Common use of Resignation or Removal of Agent Clause in Contracts

Resignation or Removal of Agent. (a) The Agent may at any time give notice of its resignation to the Banks and the Borrowers. Upon receipt of any such notice of resignation, the Majority Banks shall have the right, in consultation with the Borrowers, to appoint a successor, which shall be a bank with an office in the United States, or an Affiliate of any such bank with an office in the United States. If no such successor shall have been so appointed by the Majority Banks and shall have accepted such appointment within 60 days after the retiring Agent gives notice of its resignation (such 60-day period, the “Bank Appointment Period”), then the retiring Agent may on behalf of the Banks, appoint a successor Agent meeting the qualifications set forth above. In addition and without any obligation on the part of the retiring Agent to appoint, on behalf of the Banks, a successor Agent, the retiring Agent may at any time upon or after the end of the Bank Appointment Period notify the Borrowers and the Banks that no qualifying Person has accepted appointment as successor Agent and the effective date of such retiring Agent’s resignation which effective date shall be no earlier than three business days after the date of such notice. Upon the resignation effective date established in such notice and regardless of whether a successor Agent has been appointed and accepted such appointment, the retiring Agent’s resignation shall nonetheless become effective and (i) the retiring Agent shall be discharged from its duties and obligations as Agent hereunder and (ii) all payments, communications and determinations provided to be made by, to or through the Agent shall instead be made by or to each Bank directly, until such time as the Majority Banks appoint a successor Agent as provided for above in this clause (a). (b) If the Person serving as Agent is a Defaulting Bank pursuant to clause (iv) of the definition thereof (such Person, a “Defaulting Agent”), the Majority Banks may, by notice in writing to the Borrowers and such Defaulting Agent, remove such Defaulting Agent as Agent and, in consultation with the Borrowers, 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. Such Defaulting Agent’s removal shall become effective upon the earlier of (x) the date that a qualifying Person shall have been so appointed by the Majority Banks and shall have accepted such appointment and (y) 30 days after the delivery of the removal notice in writing to the Borrowers and such Defaulting Agent (such date, the “Removal Effective Date”). Upon the Removal Effective Date and regardless of whether a successor Agent has been appointed and accepted such appointment, the removal of such Defaulting Agent shall become effective and (i) such Defaulting Agent shall be discharged from its duties and obligations as Agent hereunder and (ii) all payments, communications and determinations provided to be made by, to or through the Agent shall instead be made by or to each Bank directly, until such time as the Majority Banks appoint a successor Agent as provided for above in this clause (b). (c) Upon the acceptance of a successor’s appointment as Agent hereunder, such successor shall succeed to and become vested with all of the rights, powers, privileges and duties as Agent of the retiring (or retired) or removed Agent, and the retiring or removed Agent shall be discharged from all of its duties and obligations as Agent hereunder (if not already discharged therefrom as provided above in this Section 7.06). The fees payable by the Borrowers to a successor Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Borrowers and such successor. After the retiring or removed Agent’s resignation or removal hereunder, or any retiring Local Currency Agent’s resignation or removal under the Local Currency Addendum, or any retiring Japan Local Currency Agent’s resignation or removal under the Japan Local Currency Addendum, the provisions of this Article VII and Section 8.04 shall continue in effect for the benefit of such retiring or removed Agent, Local Currency Agent or Japan Local Currency Agent, its sub‑agents and their respective Related Parties in respect of any actions taken or omitted to be taken by any of them while the retiring or removed Agent was acting as Agent, the retiring Local Currency Agent was acting as Local Currency Agent or the retiring Japan Local Currency Agent was acting as Japan Local Currency Agent.

Resignation or Removal of Agent. (a) The Subject to the appointment and acceptance of a successor Agent as provided below, Agent may resign at any time give by giving notice of its resignation thereof to the Banks Lenders and Borrower, and Agent may be removed at any time with or without cause by the BorrowersMajority Lenders; PROVIDED, that Agent shall continue as Agent until such time as any successor shall have accepted appointment as Agent hereunder. Upon receipt of any such notice of resignationresignation or removal, (i) the Majority Banks Lenders without the consent of Borrower shall have the right, in consultation with the Borrowers, right to appoint a successor, successor Agent so long as such successor Agent is also a Lender at the time of such appointment and (ii) the Majority Lenders shall have the right to appoint a successor Agent that is not a Lender at the time of such appointment so long as Borrower consents to such appointment (which consent shall not be a bank with an office in the United States, or an Affiliate of any such bank with an office in the United Statesunreasonably withheld). If no such successor Agent shall have been so appointed by the Majority Banks Lenders and shall have accepted such appointment within 60 30 days after the retiring Agent gives Agent's giving of notice of its resignation (such 60-day period, or the “Bank Appointment Period”)Majority Lenders' removal of the retiring Agent, then the retiring Agent may on behalf of the Banks, appoint a successor Agent meeting the qualifications set forth above. In addition and without any obligation on the part of the retiring Agent to appointmay, on behalf of the BanksLenders, appoint a successor Agent. Any successor Agent shall be a bank which has an office in the United States and a combined capital and surplus of at least $250,000,000. Upon the acceptance of any appointment as Agent hereunder by a successor Agent, such successor Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring Agent may at any time upon or after the end of the Bank Appointment Period notify the Borrowers and the Banks that no qualifying Person has accepted appointment as successor Agent and the effective date of such retiring Agent’s resignation which effective date shall be no earlier than three business days after the date of such notice. Upon the resignation effective date established in such notice and regardless of whether a successor Agent has been appointed and accepted such appointment, the retiring Agent’s resignation shall nonetheless become effective and (i) the retiring Agent shall be discharged from its duties and obligations as Agent hereunder and (ii) all payments, communications and determinations provided to be made by, to or through the Agent shall instead be made by or to each Bank directly, until such time as the Majority Banks appoint a successor Agent as provided for above in this clause (a). (b) If the Person serving as Agent is a Defaulting Bank pursuant to clause (iv) of the definition thereof (such Person, a “Defaulting Agent”), the Majority Banks may, by notice in writing to the Borrowers and such Defaulting Agent, remove such Defaulting Agent as Agent and, in consultation with the Borrowers, appoint a successor, which shall be a bank with an office in the United States, or an Affiliate of under any such bank with an office in the United Statesother Loan Documents. Such Defaulting Agent’s removal shall become effective upon the earlier of (x) the date that a qualifying Person shall have been so appointed by the Majority Banks and shall have accepted such appointment and (y) 30 days after the delivery of the removal notice in writing to the Borrowers and such Defaulting Agent (such date, the “Removal Effective Date”). Upon the Removal Effective Date and regardless of whether a successor Agent has been appointed and accepted such appointment, the removal of such Defaulting Agent shall become effective and (i) such Defaulting Agent shall be discharged from its duties and obligations as Agent hereunder and (ii) all payments, communications and determinations provided to be made by, to or through the Agent shall instead be made by or to each Bank directly, until such time as the Majority Banks appoint a successor Agent as provided for above in this clause (b). (c) Upon the acceptance of a successor’s appointment as Agent hereunder, such successor shall succeed to and become vested with all of the rights, powers, privileges and duties as Agent of the retiring (or retired) or removed Agent, and the retiring or removed Agent shall be discharged from all of its duties and obligations as Agent hereunder (if not already discharged therefrom as provided above in this Section 7.06). The fees payable by the Borrowers to a successor Agent shall be the same as those payable promptly specify by notice to Borrower its predecessor unless otherwise agreed between the Borrowers Principal Office referred to in SECTION 3.1 and such successorSECTION 4 hereof. After the any retiring or removed Agent’s 's resignation or removal hereunder, or any retiring Local Currency hereunder as Agent’s resignation or removal under the Local Currency Addendum, or any retiring Japan Local Currency Agent’s resignation or removal under the Japan Local Currency Addendum, the provisions of this Article VII and Section 8.04 SECTION 10 shall continue in effect for the its benefit of such retiring or removed Agent, Local Currency Agent or Japan Local Currency Agent, its sub‑agents and their respective Related Parties in respect of any actions taken or omitted to be taken by any of them it while the retiring or removed Agent it was acting as Agent, the retiring Local Currency Agent was acting as Local Currency Agent or the retiring Japan Local Currency Agent was acting as Japan Local Currency Agent.

