Common use of Resignation of the Agent Clause in Contracts

Resignation of the Agent. The Agent may resign and appoint one of its affiliates as successor by giving notice to the other Finance Parties and the Borrowers. Alternatively the Agent may, upon prior written consent of the Borrowers (not to be unreasonably withheld), resign by giving notice to the other Finance Parties and the Borrowers in which case the Required Lenders (after consultation with the Borrowers) may appoint a successor agent. If the Required Lenders have not appointed a successor agent in accordance with paragraph b) above within thirty (30) days after notice of resignation was given, the Agent (after consultation with the Borrowers) may appoint a successor agent. 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 agent under the Finance Documents. The Agent’s resignation notice shall only take effect upon appointment of a successor. Upon the appointment of a successor, the retiring Agent shall be discharged from any further obligation in respect of the Finance Documents but shall remain entitled to the benefit of this Clause 28. Each successor and each of the other Parties shall have the same rights and obligations amongst themselves as they would have had if such successor had been an original Party. After consultation with the Borrowers the Required Lenders may, by notice to the Agent, require it to resign in accordance with paragraph b) above. In this event, the Agent shall resign in accordance with paragraph b) above. The Agent shall resign in accordance with paragraph (b) above (and, to the extent applicable, shall use reasonable endeavours to appoint a successor Agent pursuant to paragraph (c) above) if on or after the date which is three months before the earliest FATCA Application Date relating to any payment to the Agent under the Finance Documents, either: the Agent fails to respond to a request under Clause 13.4 (FATCA Information) and a Lender reasonably believes that the Agent will not be (or will have ceased to be) a FATCA Exempt Party on or after that FATCA Application Date; the information supplied by the Agent pursuant to Clause 13.4 (FATCA Information) indicates that the Agent will not be (or will have ceased to be) a FATCA Exempt Party on or after that FATCA Application Date; or the Agent notifies the Borrowers and the Lenders that the Agent will not be (or will have ceased to be) a FATCA Exempt Party on or after that FATCA Application Date; and (in each case) a Lender reasonably believes that a Party will be required to make a FATCA Deduction that would not be required if the Agent were a FATCA Exempt Party, and that Lender, by notice to the Agent, requires it to resign.

Resignation of the Agent. The Agent may resign and appoint one at any time give notice of its affiliates resignation as successor by giving notice Agent to the other Finance Parties Lenders, the Lender issuing Letters of Credit hereunder (the "Issuing Lender"), and the BorrowersBorrower. Alternatively Upon receipt of any such notice of resignation, the Agent mayRequired Lenders shall have the right, upon prior written consent with approval from the Borrower (so long as no Event of the Borrowers (Default has occurred and is continuing), to appoint a successor, such approval not to be unreasonably withheld), resign withheld or delayed. If no such successor shall have been so appointed and by giving notice to the other Finance Parties and the Borrowers in which case the Required Lenders and so approved by the Borrower (after consultation with the Borrowersas applicable) may appoint a successor agent. If the Required Lenders have not appointed a successor agent in accordance with paragraph b) above within thirty (30) days after the retiring Agent gives notice of resignation was givenits resignation, then the retiring Agent (after consultation with may on behalf of the Borrowers) may Lenders and the Issuing Lender, appoint a successor agent. The retiring Agent shallmeeting 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, at its own cost, make available to the successor agent then such documents resignation shall nonetheless become effective in accordance with such notice and records and provide such assistance as the successor agent may reasonably request for the purposes of performing its functions as agent under the Finance Documents. The Agent’s resignation notice shall only take effect upon appointment of a successor. Upon the appointment of a successor, (a) 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 further obligation in respect collateral security held by the Agent on behalf of the Finance Documents but shall remain entitled to Lenders or the benefit of this Clause 28. Each successor and each Issuing Lender under any of the other Parties Loan Documents, the retiring Agent shall have continue to hold such collateral security until such time as a successor Agent is appointed) and (b) all payments, communications and determinations provided to be made by, to or through the same rights Agent shall instead be made by or to each Lender and obligations amongst themselves the Issuing Lender directly, until such time as they would have had if such successor had been an original Party. After consultation with the Borrowers the Required Lenders may, by notice to the Agent, require it to resign in accordance with paragraph b) above. In this event, the Agent shall resign in accordance with paragraph b) above. The Agent shall resign in accordance with paragraph (b) above (and, to the extent applicable, shall use reasonable endeavours to appoint a successor Agent pursuant as provided for above in this Section. Upon the acceptance of a successor's appointment as Agent hereunder, such successor shall succeed to paragraph and become vested with all of the rights, powers, privileges and duties of the retiring (cor retired) above) if on Agent, and the retiring Agent shall be discharged from all of its duties and obligations hereunder or after the date which is three months before the earliest FATCA Application Date relating to any payment to the Agent under the Finance 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, either: the Agent fails to respond to a request under Clause 13.4 (FATCA Information) and a Lender reasonably believes that the Agent will not be (or will have ceased to be) a FATCA Exempt Party on or after that FATCA Application Date; the information supplied by the Agent pursuant to Clause 13.4 (FATCA Information) indicates that the Agent will not be (or will have ceased to be) a FATCA Exempt Party on or after that FATCA Application Date; or the Agent notifies the Borrowers and the Lenders that the Agent will not be (or will have ceased to be) a FATCA Exempt Party on or after that FATCA Application Date; and (in each case) a Lender reasonably believes that a Party will be required to make a FATCA Deduction that would not be required if the Agent were a FATCA Exempt Party, and that Lender, by notice to the Agent, requires it to resign.provisions of this Section 10.14

Resignation of the Agent. The Agent may at any time give notice of its resignation to the Lenders and the Borrower, provided, however, that the Agent shall be required to resign and appoint one provide notice thereof to the Lenders and the Borrower in the event the Agent, in its capacity as a Lender, has assigned all of its affiliates rights and obligations as successor by giving notice to a Lender under the other Finance Parties Loans and the BorrowersLoan Documents. Alternatively the Agent mayUpon receipt of any such notice of resignation, upon prior written consent of the Borrowers (not to be unreasonably withheld), resign by giving notice to the other Finance Parties and the Borrowers in which case the Required Lenders (may, after consultation with the Borrowers) may Borrower, appoint a successor agentAgent. If no successor Agent shall have been so appointed by the Required Lenders and shall have not appointed a successor agent in accordance with paragraph b) above accepted such appointment within thirty (30) 30 days after the retiring Agent's giving of notice of resignation was givenresignation, then the retiring Agent (may, on behalf of the Lenders and after consultation with the Borrowers) may Borrower, appoint a successor agent. 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 agent under the Finance Documents. The Agent’s resignation notice shall only take effect upon appointment of a successor. Upon the acceptance by any Person of its appointment as a successor Agent, (a) such Person shall thereupon succeed to and become vested with all the rights, powers, duties and obligations of a successor, the retiring Agent and the retiring Agent shall be discharged from its duties and obligations as Agent under the Loan Documents and (b) the retiring Agent shall promptly transfer all Collateral within its possession or control to the possession or control of the successor Agent and shall execute and deliver such notices, instructions and assignments as may be necessary or desirable to transfer the rights of the Agent with respect to the Collateral to the successor Agent. After any further obligation retiring Agent's resignation as Agent, the provisions of this Article 8 shall continue in effect for its benefit in respect of any actions taken or omitted to be taken by it while it was acting as the Finance Documents but shall remain entitled Agent. Notwithstanding anything contained in this Section 8.08 to the benefit contrary, unless the successor Agent is a financial institution having a combined capital and surplus equal to or in excess of this Clause 28. Each $500,000,000, the appointment of such successor and each Agent shall require the prior written consent of the other Parties Borrower (unless an Event of Default exists, in which case the consent of the Borrower shall have the same rights and obligations amongst themselves as they would have had if such successor had been an original Party. After consultation with the Borrowers the Required Lenders may, by notice to the Agent, require it to resign in accordance with paragraph b) above. In this event, the Agent shall resign in accordance with paragraph b) above. The Agent shall resign in accordance with paragraph (b) above (and, to the extent applicable, shall use reasonable endeavours to appoint a successor Agent pursuant to paragraph (c) above) if on or after the date which is three months before the earliest FATCA Application Date relating to any payment to the Agent under the Finance Documents, either: the Agent fails to respond to a request under Clause 13.4 (FATCA Information) and a Lender reasonably believes that the Agent will not be (required), such consent not to be unreasonably withheld or will have ceased to be) a FATCA Exempt Party on or after that FATCA Application Date; the information supplied by the Agent pursuant to Clause 13.4 (FATCA Information) indicates that the Agent will not be (or will have ceased to be) a FATCA Exempt Party on or after that FATCA Application Date; or the Agent notifies the Borrowers and the Lenders that the Agent will not be (or will have ceased to be) a FATCA Exempt Party on or after that FATCA Application Date; and (in each case) a Lender reasonably believes that a Party will be required to make a FATCA Deduction that would not be required if the Agent were a FATCA Exempt Party, and that Lender, by notice to the Agent, requires it to resigndelayed.

