall have the right, with approval from the Borrower (so long as no Event of Default has occurred and in is continuing), to appoint a successor, such approval not to be unreasonably withheld or delayed. If no such successor shall have been so appointed by the case Required Lenders and shall have accepted such appointment within thirty (30) days after the retiring Administrative Agent and/or Syndication Agent gives notice of resignation its resignation, then the retiring Administrative Agent and/or Syndication Agent may on behalf of the Paying Agent the Paying Agent giving 30 days’ written notice) (waivable by the Issuer Lenders and the Trustee)Issuing Lender, appoint a successor Administrative Agent and/or Syndication Agent meeting the qualifications set forth above; provided that if the Administrative Agent and/or Syndication 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 (i) the retiring Administrative Agent and/or Syndication Agent shall be discharged from its duties and obligations hereunder and under the other Loan Documents (except that in the case of resignation any collateral security held by the Administrative Agent on behalf of the Paying Agent no such resignation shall take effect until a new Paying Lenders or the Issuing Lender under any of the Loan Documents, the retiring Administrative Agent shall have been appointed continue to hold such collateral security until such time as a successor Administrative Agent is appointed) and (ii) 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 Issuing Lender directly, until such time as the Required Lenders appoint a successor Administrative Agent as provided for above in this Section 10.6. Upon the acceptance of a successor’s appointment as Administrative Agent and/or Syndication 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/or Syndication Agent, and the retiring Administrative Agent and/or Syndication 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 Issuer Borrower to exercise a successor Administrative Agent shall be the powers same as those payable to its predecessor unless otherwise agreed between the Borrower and undertake such successor. After the duties hereby conferred retiring Administrative Agent’s and/or Syndication Agent resignation hereunder and imposed upon under the Paying Agent. Following receipt other Loan Documents, the provisions of a notice this Section 10.6 and Section 11.3 [Expenses; Indemnity; Damage Waiver] shall continue in effect for the benefit of resignation from any such retiring Administrative Agent and/or Syndication Agent, the Issuer shall promptly give notice thereof to the Holders in accordance with Section 12.01 Such notice shall expire at least 30 days before or after any due date for payment their sub-agents and their respective Related Parties in respect of any actions taken or omitted to be taken by any of them while the Notes. retiring Administrative Agent and/or Syndication Agent was acting as Administrative Agent and/or Syndication Agent, as applicable. If PNC resigns as Administrative Agent under this Section 10.6, PNC shall also resign as an Issuing Lender; provided that if there are any Letters of Credit outstanding with PNC as the Issuing Lender at the time of PNC’s resignation as the Administrative Agent, notwithstanding any provision to the contrary in the foregoing paragraph, PNC’s resignation as the Issuing Lender shall not be effective until a successor Administrative Agent has been appointed and the provisions of clause (bii) If any in the following sentence have been satisfied. Upon the appointment of a successor Administrative Agent gives notice hereunder, such successor shall (i) succeed to all of the rights, powers, privileges and duties of PNC as the retiring Issuing Lender and Administrative Agent and PNC shall be discharged from all of its resignation in accordance with this Section 7.12 and a replacement Agent is required and by the tenth day before the expiration of such notice such replacement has not been duly appointed, such Agent may itself appoint as its replacement any reputable and experienced financial institution or may petition a court of competent jurisdiction, with costs and expenses properly incurred by the Agent in relation to such petition to be paid by the Issuer. Immediately following such appointment, the Issuer shall give notice of such appointment to the Trustee, the remaining Agents and the Holders whereupon the Issuer, the Trustee, the remaining Agents and the replacement Agent shall acquire and become subject to the same rights respective duties and obligations between themselves as if they had entered into an agreement Issuing Lender and Administrative Agent under the Loan Documents, and (ii) issue letters of credit in substitution for the form mutatis mutandis Letters of this Indenture. (c) Upon its resignation becoming effective the Paying Agent shall forthwith transfer all moneys held Credit issued by it hereunderPNC, if any, outstanding at the time of such succession or make other arrangement satisfactory to PNC to effectively assume the successor Paying Agent or, if none, the Trustee or obligations of PNC with respect to the Trustee’s order, but shall have no other duties or responsibilities hereunder, and shall be entitled to the payment by the Issuer such Letters of its remuneration for the services previously rendered hereunder and to the reimbursement of all reasonable expenses (including legal fees) incurred in connection therewithCredit.