Resignation or Removal of Agent. (a) The Subject to the appointment and acceptance of a successor Agent as provided below, the Agent may resign at any time give by giving written notice of its resignation thereof to the Banks Banks, Borrower and each Guarantor, and the BorrowersAgent may be removed at any time with or without cause by the Required Banks; provided that, Borrower, each Guarantor and the other Banks shall be promptly notified thereof. Upon receipt of any such notice of resignationresignation or removal, the Majority Required Banks shall have the right, in consultation with the Borrowers, right to appoint a successorsuccessor Agent, which which, unless an Event of Default shall have occurred and be continuing, shall be a bank with an office in the United States, or an Affiliate of any such bank with an office in the United Statesreasonably acceptable to Borrower. If no such successor Agent shall have been so appointed by the Majority Required Banks and shall have accepted such appointment within 60 thirty (30) days after the retiring Agent gives Agent's giving of notice of its resignation (such 60-day period, or the “Bank Appointment Period”)Required Banks' removal of the retiring Agent, then the retiring Agent may may, on behalf of the Banks, appoint a successor Agent meeting the qualifications set forth aboveAgent, which shall be a bank which has an office in New York, New York and assets in an amount not less than One Billion ($1,000,000,000) Dollars, which, unless an Event of Default shall have occurred and be continuing, shall be reasonably acceptable to Borrower. In addition and without any obligation on the part of The Required Banks or the retiring Agent, as the case may be, shall upon the appointment of a successor Agent to appoint, on behalf promptly so notify Borrower and the other Banks. Upon the acceptance of the Banks, any appointment as Agent hereunder by a successor Agent, the retiring Agent may at any time upon or after the end of the Bank Appointment Period notify the Borrowers and the Banks that no qualifying Person has accepted appointment as such successor Agent shall thereupon succeed to and become vested with all the effective date rights, powers, privileges and duties of such retiring Agent’s resignation which effective date shall be no earlier than three business days after the date of such notice. Upon the resignation effective date established in such notice and regardless of whether a successor Agent has been appointed and accepted such appointment, the retiring Agent’s resignation shall nonetheless become effective , and (i) the retiring Agent shall be discharged from its duties and obligations as Agent hereunder and (ii) all payments, communications and determinations provided to be made by, to or through the Agent shall instead be made by or to each Bank directly, until such time as the Majority Banks appoint a successor Agent as provided for above in this clause (a). (b) If the Person serving as Agent is a Defaulting Bank pursuant to clause (iv) of the definition thereof (such Person, a “Defaulting Agent”), the Majority Banks may, by notice in writing to the Borrowers and such Defaulting Agent, remove such Defaulting Agent as Agent and, in consultation with the Borrowers, 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. Such Defaulting Agent’s removal shall become effective upon the earlier of (x) the date that a qualifying Person shall have been so appointed by the Majority Banks and shall have accepted such appointment and (y) 30 days after the delivery of the removal notice in writing to the Borrowers and such Defaulting Agent (such date, the “Removal Effective Date”). Upon the Removal Effective Date and regardless of whether a successor Agent has been appointed and accepted such appointment, the removal of such Defaulting Agent shall become effective and (i) such Defaulting Agent shall be discharged from its duties and obligations as Agent hereunder and (ii) all payments, communications and determinations provided to be made by, to or through the Agent shall instead be made by or to each Bank directly, until such time as the Majority Banks appoint a successor Agent as provided for above in this clause (b). (c) Upon the acceptance of a successor’s appointment as Agent hereunder, such successor shall succeed to and become vested with all of the rights, powers, privileges and duties as Agent of the retiring (or retired) or removed Agent, and the retiring or removed Agent shall be discharged from all of its duties and obligations as Agent hereunder (if not already discharged therefrom as provided above in this Section 7.06). The fees payable by the Borrowers to a successor Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Borrowers and such successor. After the any retiring or removed Agent’s 's resignation or removal hereunder, or any retiring Local Currency hereunder as Agent’s resignation or removal under the Local Currency Addendum, or any retiring Japan Local Currency Agent’s resignation or removal under the Japan Local Currency Addendum, the provisions of this Article VII and Section 8.04 XII shall continue in effect for the its benefit of such retiring or removed Agent, Local Currency Agent or Japan Local Currency Agent, its sub‑agents and their respective Related Parties in respect of any actions taken or omitted to be taken by any of them it while the retiring or removed Agent it was acting as Agent, the retiring Local Currency Agent was acting as Local Currency Agent or the retiring Japan Local Currency Agent was acting as Japan Local Currency Agent.

Resignation or Removal of Agent. (a) The Subject to the appointment and acceptance of a successor Agent as provided below, the Agent may resign at any time give by giving notice of its resignation thereof to the Banks and the BorrowersBorrower and the Agent may be removed at any time with or without cause by the Required Banks. Upon receipt of any such notice of resignationresignation or removal, the Majority Required Banks shall have the right, in consultation with the Borrowers, right to appoint a successorsuccessor Agent, subject to the approval of the Borrower, which approval shall not be unreasonably withheld or delayed; provided, however, that no such approval of the Borrower shall be required if (i) the successor is a bank with an office Bank or (ii) a Default or Event of Default is in the United States, or an Affiliate of any such bank with an office in the United Statesexistence. If no such successor Agent shall have been so appointed by the Majority Required Banks and shall have accepted such appointment within 60 30 days after the retiring Agent gives Agent's notice of its resignation (such 60-day period, or the “Bank Appointment Period”)Required Banks' removal of the retiring Agent, then the retiring Agent may may, on behalf of the Banks, appoint a successor Agent meeting Agent, subject to the qualifications set forth above. In addition and without any obligation on the part approval of the retiring Agent to appointBorrower, on behalf which approval shall not be unreasonably withheld or delayed; provided, however, that no such approval of the Banks, Borrower shall be required if (i) the successor is a Bank or (ii) a Default or Event of Default is in existence. Any successor Agent shall be a bank which has a combined capital and surplus of at least $500,000,000. Upon the acceptance of any appointment as Agent hereunder by a successor Agent, the retiring Agent may at any time upon or after the end of the Bank Appointment Period notify the Borrowers and the Banks that no qualifying Person has accepted appointment as such successor Agent shall thereupon succeed to and become vested with all the effective date rights, powers, privileges and duties of such retiring Agent’s resignation which effective date shall be no earlier than three business days after the date of such notice. Upon the resignation effective date established in such notice and regardless of whether a successor Agent has been appointed and accepted such appointment, the retiring Agent’s resignation shall nonetheless become effective , and (i) the retiring Agent shall be discharged from its duties and obligations as Agent hereunder and (ii) all payments, communications and determinations provided to be made by, to or through the Agent shall instead be made by or to each Bank directly, until such time as the Majority Banks appoint a successor Agent as provided for above in this clause (a). (b) If the Person serving as Agent is a Defaulting Bank pursuant to clause (iv) of the definition thereof (such Person, a “Defaulting Agent”), the Majority Banks may, by notice in writing to the Borrowers and such Defaulting Agent, remove such Defaulting Agent as Agent and, in consultation with the Borrowers, 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. Such Defaulting Agent’s removal shall become effective upon the earlier of (x) the date that a qualifying Person shall have been so appointed by the Majority Banks and shall have accepted such appointment and (y) 30 days after the delivery of the removal notice in writing to the Borrowers and such Defaulting Agent (such date, the “Removal Effective Date”). Upon the Removal Effective Date and regardless of whether a successor Agent has been appointed and accepted such appointment, the removal of such Defaulting Agent shall become effective and (i) such Defaulting Agent shall be discharged from its duties and obligations as Agent hereunder and (ii) all payments, communications and determinations provided to be made by, to or through the Agent shall instead be made by or to each Bank directly, until such time as the Majority Banks appoint a successor Agent as provided for above in this clause (b). (c) Upon the acceptance of a successor’s appointment as Agent hereunder, such successor shall succeed to and become vested with all of the rights, powers, privileges and duties as Agent of the retiring (or retired) or removed Agent, and the retiring or removed Agent shall be discharged from all of its duties and obligations as Agent hereunder (if not already discharged therefrom as provided above in this Section 7.06). The fees payable by the Borrowers to a successor Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Borrowers and such successor. After the any retiring or removed Agent’s 's resignation or removal hereunder, or any retiring Local Currency hereunder as Agent’s resignation or removal under the Local Currency Addendum, or any retiring Japan Local Currency Agent’s resignation or removal under the Japan Local Currency Addendum, the provisions of this Article VII and Section 8.04 shall continue in effect for the its benefit of such retiring or removed Agent, Local Currency Agent or Japan Local Currency Agent, its sub‑agents and their respective Related Parties in respect of any actions taken or omitted to be taken by any of them it while the retiring or removed Agent it was acting as Agent, the retiring Local Currency Agent was acting as Local Currency Agent or the retiring Japan Local Currency Agent was acting as Japan Local Currency Agenthereunder.