Resignation of the Agent. The Agent may resign and appoint one at any time give notice of its affiliates resignation as successor by giving notice Agent to the other Finance Parties Lenders and the BorrowersBorrower. Alternatively Upon receipt of any such notice of resignation, the Agent mayRequired Lenders shall have the right, upon prior written consent with approval from the Borrower (so long as no Event of the Borrowers (Default has occurred and is continuing), to appoint a successor, such approval not to be unreasonably withheld), resign withheld or delayed. If no such successor shall have been so appointed and by giving notice to the other Finance Parties and the Borrowers in which case the Required Lenders and so approved by the Borrower (after consultation with the Borrowersas applicable) may appoint a successor agent. If the Required Lenders have not appointed a successor agent in accordance with paragraph b) above within thirty (30) days after the retiring Agent gives notice of resignation was givenits resignation, then the retiring Agent (after consultation with may on behalf of the Borrowers) may Lenders, appoint a successor agent. The retiring Agent shallmeeting 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, at its own cost, make available to the successor agent then such documents resignation shall nonetheless become effective in accordance with such notice and records and provide such assistance as the successor agent may reasonably request for the purposes of performing its functions as agent under the Finance Documents. The Agent’s resignation notice shall only take effect upon appointment of a successor. Upon the appointment of a successor, (a) 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 further obligation in respect collateral security held by the Agent on behalf of the Finance Documents but shall remain entitled to the benefit of this Clause 28. Each successor and each under any of the other Parties Loan Documents, the retiring Agent shall have continue to hold such collateral security until such time as a successor Agent is appointed) and (b) all payments, communications and determinations provided to be made by, to or through the same rights and obligations amongst themselves Agent shall instead be made by or to each Lender directly, until such time as they would have had if such successor had been an original Party. After consultation with the Borrowers the Required Lenders may, by notice to the Agent, require it to resign in accordance with paragraph b) above. In this event, the Agent shall resign in accordance with paragraph b) above. The Agent shall resign in accordance with paragraph (b) above (and, to the extent applicable, shall use reasonable endeavours to appoint a successor Agent pursuant as provided for above in this Section. Upon the acceptance of a successor’s appointment as Agent hereunder, such successor shall succeed to paragraph and become vested with all of the rights, powers, privileges and duties of the retiring (cor retired) above) if on Agent, and the retiring Agent shall be discharged from all of its duties and obligations hereunder or after the date which is three months before the earliest FATCA Application Date relating to any payment to the Agent under the Finance 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, either: the Agent fails to respond to a request under Clause 13.4 (FATCA Information) provisions of this Section 10.14 and a Lender reasonably believes that Section 11.3 shall continue in effect for the Agent will not be (or will have ceased to be) a FATCA Exempt Party on or after that FATCA Application Date; the information supplied by the Agent pursuant to Clause 13.4 (FATCA Information) indicates that the Agent will not be (or will have ceased to be) a FATCA Exempt Party on or after that FATCA Application Date; or the Agent notifies the Borrowers benefit of such retiring Agent, its sub-agents and the Lenders that the Agent will not be (or will have ceased to be) a FATCA Exempt Party on or after that FATCA Application Date; and (in each case) a Lender reasonably believes that a Party will be required to make a FATCA Deduction that would not be required if the Agent were a FATCA Exempt Partytheir respective Affiliates, and that Lendertheir and their Affiliates’ respective partners, directors, officers, employees, agents and advisors (for purposes hereof, “Related Parties”) in respect of any actions taken or omitted to be taken by notice to any of them while the retiring Agent was acting as Agent, requires it to resign.

Resignation of the Agent. The Agent may resign and appoint one at any time give notice of its affiliates as successor by giving notice resignation to the other Finance Parties Lenders and the BorrowersBorrower. Alternatively Upon receipt of any such notice of resignation, the Agent mayRequired Lenders shall have the right, upon prior written subject to the consent of the Borrowers (not Borrower, to be unreasonably withheld), resign by giving notice to the other Finance Parties and the Borrowers in which case the Required Lenders (after consultation with the Borrowers) may appoint a successor agentsuccessor, which shall be a bank with an office in the United States, or an Affiliate of any such bank with an office in the United States. If the Required Lenders no such successor shall have not been so appointed a successor agent in accordance with paragraph b) above and shall have accepted such appointment within thirty (30) days after the retiring Agent gives notice of resignation was givenits resignation, then the retiring Agent (after consultation with may on behalf of the Borrowers) may Lenders, appoint a successor agent. The retiring Agent shallmeeting the qualifications set forth above with the consent of the Borrower; provided that if the Agent shall notify the Borrower and the Lenders that no qualifying Person has accepted such appointment, at its own cost, make available to the successor agent then such documents resignation shall nonetheless become effective in accordance with such notice and records and provide such assistance as the successor agent may reasonably request for the purposes of performing its functions as agent under the Finance Documents. The Agent’s resignation notice shall only take effect upon appointment of a successor. Upon the appointment of a successor, (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 further obligation collateral security held by the Agent on behalf of the Lenders under any of the Loan Documents, the retiring Agent shall continue to hold such collateral security until such time as a successor Agent is appointed) and (2) all payments, communications and determinations provided to be made by, to or through the Agent shall instead be made by or to each Lender directly, until such time as a successor Agent shall be appointed as provided for above in this Section 9.06. Upon the acceptance of a successor’s appointment as the Agent hereunder, such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring (or retired) the 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 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 10.04 and 10.05 shall continue in effect for the benefit of such retiring Agent, its sub-agents and their respective Related Parties in respect of any actions taken or omitted to be taken by any of them while the Finance Documents but shall remain entitled to the benefit of this Clause 28. Each successor and each of the other Parties shall have the same rights and obligations amongst themselves retiring Agent was acting as they would have had if such successor had been an original Party. After consultation with the Borrowers the Required Lenders may, by notice to the Agent, require it to resign in accordance with paragraph b) above. In this event, the Agent shall resign in accordance with paragraph b) above. The Agent shall resign in accordance with paragraph (b) above (and, to the extent applicable, shall use reasonable endeavours to appoint a successor Agent pursuant to paragraph (c) above) if on or after the date which is three months before the earliest FATCA Application Date relating to any payment to the Agent under the Finance Documents, either: the Agent fails to respond to a request under Clause 13.4 (FATCA Information) and a Lender reasonably believes that the Agent will not be (or will have ceased to be) a FATCA Exempt Party on or after that FATCA Application Date; the information supplied by the Agent pursuant to Clause 13.4 (FATCA Information) indicates that the Agent will not be (or will have ceased to be) a FATCA Exempt Party on or after that FATCA Application Date; or the Agent notifies the Borrowers and the Lenders that the Agent will not be (or will have ceased to be) a FATCA Exempt Party on or after that FATCA Application Date; and (in each case) a Lender reasonably believes that a Party will be required to make a FATCA Deduction that would not be required if the Agent were a FATCA Exempt Party, and that Lender, by notice to the Agent, requires it to resign.

Resignation of the Agent. (a) The Agent may resign and appoint one of its affiliates Affiliates acting through an office in France as successor by giving notice to the other Finance Parties Lenders and the BorrowersCompany. (b) Alternatively the Agent may, upon prior written consent of the Borrowers (not to be unreasonably withheld), may resign by giving 30 days' notice to the other Finance Parties Lenders and the Borrowers Company, in which case the Required Majority Lenders (after consultation with the BorrowersCompany) may appoint a successor agentAgent, which shall not be incorporated or acting through an office situated in a Non-Cooperative Jurisdiction. (c) The Company may, on no less than 30 days' prior notice to the Agent, replace the Agent by requiring the Lenders to appoint a replacement Agent if any amount payable under a Finance Document by an Obligor becomes not deductible from that Obligor's taxable income for French tax purposes by reason of that amount (i) being paid or accrued to an Agent incorporated or acting through an office situated in a Non-Cooperative Jurisdiction or (ii) paid to an account opened in the name of that Agent in a financial institution situated in a Non-Cooperative Jurisdiction. In this case, the Agent shall resign and a replacement Agent shall be appointed by the Majority Lenders (after consultation with the Company) within 30 days after notice of replacement was given. (d) If the Required Majority Lenders have not appointed a successor agent Agent in accordance with paragraph (b) above within thirty (30) 20 days after notice of resignation was given, the retiring Agent (after consultation with the BorrowersCompany) may appoint a successor agentAgent (acting through an office in France). (e) If the Agent wishes to resign because (acting reasonably) it has concluded that it is no longer appropriate for it to remain as agent and the Agent is entitled to appoint a successor Agent under paragraph (d) above, the Agent may (if it concludes (acting reasonably) that it is necessary to do so in order to persuade the proposed successor Agent to become a party to this Agreement as Agent) agree with the proposed successor Agent amendments to this Clause 33 and any other term of this Agreement dealing with the rights or obligations of the Agent consistent with then current market practice for the appointment and protection of corporate trustees together with any reasonable amendments to the agency fee payable under this Agreement which are consistent with the successor Agent's normal fee rates and those amendments will bind the Parties. (f) The retiring Agent shall, at its own cost, make available to the successor agent Agent such documents and records and provide such assistance as the successor agent Agent may reasonably request for the purposes of performing its functions as agent Agent under the Finance Documents. The Company shall, within three Business Days of demand, reimburse the retiring Agent for the amount of all costs and expenses (including legal fees) properly incurred by it in making available such documents and records and providing such assistance. (g) The Agent’s 's resignation notice shall only take effect upon the appointment of a successor. (h) Upon the appointment of a successor, the retiring Agent shall be discharged from any further obligation in respect of the Finance Documents (other than its obligations under paragraph (f) above) but shall remain entitled to the benefit of this Clause 28. Each successor and each of the other Parties shall have the same rights and obligations amongst themselves as they would have had if such successor had been an original Party. After consultation with the Borrowers the Required Lenders may, by notice 15.3 (Indemnity to the Agent, require it to resign in accordance with paragraph b) above. In this event, the Agent shall resign in accordance with paragraph b) above. The Agent shall resign in accordance with paragraph (b) above (and, to the extent applicable, shall use reasonable endeavours to appoint a successor Agent pursuant to paragraph (c) above) if on or after the date which is three months before the earliest FATCA Application Date relating to any payment to the Agent under the Finance Documents, either: the Agent fails to respond to a request under Clause 13.4 (FATCA Information) and a Lender reasonably believes that the Agent will not be (or will have ceased to be) a FATCA Exempt Party on or after that FATCA Application Date; the information supplied by the Agent pursuant to Clause 13.4 (FATCA Information) indicates that the Agent will not be (or will have ceased to be) a FATCA Exempt Party on or after that FATCA Application Date; or the Agent notifies the Borrowers and the Lenders that the Agent will not be (or will have ceased to be) a FATCA Exempt Party on or after that FATCA Application Date; and (in each case) a Lender reasonably believes that a Party will be required to make a FATCA Deduction that would not be required if the Agent were a FATCA Exempt Party, and that Lender, by notice to the Agent, requires it to resign.this