Resignation of Agents. (a) Any Either Agent may resign its appointment hereunder at any time without the need to give any reason and without being responsible for any costs associated therewith by giving not less than thirty (30) days’ prior written notice of its resignation to the Issuer Lenders, the L/C Issuer, the other Agent and the Trustee (and Borrowers. Upon receipt of any such notice of resignation, the Required Lenders shall have the right, in consultation with the Borrowers, to appoint a successor, which shall be an Affiliate of the Lenders or other bank or financial institution with an office in the case of United States; provided that upon any resignation of Revolver Agent, Crystal Financial LLC shall have the Paying Agent right (but not the Paying Agent giving 30 days’ written noticeobligation) (waivable to become the successor Revolver Agent. If no such successor shall have been so appointed by the Issuer Required Lenders and shall have accepted such appointment within thirty (30) days after the retiring Agent gives notice of its resignation, then the retiring Agent may on behalf of the Lenders and the Trustee)L/C Issuer appoint a successor meeting the qualifications set forth above; provided that if the retiring Agent shall notify the Borrowers and the Lenders that no qualifying Person has accepted such appointment, provided 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 resignation any collateral security held by the Administrative Agent on behalf of the Paying Agent no such resignation shall take effect until a new Paying Lenders and the L/C Issuer under any of the Loan Documents, the retiring Administrative Agent shall have been appointed continue to hold such collateral security until such time as a successor Administrative Agent is appointed) and (2) except for any indemnity payments or other amounts then owed 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 and the L/C Issuer directly, until such time as the Required Lenders appoint a successor as provided for above in this Section. Upon the acceptance of a successor’s appointment 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 Issuer Borrowers to exercise a successor Agent shall be the powers same as those payable to its predecessor unless otherwise agreed between the Borrowers and undertake such successor. After the duties hereby conferred retiring Agent’s resignation hereunder and imposed upon under the Paying Agent. Following receipt of a notice of resignation from any Agentother Loan Documents, the Issuer provisions of this Article 9 and Section 10.04 shall promptly give notice thereof to continue in effect for the Holders in accordance with Section 12.01 Such notice shall expire at least 30 days before or after any due date for payment benefit of such retiring Agent its sub agents and its respective Related Parties in respect of any actions taken or omitted to be taken by any of them prior to such resignation. Any resignation by East West Bank as Revolver Agent pursuant to this Section shall also constitute its resignation as L/C Issuer. If East West Bank resigns as an L/C Issuer, it shall retain all the Notes. (b) If any Agent gives notice rights, powers, privileges and duties of the L/C Issuer hereunder with respect to all Letters of Credit outstanding as of the effective date of its resignation as L/C Issuer and all L/C Obligations with respect thereto, including the right to require the Revolving Lenders to make Revolving Credit Loans or fund risk participations in accordance Unreimbursed Amounts pursuant to Section 2.03(c). Upon the appointment of a successor L/C Issuer hereunder (which successor shall in all cases be a Lender other than a Defaulting Lender), (i) such successor shall succeed to and become vested with this Section 7.12 all of the rights, powers, privileges and a replacement Agent is required and by duties of the tenth day before retiring L/C Issuer, (ii) the expiration of such notice such replacement has not been duly appointed, such Agent may itself appoint as its replacement any reputable and experienced financial institution or may petition a court of competent jurisdiction, with costs and expenses properly incurred by the Agent in relation to such petition to be paid by the Issuer. Immediately following such appointment, the retiring L/C Issuer shall give notice be discharged from all of such appointment to the Trustee, the remaining Agents and the Holders whereupon the Issuer, the Trustee, the remaining Agents and the replacement Agent shall acquire and become subject to the same rights its duties and obligations between themselves as if they had entered into an agreement hereunder or under the other Loan Documents, and (iii) the successor L/C Issuer shall issue letters of credit in substitution for the form mutatis mutandis Letters of this Indenture. (c) Upon its resignation becoming effective the Paying Agent shall forthwith transfer all moneys held by it hereunderCredit, if any, outstanding at the time of such succession or make other arrangements satisfactory to East West Bank to effectively assume the successor Paying Agent or, if none, the Trustee or obligations of East West Bank with respect to the Trustee’s order, but shall have no other duties or responsibilities hereunder, and shall be entitled to the payment by the Issuer such Letters of its remuneration for the services previously rendered hereunder and to the reimbursement of all reasonable expenses (including legal fees) incurred in connection therewithCredit.

Resignation of Agents. (a) Any Either Agent may resign its appointment hereunder at any time without the need to give any reason and without being responsible for any costs associated therewith by giving written notice of its resignation to the Issuer Lenders and the Trustee Lead Borrower. Upon receipt of any such notice of resignation, the Required Lenders shall have the right, with the consent of the Lead Borrower (and absent the existence of a Default or an Event of Default), which consent shall not be unreasonably withheld or delayed, to appoint a successor Administrative Agent or Collateral Agent, in each case, which shall be a bank with an office in the case United States, or an Affiliate of resignation of any such bank with an office in the Paying United States; provided that if the retiring Agent shall notify the Paying Agent giving 30 days’ written notice) (waivable by the Issuer Borrower and the Trustee)Lenders that no qualifying Person has accepted such appointment, provided 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 resignation any Collateral held by the Agent on behalf of the Paying Agent no such resignation shall take effect until a new Paying Lenders under any of the Loan Documents, the retiring Agent shall have been appointed 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 Administrative Agent or Collateral Agent, as applicable, 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 Issuer Borrowers to exercise a successor Administrative Agent shall be the powers same as those payable to its predecessor unless otherwise agreed between the Lead Borrower and undertake such successor. After the duties hereby conferred retiring Agent’s resignation hereunder and imposed upon under the Paying Agent. Following receipt other Loan Documents, the provisions of a notice this Article and Section 10.04 shall continue in effect for the benefit of resignation from any such retiring Agent, the Issuer shall promptly give notice thereof to the Holders in accordance with Section 12.01 Such notice shall expire at least 30 days before or after any due date for payment its sub-agents and their respective Related Parties in respect of the Notes. (b) If any Agent gives notice of its resignation in accordance with this Section 7.12 and a replacement Agent is required and by the tenth day before the expiration of such notice such replacement has not been duly appointed, such Agent may itself appoint as its replacement any reputable and experienced financial institution actions taken or may petition a court of competent jurisdiction, with costs and expenses properly incurred by the Agent in relation to such petition omitted to be paid taken by any of them while the Issuer. Immediately following such appointment, the Issuer shall give notice of such appointment to the Trustee, the remaining Agents and the Holders whereupon the Issuer, the Trustee, the remaining Agents and the replacement retiring Agent shall acquire and become subject to the same rights and obligations between themselves was acting as if they had entered into an agreement in the form mutatis mutandis of this IndentureAdministrative Agent or Collateral Agent hereunder. (c) Upon its resignation becoming effective the Paying Agent shall forthwith transfer all moneys held by it hereunder, if any, to the successor Paying Agent or, if none, the Trustee or to the Trustee’s order, but shall have no other duties or responsibilities hereunder, and shall be entitled to the payment by the Issuer of its remuneration for the services previously rendered hereunder and to the reimbursement of all reasonable expenses (including legal fees) incurred in connection therewith.