Resignation or Removal of Agent. (a) The Subject to the appointment and acceptance of a successor Agent as provided below, Agent may resign at any time give by giving notice of its resignation thereof to the Banks Lenders and Borrower, and Agent may be removed at any time with or without cause by the BorrowersMajority Lenders; provided, that Agent shall continue as Agent until such time as any successor shall have accepted appointment as Agent hereunder. Upon receipt of any such notice of resignationresignation or removal, (i) the Majority Banks Lenders without the consent of Borrower shall have the right, in consultation with the Borrowers, right to appoint a successor, successor Agent so long as such successor Agent is also a Lender at the time of such appointment and (ii) the Majority Lenders shall have the right to appoint a successor Agent that is not a Lender at the time of such appointment so long as Borrower consents to such appointment (which consent shall not be a bank with an office in the United States, or an Affiliate of any such bank with an office in the United Statesunreasonably withheld). If no such successor Agent shall have been so appointed by the Majority Banks Lenders and shall have accepted such appointment within 60 30 days after the retiring Agent gives Agent's giving of notice of its resignation (such 60-day period, or the “Bank Appointment Period”)Majority Lenders' removal of the retiring Agent, then the retiring Agent may on behalf of the Banks, appoint a successor Agent meeting the qualifications set forth above. In addition and without any obligation on the part of the retiring Agent to appointmay, on behalf of the BanksLenders, appoint a successor Agent. Any successor Agent shall be a bank which has an office in the United States and a combined capital and surplus of at least $250,000,000. Upon the acceptance of any appointment as Agent hereunder by a successor Agent, such successor Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring Agent may at any time upon or after the end of the Bank Appointment Period notify the Borrowers and the Banks that no qualifying Person has accepted appointment as successor Agent and the effective date of such retiring Agent’s resignation which effective date shall be no earlier than three business days after the date of such notice. Upon the resignation effective date established in such notice and regardless of whether a successor Agent has been appointed and accepted such appointment, the retiring Agent’s resignation shall nonetheless become effective and (i) the retiring Agent shall be discharged from its duties and obligations as Agent hereunder and (ii) all payments, communications and determinations provided to be made by, to or through the Agent shall instead be made by or to each Bank directly, until such time as the Majority Banks appoint a successor Agent as provided for above in this clause (a). (b) If the Person serving as Agent is a Defaulting Bank pursuant to clause (iv) of the definition thereof (such Person, a “Defaulting Agent”), the Majority Banks may, by notice in writing to the Borrowers and such Defaulting Agent, remove such Defaulting Agent as Agent and, in consultation with the Borrowers, appoint a successor, which shall be a bank with an office in the United States, or an Affiliate of under any such bank with an office in the United Statesother Loan Documents. Such Defaulting Agent’s removal shall become effective upon the earlier of (x) the date that a qualifying Person shall have been so appointed by the Majority Banks and shall have accepted such appointment and (y) 30 days after the delivery of the removal notice in writing to the Borrowers and such Defaulting Agent (such date, the “Removal Effective Date”). Upon the Removal Effective Date and regardless of whether a successor Agent has been appointed and accepted such appointment, the removal of such Defaulting Agent shall become effective and (i) such Defaulting Agent shall be discharged from its duties and obligations as Agent hereunder and (ii) all payments, communications and determinations provided to be made by, to or through the Agent shall instead be made by or to each Bank directly, until such time as the Majority Banks appoint a successor Agent as provided for above in this clause (b). (c) Upon the acceptance of a successor’s appointment as Agent hereunder, such successor shall succeed to and become vested with all of the rights, powers, privileges and duties as Agent of the retiring (or retired) or removed Agent, and the retiring or removed Agent shall be discharged from all of its duties and obligations as Agent hereunder (if not already discharged therefrom as provided above in this Section 7.06). The fees payable by the Borrowers to a successor Agent shall be the same as those payable promptly specify by notice to Borrower its predecessor unless otherwise agreed between the Borrowers Principal Office referred to in Section 3.1 and such successorSection 4 hereof. After the any retiring or removed Agent’s 's resignation or removal hereunder, or any retiring Local Currency hereunder as Agent’s resignation or removal under the Local Currency Addendum, or any retiring Japan Local Currency Agent’s resignation or removal under the Japan Local Currency Addendum, the provisions of this Article VII and Section 8.04 10 shall continue in effect for the its benefit of such retiring or removed Agent, Local Currency Agent or Japan Local Currency Agent, its sub‑agents and their respective Related Parties in respect of any actions taken or omitted to be taken by any of them it while the retiring or removed Agent it was acting as Agent, the retiring Local Currency Agent was acting as Local Currency Agent or the retiring Japan Local Currency Agent was acting as Japan Local Currency Agent.

Resignation or Removal of Agent. (a) The Agent may at any time give notice of its resignation to the Banks and the Borrowers. Upon receipt of any such notice of resignation, the Majority Banks shall have the right, in consultation with the Borrowers, to appoint a successor, which shall be a bank with an office in the United States, or an Affiliate of any such bank with an office in the United States. If no such successor shall have been so appointed by the Majority Banks and shall have accepted such appointment within 60 days after the retiring Agent gives notice of its resignation (such 60-day period, the “Bank Appointment Period”), then the retiring Agent may on behalf of the Banks, appoint a successor Agent meeting the qualifications set forth above. In addition and without any obligation on the part of the retiring Agent to appoint, on behalf of the Banks, a successor Agent, the retiring Agent may at any time upon or after the end of the Bank Appointment Period notify the Borrowers and the Banks that no qualifying Person has accepted appointment as successor Agent and the effective date of such retiring Agent’s resignation which effective date shall be no earlier than three business days after the date of such notice. Upon the resignation effective date established in such notice and regardless of whether a successor Agent has been appointed and accepted such appointment, the retiring Agent’s resignation shall nonetheless become effective and (i) the retiring Agent shall be discharged from its duties and obligations as Agent hereunder and (ii) all payments, communications and determinations provided to be made by, to or through the Agent shall instead be made by or to each Bank directly, until such time as the Majority Banks appoint a successor Agent as provided for above in this clause (a). (b) If the Person serving as Agent is a Defaulting Bank pursuant to clause (iv) of the definition thereof (such Person, a “Defaulting Agent”), the Majority Banks may, by notice in writing to the Borrowers and such Defaulting Agent, remove such Defaulting Agent as Agent and, in consultation with the Borrowers, 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. Such Defaulting Agent’s removal shall become effective upon the earlier of (x) the date that a qualifying Person shall have been so appointed by the Majority Banks and shall have accepted such appointment and (y) 30 days after the delivery of the removal notice in writing to the Borrowers and such Defaulting Agent (such date, the “Removal Effective Date”). Upon the Removal Effective Date and regardless of whether a successor Agent has been appointed and accepted such appointment, the removal of such Defaulting Agent shall become effective and (i) such Defaulting Agent shall be discharged from its duties and obligations as Agent hereunder and (ii) all payments, communications and determinations provided to be made by, to or through the Agent shall instead be made by or to each Bank directly, until such time as the Majority Banks appoint a successor Agent as provided for above in this clause (b). (c) Upon the acceptance of a successor’s appointment as Agent hereunder, such successor shall succeed to and become vested with all of the rights, powers, privileges and duties as Agent of the retiring (or retired) or removed Agent, and the retiring or removed Agent shall be discharged from all of its duties and obligations as Agent hereunder (if not already discharged therefrom as provided above in this Section 7.06). The fees payable by the Borrowers to a successor Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Borrowers and such successor. After the retiring or removed Agent’s resignation or removal hereunder, or any retiring Local Currency Agent’s resignation or removal under the Local Currency Addendum, or any retiring Japan Local Currency Agent’s resignation or removal under the Japan Local Currency Addendum, the provisions of this Article VII and Section 8.04 shall continue in effect for the benefit of such retiring or removed Agent, Local Currency Agent or Japan Local Currency Agent, its sub‑agents sub-agents and their respective Related Parties in respect of any actions taken or omitted to be taken by any of them while the retiring or removed Agent was acting as Agent, the retiring Local Currency Agent was acting as Local Currency Agent or the retiring Japan Local Currency Agent was acting as Japan Local Currency Agent.