Resignation of the Agent. The Agent may may, and at the request of the Required Lenders shall, resign and appoint one of its affiliates as successor by giving the Agent upon thirty (30) days' notice to the other Finance Parties and the BorrowersLenders; provided that any such resignation by Bank of America shall also constitute its resignation as L/C Issuer. Alternatively If the Agent mayresigns under this Agreement, upon prior written the Required Lenders shall appoint from among the Lenders a successor administrative agent for the Lenders, which successor administrative agent shall be consented to by the Borrower at all times other than during the existence of an Event of Default (which consent of the Borrowers (Borrower shall not be unreasonably withheld or delayed). If no successor administrative agent is appointed prior to the effective date of the resignation of the Agent, the Agent may appoint, after consulting with the Lenders and the Borrower, a successor administrative agent from among the Lenders. Upon the acceptance of its appointment as successor administrative agent hereunder, the Person acting as such successor administrative agent shall succeed to all the rights, powers and duties of the retiring Agent and L/C Issuer, and the respective terms "Agent" and "L/C Issuer" shall mean such successor administrative agent and Letter of Credit issuer, and the retiring Agent's appointment, powers and duties as the Agent shall be terminated and the retiring L/C Issuer's rights, powers and duties as such shall be terminated, without any other or further act or deed on the part of such retiring L/C Issuer or any other Lender, other than the obligation of the successor L/C Issuer to issue letters of credit in substitution for the Letters of Credit, if any, outstanding at the time of such succession or to make other arrangements satisfactory to the retiring L/C Issuer to effectively assume the obligations of the retiring L/C Issuer with respect to such Letters of Credit. After any retiring Agent's resignation hereunder as the Agent, the provisions of this Article 14, Section 15.1, and Section 15.2 shall inure to its benefit as to any actions taken or omitted to be unreasonably withheld), resign taken by giving notice to it while it was the other Finance Parties and the Borrowers in which case the Required Lenders (after consultation with the Borrowers) may appoint a successor agentAgent under this Agreement. If no successor administrative agent has accepted appointment as the Required Lenders have not appointed a successor agent in accordance with paragraph b) above within Agent by the date which is thirty (30) days after following a retiring Agent's notice of resignation was givenresignation, the retiring Agent's resignation shall nevertheless thereupon become effective and the Lenders shall perform all of the duties of the Agent (after consultation with hereunder until such time, if any, as the Borrowers) may Required Lenders appoint a successor agent. 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 provided for the purposes of performing its functions as agent under the Finance Documents. The Agent’s resignation notice shall only take effect upon appointment of a successor. Upon the appointment of a successor, the retiring Agent shall be discharged from any further obligation in respect of the Finance Documents but shall remain entitled to the benefit of this Clause 28. Each successor and each of the other Parties shall have the same rights and obligations amongst themselves as they would have had if such successor had been an original Party. After consultation with the Borrowers the Required Lenders may, by notice to the Agent, require it to resign in accordance with paragraph b) above. In this event, the Agent shall resign in accordance with paragraph b) above. The Agent shall resign in accordance with paragraph (b) above (and, to the extent applicable, shall use reasonable endeavours to appoint a successor Agent pursuant to paragraph (c) above) if on or after the date which is three months before the earliest FATCA Application Date relating to any payment to the Agent under the Finance Documents, either: the Agent fails to respond to a request under Clause 13.4 (FATCA Information) and a Lender reasonably believes that the Agent will not be (or will have ceased to be) a FATCA Exempt Party on or after that FATCA Application Date; the information supplied by the Agent pursuant to Clause 13.4 (FATCA Information) indicates that the Agent will not be (or will have ceased to be) a FATCA Exempt Party on or after that FATCA Application Date; or the Agent notifies the Borrowers and the Lenders that the Agent will not be (or will have ceased to be) a FATCA Exempt Party on or after that FATCA Application Date; and (in each case) a Lender reasonably believes that a Party will be required to make a FATCA Deduction that would not be required if the Agent were a FATCA Exempt Party, and that Lender, by notice to the Agent, requires it to resign.

Resignation of the Agent. (a) The Agent may resign and appoint one of its affiliates Affiliates as successor by giving notice to the Lenders each Hedging Provider, the Security Agent and the Borrower. (b) Alternatively the Agent may resign by giving 30 days’ notice to the other Finance Parties and the Borrowers. Alternatively the Agent mayBorrower, upon prior written consent of the Borrowers (not to be unreasonably withheld), resign by giving notice to the other Finance Parties and the Borrowers in which case the Required Majority Lenders (after consultation with the BorrowersBorrower) may appoint a successor agentAgent. (c) If the Required Majority Lenders have not appointed a successor agent Agent in accordance with paragraph clause (b) above within thirty (30) 20 days after notice of resignation was given, the retiring Agent (after consultation with the BorrowersBorrower) may appoint a successor agentAgent. (d) If the Agent wishes to resign because (acting reasonably) it has concluded that it is no longer appropriate for it to remain as agent and the Agent is entitled to appoint a successor Agent under clause 33.12(c), the Agent may (if it concludes (acting reasonably) that it is necessary to do so in order to persuade the proposed successor Agent to become a party to this Agreement as Agent) agree with the proposed successor Agent amendments to this clause 33 and any other term of this Agreement dealing with the rights or obligations of the Agent consistent with then current market practice for the appointment and protection of corporate trustees together with any reasonable amendments to the agency fee payable under this Agreement which are consistent with the successor Agent's normal fee rates and those amendments will bind the Parties. (e) The retiring Agent shall, at its own cost, make available to the successor agent Agent such documents and records and provide such assistance as the successor agent Agent may reasonably request for the purposes of performing its functions as agent Agent under the Finance Documents. (f) The Agent’s 's resignation notice shall only take effect upon the appointment of a successor. Upon the (g) The appointment of a successorthe successor Agent shall take effect on the date specified in the notice from the Majority Lenders to the retiring Agent. As from this date, the retiring Agent shall be discharged from any further obligation in respect of the Finance Documents (other than its obligations under clause 33.12(e)) but shall remain entitled to the benefit of clause 14.3 (Indemnity to the Agent and the Security Agent) and this Clause 28clause 33 (and any agency fees for the account of the retiring Agent shall cease to accrue from (and shall be payable on) that date). Each Any successor and each of the other Parties shall have the same rights and obligations amongst themselves as they would have had if such successor had been an original Party. After consultation with the Borrowers the Required Lenders may, by notice to the Agent, require it to resign in accordance with paragraph b) above. In this event, the Agent shall resign in accordance with paragraph b) above. The Agent shall resign in accordance with paragraph (b) above (and, to the extent applicable, shall use reasonable endeavours to appoint a successor Agent pursuant to paragraph (c) above) if on or after the date which is three months before the earliest FATCA Application Date relating to any payment to the Agent under the Finance Documents, either: the Agent fails to respond to a request under Clause 13.4 (FATCA Information) and a Lender reasonably believes that the Agent will not be (or will have ceased to be) a FATCA Exempt Party on or after that FATCA Application Date; the information supplied by the Agent pursuant to Clause 13.4 (FATCA Information) indicates that the Agent will not be (or will have ceased to be) a FATCA Exempt Party on or after that FATCA Application Date; or the Agent notifies the Borrowers and the Lenders that the Agent will not be (or will have ceased to be) a FATCA Exempt Party on or after that FATCA Application Date; and (in each case) a Lender reasonably believes that a Party will be required to make a FATCA Deduction that would not be required if the Agent were a FATCA Exempt Party, and that Lender, by notice to the Agent, requires it to resign.

Resignation of the Agent. The Agent may resign and appoint one of its affiliates as successor at any time by giving written notice to the other Finance Parties Banks and the BorrowersBorrower. Alternatively Upon any such resignation, the Agent may, upon Majority Banks with the prior written consent of the Borrowers (Borrower, which consent of the Borrower shall not to be necessary if an Event of Default has occurred and is continuing at such time, which shall not be unreasonably withheld), resign by giving notice shall have the right to the other Finance Parties and the Borrowers in which case the Required Lenders (after consultation with the Borrowers) may appoint a successor agentfrom among the Banks. If the Required Lenders no successor shall have not appointed a successor agent in accordance with paragraph b) above accepted such appointment within thirty forty-five (3045) days after the retiring Agent's giving of notice of resignation was givenresignation, the retiring Agent (after consultation with may, on behalf of the Borrowers) may Banks, appoint a successor agent. The retiring thereto with the prior written consent of the Borrower, which consent shall not be necessary if an Event of Default has occurred and is continuing at such time, which shall not be unreasonably withheld, and such successor 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 agent shall be a bank or trust Borrower organized under the Finance Documents. The Agent’s resignation notice shall only take effect upon appointment laws of the United States or any state thereof having a successorcombined capital and surplus (or owned by a holding Borrower having a combined capital and surplus) of at least $2,000,000,000.00. Upon the acceptance by such successor of its appointment hereunder, such successor shall succeed to and become vested with all the rights and obligations of a successorthe retiring Agent, and the retiring Agent shall be discharged from its obligations under this Agreement except with respect to any further liability with respect to a breach of any obligation in respect hereunder prior to such resignation. The provisions of the Finance Documents but this Article shall remain entitled inure to the benefit of this Clause 28. Each successor and each of the other Parties shall have the same rights and obligations amongst themselves retiring Agent as they would have had if such successor had been an original Party. After consultation with the Borrowers the Required Lenders may, by notice to the Agent, require it to resign in accordance with paragraph b) above. In this event, the Agent shall resign in accordance with paragraph b) above. The Agent shall resign in accordance with paragraph (b) above (and, to the extent applicable, shall use reasonable endeavours to appoint a successor Agent pursuant to paragraph (c) above) if on or after the date which is three months before the earliest FATCA Application Date relating to any payment actions taken or omitted to the Agent be taken by it while it held such position under the Finance Documents, either: the Agent fails to respond to a request under Clause 13.4 (FATCA Information) and a Lender reasonably believes that the Agent will not be (or will have ceased to be) a FATCA Exempt Party on or after that FATCA Application Date; the information supplied by the Agent pursuant to Clause 13.4 (FATCA Information) indicates that the Agent will not be (or will have ceased to be) a FATCA Exempt Party on or after that FATCA Application Date; or the Agent notifies the Borrowers and the Lenders that the Agent will not be (or will have ceased to be) a FATCA Exempt Party on or after that FATCA Application Date; and (in each case) a Lender reasonably believes that a Party will be required to make a FATCA Deduction that would not be required if the Agent were a FATCA Exempt Party, and that Lender, by notice to the Agent, requires it to resignthis Agreement.