Resignation of Agents. (a) Any The Administrative Agent may resign its appointment hereunder at any time without the need to give any reason and without being responsible for any costs associated therewith by giving upon 10 days’ notice to the Issuer Lenders, the Issuing Banks and the Trustee Borrower. If the Administrative Agent becomes a Defaulting Lender and is not performing its role hereunder as Administrative Agent, the Administrative Agent may be removed as the Administrative Agent hereunder at the request of the Borrower and the Majority in Interest with respect to Loans upon 10 days’ notice (and in upon any such removal, the case of resignation of removed Administrative Agent shall be discharged from its duties and obligations hereunder and under the Paying Agent the Paying Agent giving 30 days’ written notice) other Loan Documents (waivable by the Issuer and the Trustee), provided except that in the case of resignation any collateral security held by the Administrative Agent on behalf of the Paying Lenders or the Issuing Bank under any of the Loan Documents, the removed Administrative Agent shall continue to hold such collateral security until such time as a successor Administrative Agent is appointed)). Upon receipt of any such notice of resignation or upon such removal, the Majority in Interest with respect to Loans shall have the right, with the consent of the Borrower (such consent not to be unreasonably withheld or delayed) (provided that no consent of the Borrower shall be required if an Event of Default under Section 7.01(a), (b), (i) or (j) has occurred and is continuing), to appoint a successor. If no such resignation shall take effect until a new Paying Agent successor shall have been so appointed by the Issuer Majority in Interest with respect to exercise the powers Loans and undertake the duties hereby conferred and imposed upon the Paying Agent. Following receipt of a notice of resignation from any Agent, the Issuer shall promptly give notice thereof to the Holders in accordance with Section 12.01 Such notice shall expire at least have accepted such appointment within 30 days before or after any due date for payment in respect of the Notes. (b) If any retiring Administrative Agent gives notice of its resignation, then the retiring Administrative Agent may (but shall not be obligated to) on behalf of the Lenders and the Issuing Bank, appoint a successor Administrative Agent, which shall be an Approved Bank with an office in the United States, or any Affiliate of any such Approved Bank; provided that if the Administrative Agent shall notify the Borrower and the Lenders that no qualifying Person has accepted such appointment, then such resignation shall nonetheless become effective in accordance with such notice and (a) the retiring 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 the Lenders or the Issuing Bank 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 (b) 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 Issuing Bank directly, until such time as the Majority in Interest with respect to Loans 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 (other than any rights to indemnity payments or other amounts owed to the retiring or removed 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 to a successor Administrative Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Borrower and such successor. After the retiring or removed Administrative Agent’s resignation or removal hereunder and under the other Loan Documents, the provisions of this Article and Section 9.03 shall continue in effect for the benefit of such retiring or removed Administrative Agent, its subagents 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 Administrative Agent was acting as Administrative Agent. Any successor Administrative Agent appointed pursuant to this Section 7.12 and a replacement Agent is required and by the tenth day before the expiration shall, upon its acceptance of such notice such replacement has not been duly appointed, such Agent may itself appoint as its replacement any reputable and experienced financial institution or may petition a court of competent jurisdiction, with costs and expenses properly incurred by the Agent in relation to such petition to be paid by the Issuer. Immediately following such appointment, become the Issuer successor Collateral Agent for all purposes hereunder. In addition, any resignation or removal of the Administrative Agent pursuant to this Section shall give notice also constitute the resignation or removal of the Administrative Agent in its capacity as Swingline Lender and in its capacity as Issuing Bank, and any successor Administrative Agent appointed pursuant to this Section shall, upon its acceptance of such appointment to appointment, become the Trusteesuccessor Swingline Lender and Issuing Bank for all purposes hereunder. In such event the Borrower shall prepay any outstanding Swingline Loans made by the retiring or removed Administrative Agent in its capacity as Swingline Lender and, at the time such removal or resignation shall become effective, the remaining Agents Borrower shall pay all accrued and unpaid fees pursuant to Section 2.12(b) and the Holders whereupon retiring Issuing Bank shall remain a party hereto and shall continue to have all the Issuer, the Trustee, the remaining Agents and the replacement Agent shall acquire and become subject to the same rights and obligations between themselves as if they had entered into an agreement in of the form mutatis mutandis Issuing Bank under this Agreement and the other Loan Documents with respect to Letters of this Indenture. (c) Upon its resignation becoming effective the Paying Agent shall forthwith transfer all moneys held Credit issued by it hereunder, if any, prior to the successor Paying Agent or, if none, the Trustee such resignation or to the Trustee’s orderremoval, but shall have no other duties not be required to issue additional Letters of Credit, or responsibilities hereunder, and shall be entitled extend or renew any existing Letters of Credit issued by it prior to the payment by the Issuer of its remuneration for the services previously rendered hereunder and to the reimbursement of all reasonable expenses (including legal fees) incurred in connection therewithsuch resignation or removal beyond their stated expiry date.