Resignation or Removal of Agent. (a) The Subject to the provisions of this paragraph, the Agent may resign at any time give by giving notice of its resignation thereof to the Banks Lenders and the BorrowersBorrower, and the Agent may be removed at any time with or without cause by the Required Lenders. Upon receipt of any such notice of resignationresignation or removal, the Majority Banks Required Lenders shall have the right, in consultation with the Borrowers, right to appoint a successor, which shall be a bank with an office in successor Agent reasonably acceptable to the United States, or an Affiliate of any such bank with an office in the United StatesBorrower. If no such successor Agent shall have been so appointed by the Majority Banks Required Lenders and shall have accepted such appointment within 60 30 days after the retiring Agent gives Agent’s giving of notice of its resignation (such 60-day period, or the “Bank Appointment Period”)Required Lenders’ removal of the retiring Agent, then the retiring Agent may on behalf of the Banks, appoint a successor Agent meeting the qualifications set forth above. In addition and without any obligation on the part of the retiring Agent to appointmay, on behalf of the BanksLenders, appoint a successor Agent, the retiring Agent may at but in any time upon or after the end of the Bank Appointment Period notify the Borrowers and the Banks that no qualifying Person has accepted appointment as successor Agent and the effective date of such retiring Agent’s resignation which effective date shall be no earlier than three business days after the date of such notice. Upon the resignation effective date established in such notice and regardless of whether a successor Agent has been appointed and accepted such appointment, the retiring Agent’s resignation shall nonetheless become effective and (i) the retiring Agent event shall be discharged from its duties and obligations as Agent hereunder and (ii) all payments, communications and determinations provided to be made by, to or through the Agent shall instead be made by or to each Bank directly, until such time as the Majority Banks appoint a hereunder. Any successor Agent as provided for above in this clause (a). (b) If the Person serving as Agent is a Defaulting Bank pursuant to clause (iv) of the definition thereof (such Person, a “Defaulting Agent”), the Majority Banks may, by notice in writing to the Borrowers and such Defaulting Agent, remove such Defaulting Agent as Agent and, in consultation with the Borrowers, 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. Such Defaulting Agent’s removal shall become effective upon the earlier of (x) the date that a qualifying Person shall have been so appointed by the Majority Banks and shall have accepted such appointment and (y) 30 days after the delivery of the removal notice in writing to the Borrowers and such Defaulting Agent (such date, the “Removal Effective Date”). Upon the Removal Effective Date and regardless of whether a successor Agent has been appointed and accepted such appointment, the removal of such Defaulting Agent shall become effective and (i) such Defaulting Agent shall be discharged from its duties and obligations as Agent hereunder and (ii) all payments, communications and determinations provided to be made by, to or through the Agent shall instead be made by or to each Bank directly, until such time as the Majority Banks appoint a successor Agent as provided for above in this clause (b). (c) an Eligible Assignee. Upon the acceptance of a successor’s any appointment as Agent hereunderhereunder by a successor Agent, such successor Agent shall thereupon succeed to and become vested with all of the rights, powers, privileges and duties as Agent of the retiring (or retired) or removed Agent, and the retiring or removed Agent shall be discharged from all of its duties and obligations as Agent hereunder (if not already discharged therefrom as provided above in this Section 7.06). The fees payable by the Borrowers to a Such successor Agent shall be promptly specify by notice to the same as those payable to Borrower and the Lenders its predecessor unless otherwise agreed between office for the Borrowers purpose of any notices and such successorpayments hereunder. After the any retiring or removed Agent’s resignation or removal hereunder, or any retiring Local Currency hereunder as Agent’s resignation or removal under the Local Currency Addendum, or any retiring Japan Local Currency Agent’s resignation or removal under the Japan Local Currency Addendum, the provisions of this Article VII and Section 8.04 9 shall continue in effect for the its benefit of such retiring or removed Agent, Local Currency Agent or Japan Local Currency Agent, its sub‑agents and their respective Related Parties in respect of any actions taken or omitted to be taken by any of them it while the retiring or removed Agent it was acting as Agent, the retiring Local Currency Agent was acting as Local Currency Agent or the retiring Japan Local Currency Agent was acting as Japan Local Currency Agent.

Resignation or Removal of Agent. (a) The Agent may at any time give notice of its resignation to the Banks and the Borrowers. Upon receipt of any such notice of resignation, the Majority Banks shall have the right, in consultation with the Borrowers, to appoint a successor, which shall be a bank with an office in the United States, or an Affiliate of any such bank with an office in the United States. If no such successor shall have been so appointed by the Majority Banks and shall have accepted such appointment within 60 days after the retiring Agent gives notice of its resignation (such 60-day period, the “Bank Appointment Period”), then the retiring Agent may on behalf of the Banks, appoint a successor Agent meeting the qualifications set forth above. In addition and without any obligation on the part of the retiring Agent to appoint, on behalf of the Banks, a successor Agent, the retiring Agent may at any time upon or after the end of the Bank Appointment Period notify the Borrowers and the Banks that no qualifying Person has accepted appointment as successor Agent and the effective date of such retiring Agent’s resignation which effective date shall be no earlier than three business days after the date of such notice. Upon the resignation effective date established in such notice and regardless of whether a successor Agent has been appointed and accepted such appointment, the retiring Agent’s resignation shall nonetheless become effective and (i) the retiring Agent shall be discharged from its duties and obligations as Agent hereunder and (ii) all payments, communications and determinations provided to be made by, to or through the Agent shall instead be made by or to each Bank directly, until such time as the Majority Banks appoint a successor Agent as provided for above in this clause (a). (b) If the Person serving as Agent is a Defaulting Bank pursuant to clause (iv) of the definition thereof (such Person, a “Defaulting Agent”), the Majority Banks may, by notice in writing to the Borrowers and such Defaulting Agent, remove such Defaulting Agent as Agent and, in consultation with the Borrowers, 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. Such Defaulting Agent’s removal shall become effective upon the earlier of (x) the date that a qualifying Person shall have been so appointed by the Majority Banks and shall have accepted such appointment and (y) 30 days after the delivery of the removal notice in writing to the Borrowers and such Defaulting Agent (such date, the “Removal Effective Date”). Upon the Removal Effective Date and regardless of whether a successor Agent has been appointed and accepted such appointment, the removal of such Defaulting Agent shall become effective and (i) such Defaulting Agent shall be discharged from its duties and obligations as Agent hereunder and (ii) all payments, communications and determinations provided to be made by, to or through the Agent shall instead be made by or to each Bank directly, until such time as the Majority Banks appoint a successor Agent as provided for above in this clause (b). (c) Upon the acceptance of a successor’s appointment as Agent hereunder, such successor shall succeed to and become vested with all of the rights, powers, privileges and duties as Agent of the retiring (or retired) or removed Agent, and the retiring or removed Agent shall be discharged from all of its duties and obligations as Agent hereunder (if not already discharged therefrom as provided above in this Section 7.06). The fees payable by the Borrowers to a successor Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Borrowers and such successor. After the retiring or removed Agent’s resignation or removal hereunder, or any retiring Local Currency Agent’s resignation or removal under the Local Currency Addendum, or any retiring Japan Local Currency Agent’s resignation or removal under the Japan Local Currency Addendum, the provisions of this Article VII and Section 8.04 shall continue in effect for the benefit of such retiring or removed Agent, Local Currency Agent or Japan Local Currency Agent, its sub‑agents and their respective Related Parties in respect of any actions taken or omitted to be taken by any of them while the retiring or removed Agent was acting as Agent, the retiring Local Currency Agent was acting as Local Currency Agent or the retiring Japan Local Currency Agent was acting as Japan Local Currency Agent.

Resignation or Removal of Agent. (a) The Subject to the appointment and acceptance of a successor Agent as provided below, Agent may resign at any time give by giving notice of its resignation thereof to the Banks Banks, and Agent may be removed at any time with or without cause by the BorrowersRequired Banks. Upon receipt of any such notice of resignationresignation or removal, the Majority Required Banks shall have the right, in consultation with the Borrowers, right to appoint a successorsuccessor Agent, which Agent shall be a bank with an office in the United States, or an Affiliate of any such bank with an office in the United Statesreasonably acceptable to Borrower. If no such successor Agent shall have been so appointed by the Majority Required Banks and shall have accepted such appointment within 60 thirty (30) days after the retiring Agent gives Agent's giving of notice of its resignation (such 60-day period, or the “Bank Appointment Period”)Required Banks' removal of the retiring Agent, then the retiring Agent may on behalf of the Banks, appoint a successor Agent meeting the qualifications set forth above. In addition and without any obligation on the part of the retiring Agent to appointmay, on behalf of the BanksBank Parties, appoint a successor Agent, the retiring Agent may at any time upon or after the end which shall be (a) a bank having a combined capital, surplus and retained earnings of the Bank Appointment Period notify the Borrowers not less than U.S. $250,000,000 and the Banks (b) shall be reasonably acceptable to Borrower; provided, however, that Borrower shall have no qualifying Person has accepted appointment as right to approve a successor Agent which is a Bank if an Event of Default has occurred and the effective date of such retiring Agent’s resignation which effective date shall be no earlier than three business days after the date of such noticeis continuing. Upon the resignation effective date established in such notice and regardless acceptance of whether any appointment as Agent hereunder by a successor Agent, such successor Agent has been appointed shall thereupon succeed to and accepted such appointmentbecome vested with all the rights, powers, privileges and duties of the retiring Agent’s resignation shall nonetheless become effective , and (i) the retiring Agent shall be discharged from its duties and obligations as Agent hereunder and (ii) all payments, communications and determinations provided to be made by, to or through the Agent shall instead be made by or to each Bank directly, until such time as the Majority Banks appoint a successor Agent as provided for above in this clause (a). (b) If the Person serving as Agent is a Defaulting Bank pursuant to clause (iv) of the definition thereof (such Person, a “Defaulting Agent”), the Majority Banks may, by notice in writing to the Borrowers and such Defaulting Agent, remove such Defaulting Agent as Agent and, in consultation with the Borrowers, 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. Such Defaulting Agent’s removal shall become effective upon the earlier of (x) the date that a qualifying Person shall have been so appointed by the Majority Banks and shall have accepted such appointment and (y) 30 days after the delivery of the removal notice in writing to the Borrowers and such Defaulting Agent (such date, the “Removal Effective Date”). Upon the Removal Effective Date and regardless of whether a successor Agent has been appointed and accepted such appointment, the removal of such Defaulting Agent shall become effective and (i) such Defaulting Agent shall be discharged from its duties and obligations as Agent hereunder and (ii) all payments, communications and determinations provided to be made by, to or through the Agent shall instead be made by or to each Bank directly, until such time as the Majority Banks appoint a successor Agent as provided for above in this clause (b). (c) Upon the acceptance of a successor’s appointment as Agent hereunder, such successor shall succeed to and become vested with all of the rights, powers, privileges and duties as Agent of the retiring (or retired) or removed Agent, and the retiring or removed Agent shall be discharged from all of its duties and obligations as Agent hereunder (if not already discharged therefrom as provided above in this Section 7.06). The fees payable by the Borrowers to a successor Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Borrowers and such successor. After the any retiring or removed Agent’s 's resignation or removal hereunder, or any retiring Local Currency hereunder as Agent’s resignation or removal under the Local Currency Addendum, or any retiring Japan Local Currency Agent’s resignation or removal under the Japan Local Currency Addendum, the provisions of this Article Section VII and Section 8.04 shall continue in effect for the its benefit of such retiring or removed Agent, Local Currency Agent or Japan Local Currency Agent, its sub‑agents and their respective Related Parties in respect of any actions taken or omitted to be taken by any of them it while the retiring or removed Agent it was acting as Agent, the retiring Local Currency Agent was acting as Local Currency Agent or the retiring Japan Local Currency Agent was acting as Japan Local Currency Agent.