Resignation of the Agent. The Subject to the appointment and acceptance of a successor Agent as provided below, the Agent may resign and appoint one of its affiliates as successor at any time by giving notice thereof to the other Finance Parties Lenders, the Issuers and the BorrowersBorrower. Alternatively Upon receipt of any such notice of resignation, the Agent Required Lenders may, upon prior written with the consent of the Borrowers Borrower (which consent shall not to be unreasonably withheld), resign appoint any Eligible Assignee as the successor Agent. If no successor Agent is so appointed by giving notice to the other Finance Parties and the Borrowers in which case the Required Lenders (and accepts such appointment within 30 days after consultation the resigning Agent's giving of notice of resignation, then the resigning Agent may, on behalf of the Lenders and with the Borrowers) may consent of the Borrower (which consent shall not be unreasonably withheld), appoint a successor agent. If the Required Lenders have not appointed a successor agent in accordance with paragraph b) above within thirty (30) days after notice of resignation was given, the Agent (after consultation with the Borrowers) may appoint a successor agent. The retiring Agent shall, at its own cost, make available to the successor agent such documents and records and provide such assistance any Eligible Assignee as the successor agent may reasonably request for Agent. Effective on the purposes acceptance by any Person of performing its functions appointment as agent under a successor Agent, such Person shall succeed to and become vested with all the Finance Documents. The Agent’s resignation notice shall only take effect upon appointment rights, powers, privileges, duties and obligations of a successor. Upon the appointment of a successor, resigning Agent and the retiring resigning Agent shall be discharged from its duties and obligations as Agent under the Loan Documents. After any further obligation resigning Agent's resignation as Agent, the provisions of this Article IX shall continue in effect for its benefit in respect of any actions taken or omitted to be taken by it while it was acting as the Finance Documents but shall remain entitled to the benefit of this Clause 28Agent. Each successor and each of the other Parties shall have the same rights and obligations amongst themselves as they would have had if such successor had been an original Party. After consultation with the Borrowers the Required Lenders mayThe Lenders, by notice to the Agent, require it to resign in accordance with paragraph b) above. In this event, the Agent shall resign in accordance with paragraph b) above. The Agent shall resign in accordance with paragraph (b) above (and, to the extent applicable, shall use reasonable endeavours to appoint a successor Agent pursuant to paragraph (c) above) if on or after the date which is three months before the earliest FATCA Application Date relating to any payment to the Agent under the Finance Documents, either: the Agent fails to respond to a request under Clause 13.4 (FATCA Information) and a Lender reasonably believes that the Agent will not be (or will have ceased to be) a FATCA Exempt Party on or after that FATCA Application Date; the information supplied by the Agent pursuant to Clause 13.4 (FATCA Information) indicates that the Agent will not be (or will have ceased to be) a FATCA Exempt Party on or after that FATCA Application Date; or the Agent notifies the Borrowers and the Lenders Borrower agree that the Agent will not be (or will have ceased to bei) a FATCA Exempt Party on or after that FATCA Application Date; and (in each case) a Lender reasonably believes that a Party will be required to make a FATCA Deduction that would not be required if the Agent were a FATCA Exempt Partyis removed or replaced as Agent, by resignation or otherwise, under this Agreement, then the entity being removed or replaced as Agent will simultaneously resign as Term Agent and Collateral Agent, and that Lender, by notice (ii) no successor Agent will be appointed or accepted under this Agreement unless such party shall simultaneously be appointed or accepted as Term Agent and Collateral Agent and shall agree to the such simultaneous appointment or acceptance as Term Agent and Collateral Agent, requires it to resign.

Resignation of the Agent. The Agent may resign and appoint one of its affiliates as successor at any time by giving notice thereof to the other Finance Parties Lenders and the BorrowersBorrower. Alternatively Further, the Agent mayshall resign in the event there are no outstanding Revolving Commitments. Upon any such resignation, upon prior written consent of the Borrowers (not to be unreasonably withheld), resign by giving notice to the other Finance Parties and the Borrowers in which case the Required Lenders (after consultation with and Borrower shall have the Borrowers) may right to appoint a successor agent. If Agent (provided that Borrower shall not unreasonably withhold its consent to a successor Agent nominated by the Required Lenders and Borrower shall have not no right to participate in such appointment during the continuance of an Event of Default or if there are no outstanding Revolving Commitments). If no successor Agent shall have been so appointed a successor agent in accordance with paragraph b) above by the Required Lenders and Borrower (to the extent required by the preceding sentence), and shall have accepted such appointment within thirty (30) days after the retiring Agent's giving of notice of resignation was givenresignation, then the retiring Agent (after consultation with may, on behalf of the Borrowers) may Lenders, appoint a successor agent. 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 agent which shall be a Lender or a commercial bank organized under the Finance Documents. The Agent’s resignation notice shall only take effect upon appointment laws of a successorthe United States of America having combined capital and surplus of at least $100,000,000.00. Upon the acceptance of any appointment of as the Agent hereunder by a successor, 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 further obligation retiring Agent's resignation hereunder as the Agent the provisions of this Article X shall continue in effect for its benefit in respect of the Finance Documents but shall remain entitled any actions taken or omitted to the benefit of this Clause 28. Each successor and each of the other Parties shall have the same rights and obligations amongst themselves be taken by it while it was acting as they would have had if such successor had been an original Party. After consultation with the Borrowers the Required Lenders may, by notice to the Agent, require it to resign in accordance with paragraph b) above. In this event, the Agent shall resign in accordance with paragraph b) above. The Agent shall resign in accordance with paragraph (b) above (and, to the extent applicable, shall use reasonable endeavours to appoint a successor Agent pursuant to paragraph (c) above) if on or after the date which is three months before the earliest FATCA Application Date relating to any payment to the Agent under the Finance Documents, either: the Agent fails to respond to a request under Clause 13.4 (FATCA Information) and a Lender reasonably believes that the Agent will not be (or will have ceased to be) a FATCA Exempt Party on or after that FATCA Application Date; the information supplied by the Agent pursuant to Clause 13.4 (FATCA Information) indicates that the Agent will not be (or will have ceased to be) a FATCA Exempt Party on or after that FATCA Application Date; or the Agent notifies the Borrowers and the Lenders that the Agent will not be (or will have ceased to be) a FATCA Exempt Party on or after that FATCA Application Date; and (in each case) a Lender reasonably believes that a Party will be required to make a FATCA Deduction that would not be required if the Agent were a FATCA Exempt Party, and that Lender, by notice to the Agent, requires it to resign.

Resignation of the Agent. Successor Agent. The Agent may resign and appoint one of its affiliates ----------------------------------------- as successor by giving the Agent upon 20 days' notice to the other Finance Parties and the Borrowers. Alternatively the Agent mayBanks and, upon prior written consent unless a Default of the Borrowers type referred to in Section 9.05 has occurred and is continuing, to the Borrower. Upon the resignation of the Agent, the Required Banks shall appoint from among the Banks a successor Agent which is a bank or a trust company for the Banks subject, to the extent that no payment Default or Event of Default has occurred and is then continuing, to prior approval by the Borrower (such approval not to be unreasonably withheldwithheld or delayed), resign by giving notice whereupon such successor agent shall succeed to the other Finance Parties rights, powers and duties of the Agent, and the Borrowers in which case term "Agent" shall include such successor agent effective upon its appointment, and the Required Lenders (after consultation with resigning Agent's rights, powers and duties as the Borrowers) may appoint Agent shall be terminated, without any other or further act or deed on the part of such former Agent or any of the parties to this Agreement. If a successor agent. If Agent shall not have been so appointed within such 20 day period after the Required Lenders have not appointed a successor agent in accordance with paragraph b) above within thirty (30) days after date such notice of resignation was given, the Agent (after consultation with the Borrowers) may appoint a successor agent. 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 agent under the Finance Documents. The Agent’s resignation notice shall only take effect upon appointment of a successor. Upon the appointment of a successor, the retiring Agent shall be discharged from any further obligation in respect of the Finance Documents but shall remain entitled to the benefit of this Clause 28. Each successor and each of the other Parties shall have the same rights and obligations amongst themselves as they would have had if such successor had been an original Party. After consultation with the Borrowers the Required Lenders may, given by notice to the Agent, require it to resign in accordance with paragraph b) above. In this event, the Agent's resignation shall become effective and the Banks shall thereafter perform all duties of the Agent shall resign in accordance with paragraph b) above. The Agent shall resign in accordance with paragraph (b) above (andhereunder and/or under any other Credit Documents until such time, to if any, as the extent applicable, shall use reasonable endeavours to Required Banks appoint a successor Agent pursuant as provided above. After the resignation of the Agent hereunder, the provisions of this Section 11 shall inure to paragraph (c) above) if on or after the date which is three months before the earliest FATCA Application Date relating its benefit as to any payment actions taken or omitted to the be taken by it while it was Agent under the Finance Documents, either: the Agent fails to respond to a request under Clause 13.4 (FATCA Information) and a Lender reasonably believes that the Agent will not be (or will have ceased to be) a FATCA Exempt Party on or after that FATCA Application Date; the information supplied by the Agent pursuant to Clause 13.4 (FATCA Information) indicates that the Agent will not be (or will have ceased to be) a FATCA Exempt Party on or after that FATCA Application Date; or the Agent notifies the Borrowers and the Lenders that the Agent will not be (or will have ceased to be) a FATCA Exempt Party on or after that FATCA Application Date; and (in each case) a Lender reasonably believes that a Party will be required to make a FATCA Deduction that would not be required if the Agent were a FATCA Exempt Party, and that Lender, by notice to the Agent, requires it to resignthis Agreement.