Resignation of Agents. (a) Any The Administrative Agent and the Collateral Agent may resign its appointment hereunder at any time without and, solely with respect to the need Administrative Agent, shall resign upon any removal thereof as a Lender pursuant to give any reason and without being responsible for any costs associated therewith by giving the terms of this Agreement upon at least thirty (30) days’ prior written notice to the Issuer Lenders and the Trustee (and in the case of Borrower. Upon any such resignation of the Paying Administrative Agent or the Paying Collateral Agent, the Required Lenders and, so long as no Event of Default shall then exist, with the consent of the Borrower (which consent shall not be unreasonably withheld or delayed), shall have the right to appoint a successor Administrative Agent giving 30 days’ written notice) (waivable or Collateral Agent, as the case may be. If no successor Administrative Agent or Collateral Agent, as the case may be, shall have been so appointed by the Issuer Required Lenders and shall have accepted such appointment within thirty (30) days after the Trusteeretiring Administrative Agent’s or Collateral Agent’s giving of notice of resignation, then the retiring Administrative Agent or Collateral Agent, as the case may be, may (but shall not be required to), provided that in on behalf of the Lenders and, so long as no Event of Default shall then exist, with the consent of the Borrower (which consent shall not be unreasonably withheld or delayed), appoint a successor Administrative Agent or Collateral Agent, as the case of resignation may be, which shall be any Lender hereunder or any commercial bank or trust company organized under the laws of the Paying United States of America or of any State thereof and having a combined capital and surplus of at least $500,000,000. If no successor Administrative Agent no such resignation shall take effect until a new Paying or Collateral Agent shall have been appointed within forty-five (45) days after the retiring Administrative Agent’s or Collateral Agent’s giving of notice of resignation, then the retiring Administrative Agent or Collateral Agent, as applicable, may, at the expense of the Borrower, petition a court of competent jurisdiction for the appointment of a successor Administrative Agent or Collateral Agent. Upon the acceptance of its appointment as the Administrative Agent or the Collateral Agent hereunder, such successor Administrative Agent or Collateral Agent, as the case may be, shall thereupon succeed to and become vested with all the rights and duties of the retiring Administrative Agent or Collateral Agent, as the case may be, under the Credit Documents, and the retiring Collateral Agent shall, upon payment of its fees and expenses hereunder, deliver all Collateral then in its possession to the successor Collateral Agent and shall, at the direction and cost of the Borrower, execute and deliver such notices, instructions and assignments as may be necessary or desirable to transfer the rights of the Collateral Agent with respect to any such Collateral to the successor Collateral Agent. Whether or not a successor Administrative Agent or Collateral Agent shall have been so appointed, the resignation of the Administrative Agent or Collateral Agent shall become effective on the date specified in its notice of resignation, and the retiring Administrative Agent or Collateral Agent shall be discharged from its duties and obligations thereunder; provided, however, that until a successor Collateral Agent is so appointed by the Issuer to exercise the powers and undertake the duties hereby conferred and imposed upon the Paying Agent. Following receipt of a notice of resignation from any AgentRequired Lenders, the Issuer shall promptly give notice thereof to the Holders in accordance with Section 12.01 Such notice shall expire at least 30 days before or after any due date for payment in respect of the Notes. (b) If any Agent gives notice of its resignation in accordance with this Section 7.12 and a replacement Agent is required and by the tenth day before the expiration of such notice such replacement has not been duly appointed, such retiring Collateral Agent may itself appoint as its replacement any reputable and experienced financial institution or may petition by a court of competent jurisdiction, with costs any collateral security held by such Collateral Agent on behalf of the Lenders and expenses properly incurred Issuing Banks under any of the Credit Documents shall continue to be held by the retiring Collateral Agent as nominee until such time as a successor Collateral Agent is appointed. After any retiring Administrative Agent’s or Collateral Agent’s resignation hereunder as Administrative Agent or Collateral Agent, as the case may be, the provisions of this Article 9 and all protective provisions of the other Credit Documents shall thereafter continue in relation effect for its benefit as to such petition any actions taken or omitted to be paid taken by it while it was Administrative Agent or Collateral Agent, as the Issuercase may be. Immediately following Any corporation or entity into which the Collateral Agent may be merged or converted or with which it may be consolidated or any corporation resulting from any merger, conversion or consolidation to which the Collateral Agent shall be a party, or any corporation or entity succeeding to all or substantially all of the corporate trust business of the Collateral Agent shall be the successor Collateral Agent hereunder without the execution or filing of any paper with any party hereto or any further act on the part of any of the parties hereto except where an instrument of transfer or assignment is required by law to effect such appointmentsuccession, the Issuer shall give notice of such appointment anything herein to the Trustee, the remaining Agents and the Holders whereupon the Issuer, the Trustee, the remaining Agents and the replacement Agent shall acquire and become subject to the same rights and obligations between themselves as if they had entered into an agreement in the form mutatis mutandis of this Indenturecontrary notwithstanding. (c) Upon its resignation becoming effective the Paying Agent shall forthwith transfer all moneys held by it hereunder, if any, to the successor Paying Agent or, if none, the Trustee or to the Trustee’s order, but shall have no other duties or responsibilities hereunder, and shall be entitled to the payment by the Issuer of its remuneration for the services previously rendered hereunder and to the reimbursement of all reasonable expenses (including legal fees) incurred in connection therewith.