Resignation or Removal of Agent. (a) The Subject to the appointment and acceptance of a successor Agent as provided below, the Agent may resign at any time give by giving written notice of its resignation thereof to the Banks Banks, Borrower and each Guarantor, and the BorrowersAgent may be removed at any time with or without cause by the Required Banks; provided that, Borrower, each Guarantor and the other Banks shall be promptly notified thereof. Upon receipt of any such notice of resignationresignation or removal, the Majority Required Banks shall have the right, in consultation with the Borrowers, right to appoint a successorsuccessor Agent, which which, unless an Event of Default shall have occurred and be continuing, shall be a bank with an office in the United States, or an Affiliate of any such bank with an office in the United Statesreasonably acceptable to Borrower. If no such successor Agent shall have been so appointed by the Majority Required Banks and shall have accepted such appointment within 60 thirty (30) days after the retiring Agent gives Agent’s giving of notice of its resignation (such 60-day period, or the “Bank Appointment Period”)Required Banks’ removal of the retiring Agent, then the retiring Agent may may, on behalf of the Banks, appoint a successor Agent meeting the qualifications set forth aboveAgent, which shall be a bank which has an office in New York, New York and assets in an amount not less than One Billion ($1,000,000,000) Dollars, which, unless an Event of Default shall have occurred and be continuing, shall be reasonably acceptable to Borrower. In addition and without any obligation on the part of The Required Banks or the retiring Agent, as the case may be, shall upon the appointment of a successor Agent to appoint, on behalf promptly so notify Borrower and the other Banks. Upon the acceptance of the Banks, any appointment as Agent hereunder by a successor Agent, the retiring Agent may at any time upon or after the end of the Bank Appointment Period notify the Borrowers and the Banks that no qualifying Person has accepted appointment as such successor Agent shall thereupon succeed to and become vested with all the effective date rights, powers, privileges and duties of such retiring Agent’s resignation which effective date shall be no earlier than three business days after the date of such notice. Upon the resignation effective date established in such notice and regardless of whether a successor Agent has been appointed and accepted such appointment, the retiring Agent’s resignation shall nonetheless become effective , and (i) the retiring Agent shall be discharged from its duties and obligations as Agent hereunder and (ii) all payments, communications and determinations provided to be made by, to or through the Agent shall instead be made by or to each Bank directly, until such time as the Majority Banks appoint a successor Agent as provided for above in this clause (a). (b) If the Person serving as Agent is a Defaulting Bank pursuant to clause (iv) of the definition thereof (such Person, a “Defaulting Agent”), the Majority Banks may, by notice in writing to the Borrowers and such Defaulting Agent, remove such Defaulting Agent as Agent and, in consultation with the Borrowers, 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. Such Defaulting Agent’s removal shall become effective upon the earlier of (x) the date that a qualifying Person shall have been so appointed by the Majority Banks and shall have accepted such appointment and (y) 30 days after the delivery of the removal notice in writing to the Borrowers and such Defaulting Agent (such date, the “Removal Effective Date”). Upon the Removal Effective Date and regardless of whether a successor Agent has been appointed and accepted such appointment, the removal of such Defaulting Agent shall become effective and (i) such Defaulting Agent shall be discharged from its duties and obligations as Agent hereunder and (ii) all payments, communications and determinations provided to be made by, to or through the Agent shall instead be made by or to each Bank directly, until such time as the Majority Banks appoint a successor Agent as provided for above in this clause (b). (c) Upon the acceptance of a successor’s appointment as Agent hereunder, such successor shall succeed to and become vested with all of the rights, powers, privileges and duties as Agent of the retiring (or retired) or removed Agent, and the retiring or removed Agent shall be discharged from all of its duties and obligations as Agent hereunder (if not already discharged therefrom as provided above in this Section 7.06). The fees payable by the Borrowers to a successor Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Borrowers and such successor. After the any retiring or removed Agent’s resignation or removal hereunder, or any retiring Local Currency hereunder as Agent’s resignation or removal under the Local Currency Addendum, or any retiring Japan Local Currency Agent’s resignation or removal under the Japan Local Currency Addendum, the provisions of this Article VII and Section 8.04 XII shall continue in effect for the its benefit of such retiring or removed Agent, Local Currency Agent or Japan Local Currency Agent, its sub‑agents and their respective Related Parties in respect of any actions taken or omitted to be taken by any of them it while the retiring or removed Agent it was acting as Agent, the retiring Local Currency Agent was acting as Local Currency Agent or the retiring Japan Local Currency Agent was acting as Japan Local Currency Agent.

Resignation or Removal of Agent. (a) The Subject to the appointment and acceptance of a successor Agent as provided below, the Agent may resign at any time give by giving written notice of its resignation thereof to the Banks Lenders and the Borrowers, and the Agent may be removed at any time with or without cause by the Required Lenders; provided that the Borrowers and the other Lenders shall be promptly notified thereof. Upon receipt of any such notice of resignationresignation or removal, the Majority Banks Required Lenders shall have the right, in consultation with the Borrowers, right to appoint a successorsuccessor Agent. If no successor Agent shall have been so appointed by the Required Lenders and shall have accepted such appointment within 30 days after the retiring Agent's giving of notice of resignation or the Required Lenders' removal of the retiring Agent, then the retiring Agent may, on behalf of the Lenders, appoint a successor Agent, which shall be a bank with an office in the United States, or an Affiliate of any such bank with which has an office in the United States. If no such successor shall have been so appointed by the Majority Banks and shall have accepted such appointment within 60 days after The Required Lenders or the retiring Agent gives notice Agent, as the case may be, shall upon the appointment of its resignation (such 60-day period, the “Bank Appointment Period”), then the retiring Agent may on behalf of the Banks, appoint a successor Agent meeting promptly so notify the qualifications set forth aboveBorrower and the other Lenders. In addition and without Upon the acceptance of any obligation on the part of the retiring appointment as Agent to appoint, on behalf of the Banks, hereunder by a successor Agent, the retiring Agent may at any time upon or after the end of the Bank Appointment Period notify the Borrowers and the Banks that no qualifying Person has accepted appointment as such successor Agent shall thereupon succeed to and become vested with all the effective date rights, powers, privileges and duties of such retiring Agent’s resignation which effective date shall be no earlier than three business days after the date of such notice. Upon the resignation effective date established in such notice and regardless of whether a successor Agent has been appointed and accepted such appointment, the retiring Agent’s resignation shall nonetheless become effective , and (i) the retiring Agent shall be discharged from its duties and obligations as Agent hereunder and (ii) all payments, communications and determinations provided to be made by, to or through the Agent shall instead be made by or to each Bank directly, until such time as the Majority Banks appoint a successor Agent as provided for above in this clause (a). (b) If the Person serving as Agent is a Defaulting Bank pursuant to clause (iv) of the definition thereof (such Person, a “Defaulting Agent”), the Majority Banks may, by notice in writing to the Borrowers and such Defaulting Agent, remove such Defaulting Agent as Agent and, in consultation with the Borrowers, 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. Such Defaulting Agent’s removal shall become effective upon the earlier of (x) the date that a qualifying Person shall have been so appointed by the Majority Banks and shall have accepted such appointment and (y) 30 days after the delivery of the removal notice in writing to the Borrowers and such Defaulting Agent (such date, the “Removal Effective Date”). Upon the Removal Effective Date and regardless of whether a successor Agent has been appointed and accepted such appointment, the removal of such Defaulting Agent shall become effective and (i) such Defaulting Agent shall be discharged from its duties and obligations as Agent hereunder and (ii) all payments, communications and determinations provided to be made by, to or through the Agent shall instead be made by or to each Bank directly, until such time as the Majority Banks appoint a successor Agent as provided for above in this clause (b). (c) Upon the acceptance of a successor’s appointment as Agent hereunder, such successor shall succeed to and become vested with all of the rights, powers, privileges and duties as Agent of the retiring (or retired) or removed Agent, and the retiring or removed Agent shall be discharged from all of its duties and obligations as Agent hereunder (if not already discharged therefrom as provided above in this Section 7.06). The fees payable by the Borrowers to a successor Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Borrowers and such successor. After the any retiring or removed Agent’s 's resignation or removal hereunder, or any retiring Local Currency hereunder as Agent’s resignation or removal under the Local Currency Addendum, or any retiring Japan Local Currency Agent’s resignation or removal under the Japan Local Currency Addendum, the provisions of this Article VII and Section 8.04 11 shall continue in effect for the its benefit of such retiring or removed Agent, Local Currency Agent or Japan Local Currency Agent, its sub‑agents and their respective Related Parties in respect of any actions taken or omitted to be taken by any of them it while the retiring or removed Agent it was acting as Agent, the retiring Local Currency Agent was acting as Local Currency Agent or the retiring Japan Local Currency Agent was acting as Japan Local Currency Agent.