Resignation of the Agent. The Agent may resign and appoint one at any time give written notice of its affiliates as successor by giving notice resignation to the other Finance Parties Lenders and the BorrowersBorrower. Alternatively Upon receipt of any such notice of resignation, the Agent mayRequired Lenders shall have the right, upon prior written with the consent of the Borrowers (not Borrower, to appoint a successor, which shall be unreasonably withheld)a bank with an office in the United States, resign or an Affiliate of any such bank with an office in the United States provided, that such Affiliate is a “U.S. person” and a “financial institution” within the meaning of Treasury Regulations section 1.1441-1. If no such successor shall have been so appointed by giving notice to the other Finance Parties and the Borrowers in which case the Required Lenders (after consultation with the Borrowers) may appoint a successor agent. If the Required Lenders and shall have not appointed a successor agent in accordance with paragraph b) above accepted such appointment within thirty (30) days after the retiring Agent gives notice of resignation was givenits resignation, then the retiring Agent (after consultation may on behalf of the Lenders and the L/C Issuer and with the Borrowers) may consent of the Borrower, appoint a successor agent. The retiring Agent shallmeeting the qualifications set forth above; provided, at that, if the Agent shall notify the Borrower and the Lenders that no qualifying Person has accepted such appointment within thirty (30) days after the resigning Agent gives notice of its own costresignation, make available to the successor agent then such documents resignation shall nonetheless become effective in accordance with such notice and records and provide such assistance as the successor agent may reasonably request for the purposes of performing its functions as agent under the Finance Documents. The Agent’s resignation notice shall only take effect upon appointment of a successor. Upon the appointment of a successor, (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 further obligation in respect Collateral held by the Agent on behalf of the Finance Documents but Lenders or the L/C Issuer under any of the Loan Documents, the retiring Agent shall remain entitled continue to hold such collateral security until such time as a successor Agent is appointed) and (2) except for any indemnity payments or other amounts then owed to the benefit of this Clause 28. Each successor retiring or removed Agent, all payments, communications and determinations provided to be made by, to or through the Agent shall instead be made by or to each of Lender and the other Parties shall have the same rights and obligations amongst themselves L/C Issuer directly, until such time as they would have had if such successor had been an original Party. After consultation with the Borrowers the Required Lenders may, by notice to the Agent, require it to resign in accordance with paragraph b) above. In this event, the Agent shall resign in accordance with paragraph b) above. The Agent shall resign in accordance with paragraph (b) above (and, to the extent applicable, shall use reasonable endeavours to appoint a successor Agent pursuant to paragraph (c) above) if on or after as provided for above in this Section. Upon the date which is three months before the earliest FATCA Application Date relating to any payment to acceptance of a successor’s appointment as the 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 Finance 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, either: the provisions of this Article and Section 10.04 shall continue in effect for the benefit of such retiring Agent, its sub-agents and their respective Related Parties in respect of any actions taken or omitted to be taken by any of them while the retiring Agent was acting as the Agent fails to respond to a request under Clause 13.4 (FATCA Information) and a Lender reasonably believes that the Agent will not be (or will have ceased to be) a FATCA Exempt Party on or after that FATCA Application Date; the information supplied hereunder. Any resignation by Bank of America as the Agent pursuant to Clause 13.4 (FATCA Information) indicates that this Section shall also constitute its resignation as Swing Line Lender and the resignation of Bank of America as L/C Issuer. Upon the acceptance of a successor’s appointment as the Agent will not hereunder, (a) such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring L/C Issuer and Swing Line Lender, (b) the retiring L/C Issuer and Swing Line Lender shall be (discharged from all of their respective duties and obligations hereunder or will have ceased to be) a FATCA Exempt Party on or after that FATCA Application Date; or under the Agent notifies the Borrowers and the Lenders that the Agent will not be (or will have ceased to be) a FATCA Exempt Party on or after that FATCA Application Date; other Loan Documents, and (c) the successor L/C Issuer shall issue letters of credit in each case) a Lender reasonably believes that a Party will be required to substitution for the Letters of Credit, if any, outstanding at the time of such succession or make a FATCA Deduction that would not be required if the Agent were a FATCA Exempt Party, and that Lender, by notice other arrangements satisfactory to the Agent, requires it retiring L/C Issuer to resigneffectively assume the obligations of the retiring L/C Issuer with respect to such Letters of Credit.

Resignation of the Agent. The Agent may resign and appoint one of its affiliates as successor by giving notice to the other Finance Parties and the Borrowers. Alternatively the Agent may, upon prior written consent and at the request of the Borrowers (not to be unreasonably withheld)Required Banks shall, resign by giving notice to as the other Finance Parties and the Borrowers in which case the Required Lenders (after consultation with the Borrowers) may appoint a successor agent. If the Required Lenders have not appointed a successor agent in accordance with paragraph b) above within Agent upon thirty (30) days after notice to the Banks. If the Agent resigns under this Agreement, the Required Banks shall appoint from among the Banks a successor administrative agent for the Banks which successor administrative agent shall be consented to by the Parent at all times other than during the existence of an Event of Default (which approval of the Parent shall not be unreasonably withheld or delayed). If no successor administrative agent is appointed prior to the effective date of the resignation was givenof the Agent, the Agent (may appoint, after consultation consulting with the Borrowers) may appoint Banks and the Parent, a successor agent. The retiring Agent shall, at its own cost, make available to administrative agent from among 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 agent under the Finance Documents. The Agent’s resignation notice shall only take effect upon appointment of a successorBanks. Upon the acceptance of its appointment as successor administrative agent hereunder, such successor administrative agent shall succeed to all the rights, powers, and duties of a successor, the retiring Agent and the term "Agent" shall mean such successor administrative agent and the retiring Agent's appointment, powers, and duties as the Agent shall be discharged from any further obligation in respect of the Finance Documents but shall remain entitled to the benefit of this Clause 28. Each successor and each of the other Parties shall have the same rights and obligations amongst themselves as they would have had if such successor had been an original Partyterminated. After consultation with the Borrowers the Required Lenders may, by notice to any retiring Agent's resignation hereunder as the Agent, require the provisions of this Article 11, Section 12.1, and Section 12.2 shall inure to its benefit as to any actions taken or omitted to be taken by it to resign in accordance with paragraph b) above. In this event, while it was the Agent shall resign in accordance with paragraph b) aboveunder this Agreement. The If no successor administrative agent has accepted appointment as the Agent shall resign in accordance with paragraph (b) above (and, to the extent applicable, shall use reasonable endeavours to appoint a successor Agent pursuant to paragraph (c) above) if on or after by the date which is three months before thirty (30) days following a retiring Agent's notice of resignation, the earliest FATCA Application Date relating to any payment to retiring Agent's resignation shall nevertheless thereupon become effective and the Banks shall perform all of the duties of the Agent under hereunder until such time, if any, as the Finance Documents, either: the Agent fails to respond to Required Banks appoint a request under Clause 13.4 (FATCA Information) and a Lender reasonably believes that the Agent will not be (or will have ceased to be) a FATCA Exempt Party on or after that FATCA Application Date; the information supplied by the Agent pursuant to Clause 13.4 (FATCA Information) indicates that the Agent will not be (or will have ceased to be) a FATCA Exempt Party on or after that FATCA Application Date; or the Agent notifies the Borrowers and the Lenders that the Agent will not be (or will have ceased to be) a FATCA Exempt Party on or after that FATCA Application Date; and (in each case) a Lender reasonably believes that a Party will be required to make a FATCA Deduction that would not be required if the Agent were a FATCA Exempt Party, and that Lender, by notice to the Agent, requires it to resignsuccessor agent as provided for above.