Resignation of Agents. (a) Any Either Agent may resign its appointment hereunder at any time without the need to give any reason and without being responsible for any costs associated therewith by giving written notice of its resignation to the Lenders, the L/C Issuer and the Trustee (and Borrower. Upon receipt of any such notice of resignation, the Majority Lenders shall have the right, with the consent of the Borrower, to appoint a successor, which shall be a bank with an office in the case United States, or an Affiliate of resignation any such bank with an office in the United States. If no such successor shall have been so appointed by the Majority Lenders and shall have accepted such appointment within 30 days after the retiring Agent gives notice of its resignation, then the retiring Agent may on behalf of the Paying Agent the Paying Agent giving 30 days’ written notice) (waivable by the Issuer Lenders and the Trustee)L/C Issuer, appoint a successor Administrative Agent or Collateral Agent, as applicable, meeting the qualifications set forth above; provided that if the Administrative Agent or the Collateral 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 resignation any Collateral held by the Collateral Agent on behalf of the Paying Agent no such resignation shall take effect until a new Paying Lenders or the L/C Issuer under any of the Loan Documents, the retiring Collateral Agent shall have been appointed continue to hold such collateral security 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 Administrative Agent shall instead be made by or to each Lender and the L/C Issuer directly, until such time as the Majority Lenders appoint a successor Administrative Agent as provided for above in this Section. Upon the acceptance of a successor’s appointment as Administrative Agent or Collateral Agent, as applicable, 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 Issuer Borrower to exercise a successor Administrative Agent shall be the powers same as those payable to its predecessor unless otherwise agreed between the Borrower and undertake such successor. After the duties hereby conferred retiring Agent’s resignation hereunder and imposed upon under the Paying Agent. Following receipt other Loan Documents, the provisions of a notice this Article and Section 10.04 shall continue in effect for the benefit of resignation from any such retiring Agent, the Issuer shall promptly give notice thereof to the Holders in accordance with Section 12.01 Such notice shall expire at least 30 days before or after any due date for payment 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 Notes. retiring Agent was acting as Administrative Agent or Collateral Agent hereunder. Any resignation by LaSalle as Administrative Agent pursuant to this Section shall also constitute its resignation as L/C Issuer. Upon the acceptance of a successor’s appointment as Administrative Agent hereunder, (a) such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring L/C Issuer, (b) If any Agent gives notice the retiring L/C Issuer shall be discharged from all of its resignation in accordance with this Section 7.12 and a replacement Agent is required and by the tenth day before the expiration of such notice such replacement has not been duly appointed, such Agent may itself appoint as its replacement any reputable and experienced financial institution or may petition a court of competent jurisdiction, with costs and expenses properly incurred by the Agent in relation to such petition to be paid by the Issuer. Immediately following such appointment, the Issuer shall give notice of such appointment to the Trustee, the remaining Agents and the Holders whereupon the Issuer, the Trustee, the remaining Agents and the replacement Agent shall acquire and become subject to the same rights duties and obligations between themselves as if they had entered into an agreement in hereunder or under the form mutatis mutandis of this Indenture. other Loan Documents, and (c) Upon its resignation becoming effective the Paying Agent successor L/C Issuer shall forthwith transfer all moneys held by it hereunderissue 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 successor Paying Agent or, if none, retiring L/C Issuer to effectively assume the Trustee or obligations of the retiring L/C Issuer with respect to the Trustee’s order, but shall have no other duties or responsibilities hereunder, and shall be entitled to the payment by the Issuer such Letters of its remuneration for the services previously rendered hereunder and to the reimbursement of all reasonable expenses (including legal fees) incurred in connection therewithCredit.