Resignation or Removal of Agent. (a) The Subject to the appointment and acceptance of a successor Agent as provided below, Agent may resign at any time give by giving notice of its resignation thereof to the Banks Lenders and Borrower, and Agent may be removed at any time with or without cause by the BorrowersMajority Lenders; provided, that Agent shall continue as Agent until such time as any successor shall have accepted appointment as Agent hereunder. Upon receipt of any such notice of resignationresignation or removal, (i) the Majority Banks Lenders without the consent of Borrower shall have the right, in consultation with the Borrowers, right to appoint a successor, successor Agent so long as such successor Agent is also a Lender at the time of such appointment and (ii) the Majority Lenders shall have the right to appoint a successor Agent that is not a Lender at the time of such appointment so long as Borrower consents to such appointment (which consent shall not be a bank with an office in the United States, or an Affiliate of any such bank with an office in the United Statesunreasonably withheld). If no such successor Agent shall have been so appointed by the Majority Banks Lenders and shall have accepted such appointment within 60 30 days after the retiring Agent gives Agent’s giving of notice of its resignation (such 60-day period, or the “Bank Appointment Period”)Majority Lenders’ removal of the retiring Agent, then the retiring Agent may on behalf of the Banks, appoint a successor Agent meeting the qualifications set forth above. In addition and without any obligation on the part of the retiring Agent to appointmay, on behalf of the BanksLenders, appoint a successor Agent. Any successor Agent shall be a bank which has an office in the United States and a combined capital and surplus of at least $250,000,000. Upon the acceptance of any appointment as Agent hereunder by a successor Agent, such successor Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring Agent may at any time upon or after the end of the Bank Appointment Period notify the Borrowers and the Banks that no qualifying Person has accepted appointment as successor Agent and the effective date of such retiring Agent’s resignation which effective date shall be no earlier than three business days after the date of such notice. Upon the resignation effective date established in such notice and regardless of whether a successor Agent has been appointed and accepted such appointment, the retiring Agent’s resignation shall nonetheless become effective and (i) the retiring Agent shall be discharged from its duties and obligations as Agent hereunder and (ii) all payments, communications and determinations provided to be made by, to or through the Agent shall instead be made by or to each Bank directly, until such time as the Majority Banks appoint a successor Agent as provided for above in this clause (a). (b) If the Person serving as Agent is a Defaulting Bank pursuant to clause (iv) of the definition thereof (such Person, a “Defaulting Agent”), the Majority Banks may, by notice in writing to the Borrowers and such Defaulting Agent, remove such Defaulting Agent as Agent and, in consultation with the Borrowers, appoint a successor, which shall be a bank with an office in the United States, or an Affiliate of under any such bank with an office in the United Statesother Loan Documents. Such Defaulting Agent’s removal shall become effective upon the earlier of (x) the date that a qualifying Person shall have been so appointed by the Majority Banks and shall have accepted such appointment and (y) 30 days after the delivery of the removal notice in writing to the Borrowers and such Defaulting Agent (such date, the “Removal Effective Date”). Upon the Removal Effective Date and regardless of whether a successor Agent has been appointed and accepted such appointment, the removal of such Defaulting Agent shall become effective and (i) such Defaulting Agent shall be discharged from its duties and obligations as Agent hereunder and (ii) all payments, communications and determinations provided to be made by, to or through the Agent shall instead be made by or to each Bank directly, until such time as the Majority Banks appoint a successor Agent as provided for above in this clause (b). (c) Upon the acceptance of a successor’s appointment as Agent hereunder, such successor shall succeed to and become vested with all of the rights, powers, privileges and duties as Agent of the retiring (or retired) or removed Agent, and the retiring or removed Agent shall be discharged from all of its duties and obligations as Agent hereunder (if not already discharged therefrom as provided above in this Section 7.06). The fees payable by the Borrowers to a successor Agent shall be the same as those payable promptly specify by notice to Borrower its predecessor unless otherwise agreed between the Borrowers Principal Office referred to in Section 3.1 and such successorSection 4 hereof. After the any retiring or removed Agent’s resignation or removal hereunder, or any retiring Local Currency hereunder as Agent’s resignation or removal under the Local Currency Addendum, or any retiring Japan Local Currency Agent’s resignation or removal under the Japan Local Currency Addendum, the provisions of this Article VII and Section 8.04 10 shall continue in effect for the its benefit of such retiring or removed Agent, Local Currency Agent or Japan Local Currency Agent, its sub‑agents and their respective Related Parties in respect of any actions taken or omitted to be taken by any of them it while the retiring or removed Agent it was acting as Agent, the retiring Local Currency Agent was acting as Local Currency Agent or the retiring Japan Local Currency Agent was acting as Japan Local Currency Agent.