Resignation of the Agent. (a) The Agent may resign and appoint one at any time give notice of its affiliates as successor by giving notice resignation to the other Finance Parties Lenders, the L/C Issuer and the BorrowersCompany. Alternatively Upon receipt of any such notice of resignation, the Agent mayRequired Lenders shall have the right, upon prior written with, so long as no Event of Default under Section 8.01(a), 8.01(f) or 8.01(g) has occurred and is continuing, the consent of the Borrowers Company (such consent not to be unreasonably withheldwithheld or delayed), resign 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 giving the Required Xxxxxxx and shall have accepted such appointment within 30 days after the retiring the Agent gives notice to of its resignation (or such earlier day as shall be agreed by the other Finance Parties Required Lenders) (the “Resignation Effective Date”), then the retiring the Agent may (but shall not be obligated to) on behalf of the Lenders and the Borrowers L/C Issuer, appoint a successor the Agent meeting the qualifications set forth above. Whether or not a successor has been appointed, such resignation shall become effective in which case accordance with such notice on the Resignation Effective Date. (b) If the Person serving as the 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 Company and such Person remove such Person as the Agent and, with, so long as no Event of Default under Section 8.01(a), 8.01(f) or 8.01(g) has occurred and is continuing, the consent of the Company (after consultation with the Borrowers) may such consent not to be unreasonably withheld or delayed), appoint a successor agentsuccessor. If no such successor shall have been so appointed by the Required Lenders and shall have not appointed a successor agent 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 paragraph bsuch notice on the Removal Effective Date. (c) above within thirty With effect from the Resignation Effective Date or the Removal Effective Date (30as applicable) days after notice of resignation was given, the Agent (after consultation with the Borrowersi) may appoint a successor agent. 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 agent under the Finance Documents. The Agent’s resignation notice shall only take effect upon appointment of a successor. Upon the appointment of a successor, the retiring or removed the Agent shall be discharged from its duties and obligations hereunder and under the other Loan Documents, in each case solely in its capacity as the Agent and (ii) except for any further obligation indemnity payments or other amounts then owed to the retiring or removed the 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, if any, as the Required Lenders appoint a successor the Agent as provided for above. Upon the acceptance of a successor’s appointment as the Agent hereunder, such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring (or removed) the Agent (other than as provided in Section 3.01(g) and other than any rights to indemnity payments or other amounts owed to the retiring or removed the Agent as of the Resignation Effective Date or the Removal Effective Date, as applicable), and the retiring or removed the 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 the 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 the Agent’s resignation or removal 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 the 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 Finance Documents but shall remain entitled to retiring or removed the benefit of this Clause 28. Each successor and each of the other Parties shall have the same rights and obligations amongst themselves Agent was acting as they would have had if such successor had been an original Party. After consultation with the Borrowers the Required Lenders may, by notice to the Agent, require it to resign in accordance with paragraph b) above. In this event, the Agent shall resign in accordance with paragraph b) above. The Agent shall resign in accordance with paragraph (b) above (and, to the extent applicable, shall use reasonable endeavours to appoint a successor Agent pursuant to paragraph (c) above) if on or after the date which is three months before the earliest FATCA Application Date relating to any payment to the Agent under the Finance Documents, either: the Agent fails to respond to a request under Clause 13.4 (FATCA Information) and a Lender reasonably believes that the Agent will not be (or will have ceased to be) a FATCA Exempt Party on or after that FATCA Application Date; the information supplied by the Agent pursuant to Clause 13.4 (FATCA Information) indicates that the Agent will not be (or will have ceased to be) a FATCA Exempt Party on or after that FATCA Application Date; or the Agent notifies the Borrowers and the Lenders that the Agent will not be (or will have ceased to be) a FATCA Exempt Party on or after that FATCA Application Date; and (in each case) a Lender reasonably believes that a Party will be required to make a FATCA Deduction that would not be required if the Agent were a FATCA Exempt Party, and that Lender, by notice to the Agent, requires it to resign.

Resignation of the Agent. or the Security Agent a) The Agent or the Security Agent may resign and appoint one of its affiliates Affiliates as successor by giving notice to the other Finance Parties Lenders and the BorrowersBorrower. Alternatively 10127241/1 83 b) Alternatively, the Agent may, upon prior written consent of or the Borrowers (not to be unreasonably withheld), Security Agent may resign by giving thirty (30) days' notice to the other Finance Parties Lenders and the Borrowers Borrower, in which case the Required Majority Lenders (after consultation with the BorrowersBorrower) may appoint a successor agentAgent, or as the case may be, a successor Security Agent. c) If the Required Lenders Majority Xxxxxxx have not appointed a successor agent Agent or as the case may be, a successor Security Agent in accordance with paragraph b) above within thirty twenty (3020) days after notice of resignation was given, the retiring Agent or Security Agent (after consultation with the BorrowersBorrower) may appoint a successor agentAgent or as the case may be, a successor Security Agent. d) The retiring Agent shall, at its own costor, as the case may be, the Security Agent make available to the successor agent Agent, or, as the case may be, the successor Security Agent such documents and records and provide such assistance as the successor agent Agent or, as the case may be, the successor Security Agent may reasonably request for the purposes of performing its functions as agent under the Finance Documents. The Borrower shall, within three Business Days of demand, reimburse the retiring Agent or Security Agent (as the case may be) for the amount of all costs and expenses (including legal fees) properly incurred by it in making available such documents and records and providing such assistance. e) The Agent’s 's, or, as the case may be, the Security Agent's, resignation notice shall only take effect upon the appointment of a successor. f) Upon the appointment of a successor, the retiring Agent or Security Agent shall be discharged from any further obligation in respect of the Finance Documents (other than its obligations under paragraph e) above) but shall remain entitled to the benefit of Clause 14.4 (Indemnity to the Agent), Clause 14.5 (Indemnity to the Security Agent) and this Clause 2826 (and any agency fees for the account of the retiring Agent or Security Agent shall cease to accrue from (and shall be payable on) that date). Each Any successor and each of the other Parties shall have the same rights and obligations amongst themselves as they would have had if such successor had been an original Party. g) After consultation with the Borrowers Borrower, the Required Majority Lenders may, by notice to the Agent, require it to resign in accordance with paragraph b) above. In this event, the Agent shall resign in accordance with paragraph b) above. h) The Agent shall resign in accordance with paragraph (b) above (and, to the extent applicable, shall use reasonable endeavours to appoint a successor Agent pursuant to paragraph (c) above) if on or after the date which is three (3) months before the earliest FATCA Application Date relating to any payment to the Agent under the Finance Documents, either: (i) the Agent fails to respond to a request under Clause 13.4 Xxxxxx 12.7 (FATCA Information) and the Borrower or a Lender reasonably believes that the Agent will not be (or will have ceased to be) a FATCA Exempt Party on or after that FATCA Application Date; (ii) the information supplied by the Agent pursuant to Clause 13.4 12.7 (FATCA Information) indicates that the Agent will not be (or will have ceased to be) a FATCA Exempt Party on or after that FATCA Application Date; or (iii) the Agent notifies the Borrowers Borrower and the Lenders that the Agent will not be (or will have ceased to be) a FATCA Exempt Party on or after that FATCA Application Date; 10127241/1 84 and (in each case) the Borrower or a Lender reasonably believes that a Party will be required to make a FATCA Deduction that would not be required if the Agent were a FATCA Exempt Party, and the Borrower or that LenderXxxxxx, by notice to the Agent, requires it to resign.. 26.14 Confidentiality a) In acting as agent for the Finance Parties, the Agent shall be regarded as acting through its agency division which shall be treated as a separate entity from any other of its divisions or departments. b) If information is received by another division or department of the Agent, it may be treated as confidential to that division or department and the Agent shall not be deemed to have notice of it. 26.15 Relationship with the Lenders a) The Agent may treat the person shown in its records as Lender at the opening of business (in the place of the Agent's principal office as notified to the Finance Parties from time to time) as the Lender: (i) entitled to or liable for any payment due under any Finance Document on that day; and (ii) entitled to receive and act upon any notice, request, document or communication or make any decision or determination under any Finance Document made or delivered on that day, unless it has received not less than five (5) Business Days' prior notice from that Lender to the contrary in accordance with the terms of this Agreement. b) Any Lender may by notice to the Agent appoint a person to receive on its behalf all notices, communications, information and documents to be made or despatched to that Lender under the Finance Documents. Such notice shall contain the address and e-mail address and/or any other information required to enable the transmission of information by that means (and, in each case, the department or officer, if any, for whose attention communication is to be made) and be treated as a notification of a substitute address, e-mail address (or such other information), department and officer by that Lender for the purposes of Clause 31.2 (Addresses) and the Agent shall be entitled to treat such person as the person entitled to receive all such notices, communications, information and documents as though that person were that Xxxxxx. 26.16 Credit appraisal by the Lenders Without affecting the responsibility of each Obligor for information supplied by it or on its behalf in connection with any Finance Document, each Lender confirms to the Agent and the Arranger that it has been, and will continue to be, solely responsible for making its own independent appraisal and investigation of all risks arising under or in connection with any Finance Document including but not limited to: a) the financial condition, status and nature of the Obligors; b) the legality, validity, effectiveness, adequacy or enforceability of any Finance Document and any other agreement, arrangement or document entered into, made or executed in anticipation of, under or in connection with any Finance Document;

Resignation of the Agent. (a) The Agent may resign and appoint one of its affiliates Affiliates acting through an office in the United Kingdom or Ireland as successor by giving notice to the other Finance Parties Lenders and the BorrowersCompany. (b) Alternatively the Agent may, upon prior written consent of the Borrowers (not to be unreasonably withheld), may resign by giving 30 days’ notice to the other Finance Parties Lenders and the Borrowers Company, in which case the Required Majority Lenders (after consultation with the BorrowersCompany) may appoint a successor agentAgent. (c) If the Required Majority Lenders have not appointed a successor agent Agent in accordance with paragraph (b) above within thirty (30) 20 days after notice of resignation was given, the retiring Agent (after consultation with the BorrowersCompany) may appoint a successor agentAgent (acting through an office in the United Kingdom or Ireland). (d) If the Agent wishes to resign because (acting reasonably) it has concluded that it is no longer appropriate for it to remain as agent and the Agent is entitled to appoint a successor Agent under paragraph (c) above, the Agent may (if it concludes (acting reasonably) that it is necessary to do so in order to persuade the proposed successor Agent to become a party to this Agreement as Agent) agree with the proposed successor Agent amendments to this Clause 27 and any other term of this Agreement dealing with the rights or obligations of the Agent consistent with then current market practice for the appointment and protection of corporate trustees together with any reasonable amendments to the agency fee payable under this Agreement which are consistent with the successor Agent’s normal fee rates and those amendments will bind the Parties. (e) The retiring Agent shall, at its own cost, shall make available to the successor agent Agent such documents and records and provide such assistance as the successor agent Agent may reasonably request for the purposes of performing its functions as agent Agent under the Finance Documents. The Company shall, within three Business Days of demand, reimburse the retiring Agent for the amount of all costs and expenses (including legal fees) properly incurred by it in making available such documents and records and providing such assistance. (f) The Agent’s resignation notice shall only take effect upon the appointment of a successor. (g) Upon the appointment of a successor, the retiring Agent shall be discharged from any further obligation in respect of the Finance Documents (other than its obligations under paragraph (e) above) but shall remain entitled to the benefit of Clause 17.3 (Indemnity to the Agent) and this Clause 2827 (and any agency fees for the account of the retiring Agent shall cease to accrue from (and shall be payable on) that date). Each Any successor and each of the other Parties shall have the same rights and obligations amongst themselves as they would have had if such successor had been an original Party. (h) After consultation with the Borrowers Company, the Required Majority Lenders may, by notice to the Agent, require it to resign in accordance with paragraph (b) above. In this event, the Agent shall resign in accordance with paragraph (b) above. (i) The Agent shall resign in accordance with paragraph (b) above (and, to the extent applicable, shall use reasonable endeavours to appoint a successor Agent pursuant to paragraph (c) above) if on or after the date which is three months before the earliest FATCA Application Date relating to any payment to the Agent under the Finance Documents, either: the Agent fails to respond to a request under Clause 13.4 (FATCA Information) and a Lender reasonably believes that the Agent will not be (or will have ceased to be) a FATCA Exempt Party on or after that FATCA Application Date; the information supplied by the Agent pursuant to Clause 13.4 (FATCA Information) indicates that the Agent will not be (or will have ceased to be) a FATCA Exempt Party on or after that FATCA Application Date; or the Agent notifies the Borrowers and the Lenders that the Agent will not be (or will have ceased to be) a FATCA Exempt Party on or after that FATCA Application Date; and (in each case) a Lender reasonably believes that a Party will be required to make a FATCA Deduction that would not be required if the Agent were a FATCA Exempt Party, and that Lender, by notice to the Agent, requires it to resign.to