Resignation of Agents. (a) Any Either Agent may resign its appointment hereunder at any time without the need to give any reason and without being responsible for any costs associated therewith by giving written notice of its resignation to the Issuer Lenders and the Trustee Lead Borrower. Upon receipt of any such notice of resignation, the Required Lenders shall have the right, with the consent of the Lead Borrower (which consent shall not be unreasonably withheld, delayed or conditioned) so long as no Default or Event of Default has occurred and is continuing, to appoint a successor, which shall be a bank with an office in the case United States, or an Affiliate of resignation any such bank with an office in the United States. If no such successor shall have been so appointed by the Required Lenders and shall have accepted such appointment within thirty (30) days after the retiring Agent gives notice of its resignation, then the retiring Agent may on behalf of the Paying Agent the Paying Agent giving 30 days’ written notice) (waivable by the Issuer Lenders and the Trustee)L/C Issuer, appoint a successor Administrative Agent or Collateral Agent, as applicable, meeting the qualifications set forth above; provided that if the Administrative Agent or the Collateral 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 resignation any Collateral held by the Collateral Agent on behalf of the Paying Agent no such resignation shall take effect until a new Paying Lenders or the L/C Issuer under any of the Loan Documents, the retiring Collateral Agent shall have been appointed continue to hold such collateral security 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 Administrative 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 Administrative Agent as provided for above in this Section. Upon the acceptance of a successor’s appointment as Administrative Agent or Collateral Agent, as applicable, 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 Issuer Borrowers to exercise a successor Administrative Agent shall be the powers same as those payable to its predecessor unless otherwise agreed between the Lead Borrower and undertake such successor. After the duties hereby conferred retiring Agent’s resignation hereunder and imposed upon under the Paying Agent. Following receipt other Loan Documents, the provisions of a notice this Article and Section 10.04 shall continue in effect for the benefit of resignation from any such retiring Agent, the Issuer shall promptly give notice thereof to the Holders in accordance with Section 12.01 Such notice shall expire at least 30 days before or after any due date for payment 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 Notes. retiring Agent was acting as Administrative Agent or Collateral Agent hereunder. Any resignation by Xxxxx Fargo as Administrative 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 Administrative 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) If any Agent gives notice the retiring L/C Issuer and Swing Line Lender shall be discharged from all of its resignation in accordance with this Section 7.12 and a replacement Agent is required and by the tenth day before the expiration of such notice such replacement has not been duly appointed, such Agent may itself appoint as its replacement any reputable and experienced financial institution or may petition a court of competent jurisdiction, with costs and expenses properly incurred by the Agent in relation to such petition to be paid by the Issuer. Immediately following such appointment, the Issuer shall give notice of such appointment to the Trustee, the remaining Agents and the Holders whereupon the Issuer, the Trustee, the remaining Agents and the replacement Agent shall acquire and become subject to the same rights their respective duties and obligations between themselves as if they had entered into an agreement in hereunder or under the form mutatis mutandis of this Indenture. other Loan Documents, and (c) Upon its resignation becoming effective the Paying Agent successor L/C Issuer shall forthwith transfer all moneys held by it hereunderissue 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 successor Paying Agent or, if none, retiring L/C Issuer to effectively assume the Trustee or obligations of the retiring L/C Issuer with respect to the Trustee’s order, but shall have no other duties or responsibilities hereunder, and shall be entitled to the payment by the Issuer such Letters of its remuneration for the services previously rendered hereunder and to the reimbursement of all reasonable expenses (including legal fees) incurred in connection therewithCredit.

Resignation of Agents. (a) Any Subject to the appointment and acceptance of a successor Administrative Agent as provided in this paragraph, the Administrative Agent may resign its appointment hereunder at any time without the need to give any reason and without being responsible for any costs associated therewith by giving upon 30 days’ notice to the Issuer Lenders and the Trustee Borrowers. Upon receipt of any such notice of resignation or upon such removal, the Required Lenders shall have the right, with the Borrowers’ consent (unless an Event of Default under Section 7.01(a), (b), (h) or (i) has occurred and is continuing), to appoint a successor, which shall be a bank with an office in the case United States, or an Affiliate of resignation any such bank with an office in the United States. If no such successor shall have been so appointed by the Required Lenders and shall have accepted such appointment within 30 days after the retiring Administrative Agent gives notice of its resignation, then the retiring Administrative Agent may (but shall not be obligated to) on behalf of the Paying Lenders, appoint a successor Administrative Agent, which shall be an Approved Bank with an office in New York, New York, or an Affiliate of any such Approved Bank (the date upon which the retiring Administrative Agent is replaced, the Paying “Resignation Effective Date”). With effect from the Resignation Effective Date or the Removal Effective Date (as applicable) (1) the retiring or removed Administrative Agent giving 30 days’ written noticeshall be discharged from its duties and obligations hereunder and under the other Loan Documents (except (i) (waivable by the Issuer and the Trustee), provided that in the case of resignation any collateral security held by the Administrative Agent on behalf of the Paying Agent no such resignation shall take effect until a new Paying Lenders under any of the Loan Documents, the retiring or removed Administrative Agent shall have been continue to hold such collateral security until such time as a successor Administrative Agent is appointed by and (ii) with respect to any outstanding payment obligations) and (2) except for any indemnity payments or other amounts then owed to the Issuer to exercise the powers and undertake the duties hereby conferred and imposed upon the Paying Agent. Following receipt of a notice of resignation from any retiring or removed Administrative Agent, the Issuer shall promptly give notice thereof to the Holders in accordance with Section 12.01 Such notice shall expire at least 30 days before or after any due date for payment in respect of the Notes. (b) If any Agent gives notice of its resignation in accordance with this Section 7.12 all payments, communications and a replacement Agent is required and by the tenth day before the expiration of such notice such replacement has not been duly appointed, such Agent may itself appoint as its replacement any reputable and experienced financial institution or may petition a court of competent jurisdiction, with costs and expenses properly incurred by the Agent in relation to such petition determinations provided to be paid by made by, to or through the Issuer. Immediately following such appointment, the Issuer shall give notice of such appointment to the Trustee, the remaining Agents and the Holders whereupon the Issuer, the Trustee, the remaining Agents and the replacement Administrative Agent shall acquire and become subject instead be made by or to the same rights and obligations between themselves as if they had entered into an agreement in the form mutatis mutandis of this Indenture. (c) Upon its resignation becoming effective the Paying Agent shall forthwith transfer all moneys held by it hereundereach Lender directly, until such time, if any, as the Required Lenders appoint a successor Administrative Agent as provided for above. 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 removed) Administrative Agent (other than any rights to indemnity payments or other amounts owed to the retiring or removed Administrative Agent as of the Resignation Effective Date or the Removal Effective Date, as applicable), and the retiring or removed Administrative Agent shall be discharged from all of its duties and obligations hereunder and under the other Loan Documents as set forth in this Section. The fees payable by the Borrowers to a successor Paying Administrative Agent or, if noneshall be the same as those payable to its predecessor unless otherwise agreed between the Borrowers and such successor. After the retiring or removed Administrative Agent’s resignation or removal hereunder and under the other Loan Documents, the Trustee or to the Trustee’s order, but provisions of this Article and Section 9.04 shall have no other duties or responsibilities hereunder, and shall be entitled to the payment by the Issuer of its remuneration continue in effect for the services previously rendered hereunder benefit of such retiring or removed 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 reimbursement of all reasonable expenses (including legal fees) incurred in connection therewithretiring or removed Administrative Agent was acting as Administrative Agent.