Resignation or Removal of Agent. (a) The Any Agent may resign from the performance of all its functions and duties hereunder and/or under the other Financing Documents at any time give by giving thirty (30) days’ prior notice to the Borrower and the Lenders. Any Agent may be removed at any time by the Required Lenders. Such resignation or removal shall take effect upon the appointment of a successor Agent, in accordance with this Section 9.06. (b) Upon any notice of its resignation to by any Agent or upon the Banks and the Borrowers. Upon receipt removal of any such notice of resignationAgent by the Required Lenders, the Majority Banks Required Lenders shall have the right, in consultation with the Borrowers, to appoint a successor, which shall be a bank with an office in the United States, or an Affiliate of any such bank with an office in the United States. If no such successor shall have been so appointed by the Majority Banks and shall have accepted such appointment within 60 days after the retiring Agent gives notice of its resignation (such 60-day period, the “Bank Appointment Period”), then the retiring Agent may on behalf of the Banks, appoint a successor Agent meeting the qualifications set forth above. In addition hereunder and without any obligation on the part of the retiring Agent to appoint, on behalf of the Banks, a successor Agent, the retiring Agent may at any time upon or after the end of the Bank Appointment Period notify the Borrowers and the Banks that no qualifying Person has accepted appointment as successor Agent and the effective date of such retiring Agent’s resignation which effective date under each other Financing Document who shall be a commercial bank having a combined capital and surplus of at least two hundred fifty million Dollars ($250,000,000). So long as no earlier than three business days after Event of Default has occurred and is continuing, such appointment shall be subject to the date of Borrower’s approval (such notice. Upon the resignation effective date established in such notice and regardless of whether a approval not to be unreasonably withheld, conditioned or delayed). (c) If no successor Agent has been appointed and accepted by the Required Lenders within thirty (30) days) after the date such appointmentnotice of resignation was given by such Agent or the Required Lenders elected to remove such Agent, any Senior Secured Party may petition any court of competent jurisdiction for the retiring appointment of a successor Agent’s resignation . Such court may thereupon, after such notice, if any, as it may deem proper, appoint a successor Agent, as applicable, who shall nonetheless become effective and (i) the retiring Agent shall be discharged from its duties and obligations serve as Agent hereunder and (ii) all payments, communications and determinations provided to be made by, to or through the Agent shall instead be made by or to under each Bank directly, other Financing Document until such time time, if any, as the Majority Banks Required Lenders appoint a successor Agent Agent, as provided for above in this clause (a)above. (b) If the Person serving as Agent is a Defaulting Bank pursuant to clause (iv) of the definition thereof (such Person, a “Defaulting Agent”), the Majority Banks may, by notice in writing to the Borrowers and such Defaulting Agent, remove such Defaulting Agent as Agent and, in consultation with the Borrowers, 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. Such Defaulting Agent’s removal shall become effective upon the earlier of (x) the date that a qualifying Person shall have been so appointed by the Majority Banks and shall have accepted such appointment and (y) 30 days after the delivery of the removal notice in writing to the Borrowers and such Defaulting Agent (such date, the “Removal Effective Date”). Upon the Removal Effective Date and regardless of whether a successor Agent has been appointed and accepted such appointment, the removal of such Defaulting Agent shall become effective and (i) such Defaulting Agent shall be discharged from its duties and obligations as Agent hereunder and (ii) all payments, communications and determinations provided to be made by, to or through the Agent shall instead be made by or to each Bank directly, until such time as the Majority Banks appoint a successor Agent as provided for above in this clause (b). (cd) Upon the acceptance of a successor’s appointment as Agent hereunder, such successor shall succeed to and become vested with all of the rights, powers, privileges and duties as Agent of the retiring (or retiredremoved) or removed Agent, and the retiring (or removed removed) Agent shall be discharged from all of its duties and obligations as Agent hereunder (if not already discharged therefrom as provided above in this Section 7.06). The fees payable by and under the Borrowers to a successor Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Borrowers and such successorother Financing Documents. After the retiring or removed Agent’s resignation retirement or removal hereunder, or of any retiring Local Currency Agent’s resignation or removal Agent hereunder and under the Local Currency Addendum, or any retiring Japan Local Currency Agent’s resignation or removal under the Japan Local Currency Addendumother Financing Documents, the provisions of this Article VII and Section 8.04 ARTICLE IX shall continue in effect for the benefit of such retiring (or removed Agent, Local Currency Agent or Japan Local Currency removed) Agent, its sub‑agents sub-agents and their respective Related Parties in respect of any actions taken or omitted to be taken by any of them while the retiring or removed such Agent was acting as Agent. (e) If a retiring (or removed) Agent is the Collateral Agent, such Collateral Agent will promptly transfer any Collateral in the retiring Local Currency possession or control of such Collateral Agent was acting to the successor Collateral Agent and will, subject to payment of its reasonable costs and expenses (including counsel fees and expenses), execute and deliver such notices, instructions and assignments as Local Currency may be reasonably necessary or desirable to transfer the rights of the Collateral Agent or with respect to such Collateral property to the retiring Japan Local Currency Agent was acting as Japan Local Currency successor Collateral Agent.

Resignation or Removal of Agent. (a) The Subject to the appointment and acceptance of a successor Agent as provided below, the Agent may resign at any time give by giving notice of its resignation thereof to the Banks and the BorrowersBorrower and the Agent may be removed at any time with or without cause by the Required Banks. Upon receipt of any such notice of resignationresignation or removal, the Majority Required Banks shall have the right, in consultation with the Borrowers, right to appoint a successorsuccessor Agent; provided, that, so long as no Event of Default shall have occurred and then be continuing, the Borrower shall have the right to consent to any successor Agent (which shall be a bank with an office consent (x) in the United States, or an Affiliate case of any such bank with an office Bank being appointed successor Agent, shall not be unreasonably withheld, and (y) in the United Statescase of the appointment of any other Person as successor Agent, may be withheld in the discretion of the Borrower). If no such successor Agent shall have been so appointed by the Majority Required Banks and shall have accepted such appointment within 60 30 days after the retiring Agent gives Agent's notice of its resignation (such 60-day period, or the “Bank Appointment Period”)Required Banks' removal of the retiring Agent, then the retiring Agent may may, on behalf of the Banks, appoint a successor Agent. Any successor Agent meeting shall be a bank which has a combined capital and surplus of at least $500,000,000. Upon the qualifications set forth above. In addition and without acceptance of any obligation on the part of the retiring appointment as Agent to appoint, on behalf of the Banks, hereunder by a successor Agent, the retiring Agent may at any time upon or after the end of the Bank Appointment Period notify the Borrowers and the Banks that no qualifying Person has accepted appointment as such successor Agent shall thereupon succeed to and become vested with all the effective date rights, powers, privileges and duties of such retiring Agent’s resignation which effective date shall be no earlier than three business days after the date of such notice. Upon the resignation effective date established in such notice and regardless of whether a successor Agent has been appointed and accepted such appointment, the retiring Agent’s resignation shall nonetheless become effective , and (i) the retiring Agent shall be discharged from its duties and obligations as Agent hereunder and (ii) all payments, communications and determinations provided to be made by, to or through the Agent shall instead be made by or to each Bank directly, until such time as the Majority Banks appoint a successor Agent as provided for above in this clause (a). (b) If the Person serving as Agent is a Defaulting Bank pursuant to clause (iv) of the definition thereof (such Person, a “Defaulting Agent”), the Majority Banks may, by notice in writing to the Borrowers and such Defaulting Agent, remove such Defaulting Agent as Agent and, in consultation with the Borrowers, 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. Such Defaulting Agent’s removal shall become effective upon the earlier of (x) the date that a qualifying Person shall have been so appointed by the Majority Banks and shall have accepted such appointment and (y) 30 days after the delivery of the removal notice in writing to the Borrowers and such Defaulting Agent (such date, the “Removal Effective Date”). Upon the Removal Effective Date and regardless of whether a successor Agent has been appointed and accepted such appointment, the removal of such Defaulting Agent shall become effective and (i) such Defaulting Agent shall be discharged from its duties and obligations as Agent hereunder and (ii) all payments, communications and determinations provided to be made by, to or through the Agent shall instead be made by or to each Bank directly, until such time as the Majority Banks appoint a successor Agent as provided for above in this clause (b). (c) Upon the acceptance of a successor’s appointment as Agent hereunder, such successor shall succeed to and become vested with all of the rights, powers, privileges and duties as Agent of the retiring (or retired) or removed Agent, and the retiring or removed Agent shall be discharged from all of its duties and obligations as Agent hereunder (if not already discharged therefrom as provided above in this Section 7.06). The fees payable by the Borrowers to a successor Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Borrowers and such successor. After the any retiring or removed Agent’s 's resignation or removal hereunder, or any retiring Local Currency hereunder as Agent’s resignation or removal under the Local Currency Addendum, or any retiring Japan Local Currency Agent’s resignation or removal under the Japan Local Currency Addendum, the provisions of this Article VII and Section 8.04 shall continue in effect for the its benefit of such retiring or removed Agent, Local Currency Agent or Japan Local Currency Agent, its sub‑agents and their respective Related Parties in respect of any actions taken or omitted to be taken by any of them it while the retiring or removed Agent it was acting as Agent, the retiring Local Currency Agent was acting as Local Currency Agent or the retiring Japan Local Currency Agent was acting as Japan Local Currency Agenthereunder.