Resignation of the Agent. The Each of the Administrative Agent and Collateral Agent may resign and appoint one at any time give notice of its affiliates as successor by giving notice resignation to the other Finance Parties Lenders and the BorrowersBorrower. Alternatively Upon receipt of any such notice of resignation, the Agent mayRequired Lenders shall have the right to appoint a successor, upon prior written consent which shall be a bank with an office in the United States, or an Affiliate of any such bank with an office in the Borrowers United States, which appointment shall be subject to approval (not to be unreasonably withheld), resign ) by giving notice to the other Finance Parties and the Borrowers in which case Borrower. If no such successor shall have been so appointed by the Required Lenders and shall have accepted such appointment and shall have been approved by the Borrower (where such approval is required) within 30 days after consultation with the Borrowers) may retiring Agent gives notice of its resignation, then the retiring Agent may, on behalf of the Lenders, appoint a successor agent. If Agent (which shall also be a Lender) meeting the Required qualifications set forth above; provided that if the Agent shall notify the Borrower and the Lenders have not appointed a successor agent that no qualifying Person has accepted such appointment, then such resignation shall nonetheless become effective in accordance with paragraph bsuch notice and (a) above within thirty (30) days after notice of resignation was given, the Agent (after consultation with the Borrowers) may appoint a successor agent. 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 agent under the Finance Documents. The Agent’s resignation notice shall only take effect upon appointment of a successor. Upon the appointment of a successor, 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 further obligation in respect collateral security held by the Agent on behalf of the Finance Documents but shall remain entitled to the benefit of this Clause 28. Each successor and each Lenders under any of the other Parties Loan Documents, the retiring Agent shall have continue to hold such collateral security until such time as a successor Agent is appointed) and (b) all payments, communications and determinations provided to be made by, to or through the same rights and obligations amongst themselves Agent shall instead be made by or to each Lender directly, until such time as they would have had if such successor had been an original Party. After consultation with the Borrowers the Required Lenders may, by notice to the Agent, require it to resign in accordance with paragraph b) above. In this event, the Agent shall resign in accordance with paragraph b) above. The Agent shall resign in accordance with paragraph (b) above (and, to the extent applicable, shall use reasonable endeavours to appoint a successor Agent pursuant as provided for above in this Section. Upon the acceptance and approval (if applicable) of a successor’s appointment as Agent hereunder, and upon the execution and filing or recording of such financing statements or amendments thereto, and such other instruments or notices, as may be necessary, or as the Required Lenders may request, in order to paragraph continue the perfection of the Liens granted or purported to be granted by the Security Documents such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring (cor retired) above) if on Agent, and the retiring Agent shall be discharged from all of its duties and obligations hereunder or after the date which is three months before the earliest FATCA Application Date relating to any payment to the Agent under the Finance other Loan Documents (if not already discharged therefrom as provided above in this Section 9.07). 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, either: the Agent fails to respond to a request under Clause 13.4 (FATCA Information) provisions of this Section 9.07 and a Lender reasonably believes that Section 10.04 shall continue in effect for the Agent will not be (or will have ceased to be) a FATCA Exempt Party on or after that FATCA Application Date; the information supplied by the Agent pursuant to Clause 13.4 (FATCA Information) indicates that the Agent will not be (or will have ceased to be) a FATCA Exempt Party on or after that FATCA Application Date; or the Agent notifies the Borrowers and the Lenders that the Agent will not be (or will have ceased to be) a FATCA Exempt Party on or after that FATCA Application Date; and (in each case) a Lender reasonably believes that a Party will be required to make a FATCA Deduction that would not be required if the Agent were a FATCA Exempt Party, and that Lender, by notice to the benefit of such retiring Agent, requires it its sub-agents and their respective Related Parties in respect of any actions taken or omitted to resignbe taken by any of them while the retiring Agent was acting as Agent.

Resignation of the Agent. or the Security Agent a) The Agent or the Security Agent may resign and appoint one of its affiliates Affiliates as successor by giving notice to the other Finance Parties Lenders and the Borrowers. Alternatively b) Alternatively, the Agent may, upon prior written consent of or the Borrowers (not to be unreasonably withheld), Security Agent may resign by giving thirty (30) days' notice to the other Finance Parties Lenders and the Borrowers Borrowers, in which case the Required Majority Lenders (after consultation with the Borrowers) may appoint a successor agentAgent, or as the case may be, a successor Security Agent. 10127241/1 84 c) If the Required Majority Lenders have not appointed a successor agent Agent or as the case may be, a successor Security Agent in accordance with paragraph b) above within thirty twenty (3020) days after notice of resignation was given, the retiring Agent or Security Agent (after consultation with the Borrowers) may appoint a successor agentAgent or as the case may be, a successor Security Agent. d) The retiring Agent shall, at its own costor, as the case may be, the Security Agent make available to the successor agent Agent, or, as the case may be, the successor Security Agent such documents and records and provide such assistance as the successor agent Agent or, as the case may be, the successor Security Agent may reasonably request for the purposes of performing its functions as agent under the Finance Documents. The Borrowers shall, within three Business Days of demand, reimburse the retiring Agent for the amount of all costs and expenses (including legal fees) properly incurred by it in making available such documents and records and providing such assistance. e) The Agent’s 's, or, as the case may be, the Security Agent's, resignation notice shall only take effect upon the appointment of a successor. f) Upon the appointment of a successor, the retiring Agent or Security Agent shall be discharged from any further obligation in respect of the Finance Documents (other than its obligations under paragraph e) above) but shall remain entitled to the benefit of Clause 14.4 (Indemnity to the Agent), Clause 14.5 (Indemnity to the Security Agent) and this Clause 2826 (and any agency fees for the account of the retiring Agent shall cease to accrue from (and shall be payable on) that date). Each Any successor and each of the other Parties shall have the same rights and obligations amongst themselves as they would have had if such successor had been an original Party. g) After consultation with the Borrowers Borrowers, the Required Majority Lenders may, by notice to the Agent, require it to resign in accordance with paragraph b) above. In this event, the Agent shall resign in accordance with paragraph b) above. h) The Agent shall resign in accordance with paragraph (b) above (and, to the extent applicable, shall use reasonable endeavours to appoint a successor Agent pursuant to paragraph (c) above) if on or after the date which is three (3) months before the earliest FATCA Application Date relating to any payment to the Agent under the Finance Documents, either: (i) the Agent fails to respond to a request under Clause 13.4 Xxxxxx 12.7 (FATCA Information) and the Borrowers or a Lender reasonably believes that the Agent will not be (or will have ceased to be) a FATCA Exempt Party on or after that FATCA Application Date; (ii) the information supplied by the Agent pursuant to Clause 13.4 12.7 (FATCA Information) indicates that the Agent will not be (or will have ceased to be) a FATCA Exempt Party on or after that FATCA Application Date; or (iii) the Agent notifies the Borrowers and the Lenders that the Agent will not be (or will have ceased to be) a FATCA Exempt Party on or after that FATCA Application Date; and (in each case) the Borrowers or a Lender reasonably believes that a Party will be required to make a FATCA Deduction that would not be required if the Agent were a FATCA Exempt Party, and the Borrowers or that LenderXxxxxx, by notice to the Agent, requires it to resign.