Resignation of Agents. Successor, Administrative Agent and Collateral Agent. The applicable Administrative Agent and the Collateral Agent may at any time resign by giving 30 days’ prior written notice of its resignation to the Lenders, the Issuing Bank and the Borrower. If the applicable Administrative Agent is a Defaulting Lender pursuant to clause (d) of the definition of “Defaulting Lender” (for purposes of this Section 8.06, clause (d) of the definition of “Defaulting Lender” shall not include a direct or indirect parent company of such Administrative Agent), either the Required Lenders or the Borrower may upon 10 days’ prior notice remove such Administrative Agent or the Collateral Agent, as the case may be. Upon receipt of any such notice of resignation or delivery of such removal notice, the Required Lenders shall have the right, with the consent of the Borrower (provided that such consent shall 181 not be unreasonably withheld or delayed and that such consent shall not be required at any time that an Event of Default under Section 7.01(a), (h) or (i) shall have occurred and be continuing), to appoint a successor, which shall be a bank with an office in the United States, or an Affiliate of any such bank with an office in the United States. If no such successor shall have been so appointed by the Required Lenders and shall have accepted such appointment within 30 days after the retiring Administrative Agent or Collateral Agent, as applicable, gives notice of its resignation or the delivery of such removal notice, then (a) Any Agent may resign its appointment hereunder at any time without the need to give any reason and without being responsible for any costs associated therewith by giving notice to the Issuer and the Trustee (and in the case of resignation a retirement, the retiring Administrative Agent may on behalf of the Paying Agent the Paying Agent giving 30 days’ written notice) (waivable by the Issuer Lenders and the Trustee)Issuing Bank, appoint a successor Term Loan Administrative Agent, Revolving Facility Administrative Agent or Collateral Agent, as applicable, meeting the qualifications set forth above (including the consent of the Borrower) or (b) in the case of a removal, the Borrower may, after consulting with the Required Lenders, appoint a successor Term Loan Administrative Agent, Revolving Credit Facility Admistrative Agent or Collateral Agent, as applicable, meeting the qualifications set forth above; provided that (x) in the case of a retirement, if the applicable Administrative Agent shall notify the Borrower and the Lenders that no qualifying Person has accepted such appointment or (y) in the case of a removal, the Required Lenders notify the Borrower that no qualifying Person has accepted such appointment, then, in each case, such resignation or removal shall nonetheless become effective in accordance with such notice and (i) the retiring or removed Administrative Agent or Collateral Agent, as applicable, shall be discharged from its duties and obligations hereunder and under the other Loan Documents (except that in the case of resignation any collateral security held by such Administrative Agent or the Collateral Agent, as applicable, on behalf of the Paying Lenders or the Issuing Bank under any of the Loan Documents, the retiring or removed Administrative Agent no or Collateral Agent, as applicable, shall continue to hold such resignation shall take effect collateral security, as bailee, until such time as a new Paying successor Administrative Agent or Collateral Agent, as applicable, is appointed and, with respect to its rights and obligations under the Loan Documents, until such rights and obligations have been assigned to and assumed by the successor Administrative Agent or Collateral Agent), (ii) all payments, communications and determinations provided to be made by, to or through the applicable Administrative Agent shall instead be made by or to each Lender and the Issuing Bank directly (and each Lender and Issuing Bank will cooperate with the Borrower to enable the Borrower to take such actions), until such time as the Required Lenders or the Borrower, as applicable, appoint a successor Administrative Agent, as provided for above in this Section 8.06 and (iii) the Borrower and the Lenders agree that in no event shall the retiring Administrative Agent and Collateral Agent or any of their respective Affiliates or any of their respective officers, directors, employees, agents advisors or representatives have been any liability to the Loan Parties, any Lender or any other Person or entity for damages of any kind, including, without limitation, direct or indirect, special, incidental or consequential damages, losses or expenses (whether in tort, contract or otherwise) arising out of the failure of a successor Administrative Agent or Collateral Agent to be appointed and to accept such appointment. Upon the acceptance of a successor’s appointment as Term Loan Administrative Agent, Revolving Facility Administrative Agent or Collateral Agent, as applicable 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 or Collateral Agent, as applicable, and the retiring Administrative Agent or Collateral Agent, as applicable, 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 Article). The fees payable by the Issuer Borrower to exercise a successor Administrative Agent or Collateral Agent shall be the powers same as those payable to its predecessor unless otherwise agreed between the Borrower and undertake such successor. After any retiring Administrative Agent’s resignation hereunder and under the duties hereby conferred other Loan Documents, the provisions of this Article VIII and imposed upon Section 9.03 shall continue in effect for the Paying Agent. Following receipt benefit of a notice of resignation from any such retiring Administrative Agent or Collateral Agent, the Issuer shall promptly give notice thereof to the Holders in accordance with Section 12.01 Such notice shall expire at least 30 days before or after any due date for payment its sub-agents and their respective Related Parties in respect of the Notes. (b) If any Agent gives notice of its resignation in accordance with this Section 7.12 and a replacement Agent is required and by the tenth day before the expiration of such notice such replacement has not been duly appointed, such Agent may itself appoint as its replacement any reputable and experienced financial institution actions taken or may petition a court of competent jurisdiction, with costs and expenses properly incurred by the Agent in relation to such petition omitted to be paid taken by any of them while the Issuer. Immediately following such appointment, the Issuer shall give notice of such appointment to the Trustee, the remaining Agents and the Holders whereupon the Issuer, the Trustee, the remaining Agents and the replacement retiring Administrative Agent shall acquire and become subject to the same rights and obligations between themselves or Collateral Agent was acting as if they had entered into an agreement in the form mutatis mutandis of this IndentureAdministrative Agent or Collateral Agent. (c) Upon its resignation becoming effective the Paying Agent shall forthwith transfer all moneys held by it hereunder, if any, to the successor Paying Agent or, if none, the Trustee or to the Trustee’s order, but shall have no other duties or responsibilities hereunder, and shall be entitled to the payment by the Issuer of its remuneration for the services previously rendered hereunder and to the reimbursement of all reasonable expenses (including legal fees) incurred in connection therewith.

Resignation of Agents. (a) Any Each Agent may resign its appointment hereunder at any time without the need to give any reason and without being responsible for any costs associated therewith by giving notice of its resignation to the Issuer Lenders and the Trustee (Borrower. Upon receipt of any such notice of resignation, the Required Lenders shall have the right to appoint a successor, which shall be a bank with an office in New York City, or an Affiliate of any such bank with an office in New York City and in which successor shall be subject to the case of resignation approval of the Paying Agent the Paying Agent giving 30 days’ written noticeBorrower (not to be unreasonably withheld or delayed) (waivable by the Issuer unless an Event of Default has occurred and the Trustee), provided that in the case of resignation of the Paying Agent is continuing. If no such resignation shall take effect until a new Paying Agent successor shall have been so appointed by the Issuer to exercise the powers and undertake the duties hereby conferred and imposed upon the Paying Agent. Following receipt of a notice of resignation from any Agent, the Issuer shall promptly give notice thereof to the Holders Required Lenders in accordance with Section 12.01 Such notice the foregoing sentence and shall expire at least have accepted such appointment within 30 days before or after any due date for payment in respect of the Notes. (b) If any retiring Agent gives notice of its resignation in accordance with this Section 7.12 (such 30-day period, the “Lender Appointment Period”), then the retiring Agent may on behalf of the Lenders, appoint, with, so long as no Event of Default has occurred and is continuing, the consent of the Borrower (such consent not to be unreasonably withheld or delayed), a replacement successor Agent is required meeting the qualifications set forth above. In addition and by without any obligation on the tenth day before part of the expiration retiring Agent to appoint, on behalf of the Lenders, a successor Agent, the retiring Agent may at any time upon or after the end of the Lender Appointment Period notify the Borrower and the Lenders that no qualifying Person has accepted appointment as successor Agent and the effective date of such retiring Agent’s resignation which effective date shall be no earlier than three business days after the date of such notice. Upon the resignation effective date established in such notice such replacement and regardless of whether a successor Agent has not been duly appointed, such Agent may itself appoint as its replacement any reputable appointed and experienced financial institution or may petition a court of competent jurisdiction, with costs and expenses properly incurred by the Agent in relation to such petition to be paid by the Issuer. Immediately following accepted such appointment, the Issuer retiring Agent’s resignation shall give notice nonetheless become effective and (i) the retiring Agent shall be discharged from its duties and obligations as Agent hereunder and under the other Credit Documents (except that in the case of any Collateral held by the Collateral Agent on behalf of the Lenders under any of the Credit Documents, the retiring Collateral Agent shall continue to hold such Collateral as nominee until such time as a successor Collateral Agent is appointed), (ii) all payments and communications provided to be made by, to or through an Agent shall instead be made by or to each Lender directly and (iii) all determinations provided to be made by, to or through an Agent shall instead be made by the Required Lenders, until such time as the Required Lenders appoint a successor Agent as provided for above in this paragraph. 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 as Agent of the retiring (or retired) Agent, and the retiring Agent shall be discharged from all of its duties and obligations as Agent hereunder or under the other Credit Documents (if not already discharged therefrom as provided above in this 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 Agent’s resignation hereunder and under the other Credit Documents, the provisions of this Section 12 and Section 13.5 shall continue in effect for the benefit of such appointment 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 Trustee, the remaining Agents and the Holders whereupon the Issuer, the Trustee, the remaining Agents and the replacement retiring Agent shall acquire and become subject to the same rights and obligations between themselves was acting as if they had entered into an agreement Agent (or in the form mutatis mutandis of this Indenturecapacity set forth in the parenthetical in clause (i) above). (c) Upon its resignation becoming effective the Paying Agent shall forthwith transfer all moneys held by it hereunder, if any, to the successor Paying Agent or, if none, the Trustee or to the Trustee’s order, but shall have no other duties or responsibilities hereunder, and shall be entitled to the payment by the Issuer of its remuneration for the services previously rendered hereunder and to the reimbursement of all reasonable expenses (including legal fees) incurred in connection therewith.