Resignation of the Agent. The Agent may resign and appoint one at any time give written notice of its affiliates as successor by giving notice resignation to the other Finance Parties Lenders and the BorrowersBorrower. Alternatively Upon receipt of any such notice of resignation, the Agent mayRequired Lenders shall have the right, upon prior written with the consent of the Borrowers (not Borrower, to appoint a successor, which shall be unreasonably withheld)a bank with an office in the United States, resign or an Affiliate of any such bank with an office in the United States provided, that such Affiliate is a “U.S. person” and a “financial institution” within the meaning of Treasury Regulations section 1.1441-1. If no such successor shall have been so appointed by giving notice to the other Finance Parties and the Borrowers in which case the Required Lenders (after consultation with the Borrowers) may appoint a successor agent. If the Required Lenders and shall have not appointed a successor agent in accordance with paragraph b) above accepted such appointment within thirty (30) days after the retiring Agent gives notice of resignation was givenits resignation, then the retiring Agent (after consultation may on behalf of the Lenders and the L/C Issuer and with the Borrowers) may consent of the Borrower, appoint a successor agent. The retiring Agent shallmeeting the qualifications set forth above; provided, at that, if the Agent shall notify the Borrower and the Lenders that no qualifying Person has accepted such appointment within thirty (30) days after the resigning Agent gives notice of its own costresignation, make available to the successor agent then such documents resignation shall nonetheless become effective in accordance with such notice and records and provide such assistance as the successor agent may reasonably request for the purposes of performing its functions as agent under the Finance Documents. The Agent’s resignation notice shall only take effect upon appointment of a successor. Upon the appointment of a successor, (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 further obligation in respect Collateral held by the Agent on behalf of the Finance Documents but Lenders or the L/C Issuer under any of the Loan Documents, the retiring Agent shall remain entitled continue to hold such collateral security until such time as a successor Agent is appointed) and (2) except for any indemnity payments or other amounts then owed to the benefit of this Clause 28. Each successor retiring or removed Agent, all payments, communications and determinations provided to be made by, to or through the Agent shall instead be made by or to each of Lender and the other Parties shall have the same rights and obligations amongst themselves L/C Issuer directly, until such time as they would have had if such successor had been an original Party. After consultation with the Borrowers the Required Lenders may, by notice to the Agent, require it to resign in accordance with paragraph b) above. In this event, the Agent shall resign in accordance with paragraph b) above. The Agent shall resign in accordance with paragraph (b) above (and, to the extent applicable, shall use reasonable endeavours to appoint a successor Agent pursuant to paragraph (c) above) if on or after as provided for above in this Section. Upon the date which is three months before the earliest FATCA Application Date relating to any payment to acceptance of a successor’s appointment as the 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 Finance 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 163 predecessor unless otherwise agreed between the Borrower and such successor. After the retiring Agent’s resignation hereunder and under the other Loan Documents, either: the provisions of this Article and Section 10.04 shall continue in effect for the benefit of such retiring Agent, its sub-agents and their respective Related Parties in respect of any actions taken or omitted to be taken by any of them while the retiring Agent was acting as the Agent fails to respond to a request under Clause 13.4 (FATCA Information) and a Lender reasonably believes that the Agent will not be (or will have ceased to be) a FATCA Exempt Party on or after that FATCA Application Date; the information supplied hereunder. Any resignation by Bank of America as the Agent pursuant to Clause 13.4 (FATCA Information) indicates that this Section shall also constitute its resignation as Swing Line Lender and the resignation of Bank of America as L/C Issuer. Upon the acceptance of a successor’s appointment as the Agent will not hereunder, (a) such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring L/C Issuer and Swing Line Lender, (b) the retiring L/C Issuer and Swing Line Lender shall be (discharged from all of their respective duties and obligations hereunder or will have ceased to be) a FATCA Exempt Party on or after that FATCA Application Date; or under the Agent notifies the Borrowers and the Lenders that the Agent will not be (or will have ceased to be) a FATCA Exempt Party on or after that FATCA Application Date; other Loan Documents, and (c) the successor L/C Issuer shall issue letters of credit in each case) a Lender reasonably believes that a Party will be required to substitution for the Letters of Credit, if any, outstanding at the time of such succession or make a FATCA Deduction that would not be required if the Agent were a FATCA Exempt Party, and that Lender, by notice other arrangements satisfactory to the Agent, requires it retiring L/C Issuer to resigneffectively assume the obligations of the retiring L/C Issuer with respect to such Letters of Credit.

Resignation of the Agent. The Agent may resign and appoint one of its affiliates as successor by giving notice to the other Finance Parties and the Borrowers. Alternatively the Agent may, upon prior written consent and at the request of the Borrowers (not to be unreasonably withheld), resign by giving notice to the other Finance Parties and the Borrowers in which case the Required Lenders (after consultation with shall, resign as the Borrowers) may appoint a successor agent. If the Required Lenders have not appointed a successor agent in accordance with paragraph b) above within Agent upon thirty (30) days after notice to the Lenders. If the Agent resigns under this Agreement, the Required Lenders shall appoint from among the Lenders a successor administrative agent for the Lenders which successor administrative agent shall be consented to by the Borrower at all times other than during the existence of an Event of Default (which approval of the Borrower shall not be unreasonably withheld or delayed). If no successor administrative agent is appointed prior to the effective date of the resignation was givenof the Agent, the Agent (may appoint, after consultation consulting with the Borrowers) may appoint Lenders and the Borrower, a successor agent. The retiring Agent shall, at its own cost, make available to administrative agent from among 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 agent under the Finance Documents. The Agent’s resignation notice shall only take effect upon appointment of a successorLenders. Upon the acceptance of its appointment as successor administrative agent hereunder, such successor administrative agent shall succeed to all the rights, powers, and duties of a successor, the retiring Agent and the term "Agent" shall mean such successor administrative agent and the retiring Agent's appointment, powers, and duties as the Agent shall be discharged from any further obligation in respect of the Finance Documents but shall remain entitled to the benefit of this Clause 28. Each successor and each of the other Parties shall have the same rights and obligations amongst themselves as they would have had if such successor had been an original Partyterminated. After consultation with the Borrowers the Required Lenders may, by notice to any retiring Agent's resignation hereunder as the Agent, require the provisions of this Article 13, Section 14.1, and Section 14.2 shall inure to its benefit as to any actions taken or omitted to be taken by it to resign in accordance with paragraph b) above. In this event, while it was the Agent shall resign in accordance with paragraph b) aboveunder this Agreement. The If no successor administrative agent has accepted appointment as the Agent shall resign in accordance with paragraph (b) above (and, to the extent applicable, shall use reasonable endeavours to appoint a successor Agent pursuant to paragraph (c) above) if on or after by the date which is three months before thirty (30) days following a retiring Agent's notice of resignation, the earliest FATCA Application Date relating to any payment to the Agent under the Finance Documents, either: the Agent fails to respond to a request under Clause 13.4 (FATCA Information) and a Lender reasonably believes that the Agent will not be (or will have ceased to be) a FATCA Exempt Party on or after that FATCA Application Date; the information supplied by the Agent pursuant to Clause 13.4 (FATCA Information) indicates that the Agent will not be (or will have ceased to be) a FATCA Exempt Party on or after that FATCA Application Date; or the Agent notifies the Borrowers retiring Agent's resignation shall nevertheless thereupon become effective and the Lenders that shall perform all of the duties of the Agent will not be (or will have ceased to be) hereunder until such time, if any, as the Required Lenders appoint a FATCA Exempt Party on or after that FATCA Application Date; and (in each case) a Lender reasonably believes that a Party will be required to make a FATCA Deduction that would not be required if the Agent were a FATCA Exempt Party, and that Lender, by notice to the Agent, requires it to resignsuccessor agent as provided for above.

Resignation of the Agent. The Subject to the appointment and acceptance of a successor Agent as provided below, the Agent may resign and appoint one of its affiliates as successor at any time by giving notice thereof to the other Finance Parties Lenders and the BorrowersBorrower. Alternatively Upon receipt of any such notice of resignation, the Agent Required Lenders may, upon prior written with the consent of the Borrowers Borrower (which consent shall not to be unreasonably withheld), resign appoint any Eligible Assignee as the successor Agent. If no successor Agent is so appointed by giving notice to the other Finance Parties and the Borrowers in which case the Required Lenders (and accepts such appointment within 30 days after consultation the resigning Agent's giving of notice of resignation, then the resigning Agent may, on behalf of the Lenders and with the Borrowers) may consent of the Borrower (which consent shall not be unreasonably withheld), appoint a successor agent. If the Required Lenders have not appointed a successor agent in accordance with paragraph b) above within thirty (30) days after notice of resignation was given, the Agent (after consultation with the Borrowers) may appoint a successor agent. The retiring Agent shall, at its own cost, make available to the successor agent such documents and records and provide such assistance any Eligible Assignee as the successor agent may reasonably request for Agent. Effective on the purposes acceptance by any Person of performing its functions appointment as agent under a successor Agent, such Person shall succeed to and become vested with all the Finance Documents. The Agent’s resignation notice shall only take effect upon appointment rights, powers, privileges, duties and obligations of a successor. Upon the appointment of a successor, resigning Agent and the retiring resigning Agent shall be discharged from its duties and obligations as Agent under the Loan Documents. After any further obligation resigning Agent's resignation as Agent, the provisions of this Article IX shall continue in effect for its benefit in respect of any actions taken or omitted to be taken by it while it was acting as the Finance Documents but shall remain entitled to the benefit of this Clause 28Agent. Each successor and each of the other Parties shall have the same rights and obligations amongst themselves as they would have had if such successor had been an original Party. After consultation with the Borrowers the Required Lenders mayThe Lenders, by notice to the Agent, require it to resign in accordance with paragraph b) above. In this event, the Agent shall resign in accordance with paragraph b) above. The Agent shall resign in accordance with paragraph (b) above (and, to the extent applicable, shall use reasonable endeavours to appoint a successor Agent pursuant to paragraph (c) above) if on or after the date which is three months before the earliest FATCA Application Date relating to any payment to the Agent under the Finance Documents, either: the Agent fails to respond to a request under Clause 13.4 (FATCA Information) and a Lender reasonably believes that the Agent will not be (or will have ceased to be) a FATCA Exempt Party on or after that FATCA Application Date; the information supplied by the Agent pursuant to Clause 13.4 (FATCA Information) indicates that the Agent will not be (or will have ceased to be) a FATCA Exempt Party on or after that FATCA Application Date; or the Agent notifies the Borrowers and the Lenders Borrower agree that the Agent will not be (or will have ceased to bei) a FATCA Exempt Party on or after that FATCA Application Date; and (in each case) a Lender reasonably believes that a Party will be required to make a FATCA Deduction that would not be required if the Agent were a FATCA Exempt Partyis removed or replaced as Agent, by resignation or otherwise, under this Agreement, then the entity being removed or replaced as Agent will simultaneously resign as Revolving Agent and Collateral Agent, and that Lender, by notice (ii) no successor Agent will be appointed or accepted under this Agreement unless such party shall simultaneously be appointed or accepted as Revolving Agent and Collateral Agent and shall agree to the such simultaneous appointment or acceptance as Revolving Agent and Collateral Agent, requires it to resign.