Resignation or Removal of Agent. (a) The Subject to the appointment and acceptance of a successor Agent as provided below, any Agent may resign at any time give by giving notice of its resignation thereof to the Banks Lenders and the Borrowers, and any Agent may be removed at any time with or without cause by the Required Lenders. Upon receipt of any such notice of resignationresignation or removal, the Majority Banks Required Lenders shall have the right, in consultation with the Borrowers, right to appoint a successor, which shall be a bank with an office in successor Agent reasonably acceptable to the United States, or an Affiliate of any such bank with an office in the United StatesBorrowers. If no such successor Agent shall have been so appointed by the Majority Banks Required Lenders and shall have accepted such appointment within 60 30 days after the retiring Agent gives Agent’s giving of notice of its resignation (such 60-day period, or the “Bank Appointment Period”)Required Lenders’ removal of the retiring Agent, then the retiring Agent may may, on behalf of the Banksapplicable Lenders, appoint a successor Agent meeting reasonably acceptable to the qualifications set forth above. In addition and without any obligation on Borrowers; provided, however, that if an Event of Default has occurred which has not been waived or cured to the part satisfaction of the retiring Administrative Agent to appointand the Required Lenders, on behalf the Borrowers’ approval of a successor Agent shall not be required. Any successor Agent shall be a Lender which has an office in the Banks, United States with a combined capital and surplus of at least $2,000,000,000. Upon the acceptance of any appointment as an Agent hereunder by a successor Agent, the retiring Agent may at any time upon or after the end of the Bank Appointment Period notify the Borrowers and the Banks that no qualifying Person has accepted appointment as such successor Agent shall thereupon succeed to and become vested with all the effective date rights, powers, privileges and duties of such retiring Agent’s resignation which effective date shall be no earlier than three business days after the date of such notice. Upon the resignation effective date established in such notice and regardless of whether a successor Agent has been appointed and accepted such appointment, the retiring Agent’s resignation shall nonetheless become effective , and (i) the retiring Agent shall be discharged from its duties and obligations as Agent hereunder and (ii) all payments, communications and determinations provided to be made by, to or through the hereunder. Such successor Agent shall instead be made by or to each Bank directly, until such time as the Majority Banks appoint a successor Agent as provided for above in this clause (a). (b) If the Person serving as Agent is a Defaulting Bank pursuant to clause (iv) of the definition thereof (such Person, a “Defaulting Agent”), the Majority Banks may, promptly specify by notice in writing to the Borrowers and such Defaulting Agent, remove such Defaulting Agent as Agent and, in consultation with the Borrowers, appoint a successor, which shall be a bank with an Lenders its office in for the United States, or an Affiliate purpose of any such bank with an office in the United States. Such Defaulting Agent’s removal shall become effective upon the earlier of (x) the date that a qualifying Person shall have been so appointed by the Majority Banks notices and shall have accepted such appointment and (y) 30 days after the delivery of the removal notice in writing to the Borrowers and such Defaulting Agent (such date, the “Removal Effective Date”). Upon the Removal Effective Date and regardless of whether a successor Agent has been appointed and accepted such appointment, the removal of such Defaulting Agent shall become effective and (i) such Defaulting Agent shall be discharged from its duties and obligations as Agent hereunder and (ii) all payments, communications and determinations provided to be made by, to or through the Agent shall instead be made by or to each Bank directly, until such time as the Majority Banks appoint a successor Agent as provided for above in this clause (b). (c) Upon the acceptance of a successor’s appointment as Agent payments hereunder, such successor shall succeed to and become vested with all of the rights, powers, privileges and duties as Agent of the retiring (or retired) or removed Agent, and the retiring or removed Agent shall be discharged from all of its duties and obligations as Agent hereunder (if not already discharged therefrom as provided above in this Section 7.06). The fees payable by the Borrowers to a successor Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Borrowers and such successor. After the any retiring or removed Agent’s resignation or removal hereunder, or any retiring Local Currency hereunder as an Agent’s resignation or removal under the Local Currency Addendum, or any retiring Japan Local Currency Agent’s resignation or removal under the Japan Local Currency Addendum, the provisions of this Article VII and Section 8.04 9 shall continue in effect for the its benefit of such retiring or removed Agent, Local Currency Agent or Japan Local Currency Agent, its sub‑agents and their respective Related Parties in respect of any actions taken or omitted to be taken by any of them it while the retiring or removed Agent it was acting as Agent, the retiring Local Currency Agent was acting as Local Currency Agent or the retiring Japan Local Currency Agent was acting as Japan Local Currency Applicable Agent.

Resignation or Removal of Agent. (a) The Subject to the appointment and acceptance of a successor Agent as provided below, the Agent may resign at any time give by giving written notice of its resignation thereof at least ten Business Days prior thereto to the Banks and the Co-Borrowers, the Agent may be removed at any time with cause by the Required Banks and the Agent may be removed at any time without cause by the Required Banks if with the prior written consent of the Co-Borrowers; provided that the Co-Borrowers and the other Banks shall be promptly notified thereof. Upon receipt of any such notice of resignationresignation or removal, the Majority Required Banks shall have the right, in consultation with the Borrowers, right to appoint a successor, which shall be a bank with an office in the United States, or an Affiliate of any such bank with an office in the United Statessuccessor Agent. If no such successor Agent shall have been so appointed by the Majority Required Banks and shall have accepted such appointment within 60 30 days after the retiring Agent gives Agent's giving of notice of its resignation (such 60-day period, or the “Bank Appointment Period”)Required Banks' removal of the retiring Agent, then the retiring Agent may may, on behalf of the Banks, appoint a successor Agent meeting the qualifications set forth aboveAgent, which shall be a Bank. In addition and without any obligation on the part of The Required Banks or the retiring Agent, as the case may be, shall upon the appointment of a successor Agent to appoint, on behalf promptly so notify the Co-Borrowers and the other Banks. Upon the acceptance of the Banks, any appointment as Agent hereunder by a successor Agent, the retiring Agent may at any time upon or after the end of the Bank Appointment Period notify the Borrowers and the Banks that no qualifying Person has accepted appointment as such successor Agent shall thereupon succeed to and become vested with all the effective date rights, powers, privileges and duties of such retiring Agent’s resignation which effective date shall be no earlier than three business days after the date of such notice. Upon the resignation effective date established in such notice and regardless of whether a successor Agent has been appointed and accepted such appointment, the retiring Agent’s resignation shall nonetheless become effective , and (i) the retiring Agent shall be discharged from its duties and obligations as Agent hereunder and (ii) all payments, communications and determinations provided to be made by, to or through the Agent shall instead be made by or to each Bank directly, until such time as the Majority Banks appoint a successor Agent as provided for above in this clause (a). (b) If the Person serving as Agent is a Defaulting Bank pursuant to clause (iv) of the definition thereof (such Person, a “Defaulting Agent”), the Majority Banks may, by notice in writing to the Borrowers and such Defaulting Agent, remove such Defaulting Agent as Agent and, in consultation with the Borrowers, 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. Such Defaulting Agent’s removal shall become effective upon the earlier of (x) the date that a qualifying Person shall have been so appointed by the Majority Banks and shall have accepted such appointment and (y) 30 days after the delivery of the removal notice in writing to the Borrowers and such Defaulting Agent (such date, the “Removal Effective Date”). Upon the Removal Effective Date and regardless of whether a successor Agent has been appointed and accepted such appointment, the removal of such Defaulting Agent shall become effective and (i) such Defaulting Agent shall be discharged from its duties and obligations as Agent hereunder and (ii) all payments, communications and determinations provided to be made by, to or through the Agent shall instead be made by or to each Bank directly, until such time as the Majority Banks appoint a successor Agent as provided for above in this clause (b). (c) Upon the acceptance of a successor’s appointment as Agent hereunder, such successor shall succeed to and become vested with all of the rights, powers, privileges and duties as Agent of the retiring (or retired) or removed Agent, and the retiring or removed Agent shall be discharged from all of its duties and obligations as Agent hereunder (if not already discharged therefrom as provided above in this Section 7.06). The fees payable by the Borrowers to a successor Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Borrowers and such successor. After the any retiring or removed Agent’s 's resignation or removal hereunder, or any retiring Local Currency hereunder as Agent’s resignation or removal under the Local Currency Addendum, or any retiring Japan Local Currency Agent’s resignation or removal under the Japan Local Currency Addendum, the provisions of this Article VII and Section 8.04 8 shall continue in effect for the its benefit of such retiring or removed Agent, Local Currency Agent or Japan Local Currency Agent, its sub‑agents and their respective Related Parties in respect of any actions taken or omitted to be taken by any of them it while the retiring or removed Agent it was acting as Agent, the retiring Local Currency Agent was acting as Local Currency Agent or the retiring Japan Local Currency Agent was acting as Japan Local Currency Agent.

Resignation or Removal of Agent. (a) The Subject to the appointment and acceptance of a successor Agent as provided below, the Agent may resign at any time give by giving written notice of its resignation thereof at least ten Business Days prior thereto to the Banks and the Co-Borrowers, the Agent may be removed at any time with cause by the Required Banks and the Agent may be removed at any time without cause by the Required Banks if with the prior written consent of the Co-Borrowers; provided that the Co-Borrowers and the other Banks shall be promptly notified thereof. Upon receipt of any such notice of resignationresignation or removal, the Majority Required Banks shall have the right, in consultation with the Borrowers, right to appoint a successor, which shall be a bank with an office in the United States, or an Affiliate of any such bank with an office in the United Statessuccessor Agent. If no such successor Agent shall have been so appointed by the Majority Required Banks and shall have accepted such appointment within 60 30 days after the retiring Agent gives Agent's giving of notice of its resignation (such 60-day period, or the “Bank Appointment Period”)Required Banks' removal of the retiring Agent, then the retiring Agent may may, on behalf of the Banks, appoint a successor Agent meeting the qualifications set forth aboveAgent, which shall be a Bank. In addition and without any obligation on the part of The Required Banks or the retiring Agent, as the case may be, shall upon the appointment of a successor Agent to appoint, on behalf promptly so notify the Co-Borrowers and the other Banks. Upon the acceptance of the Banks, any appointment as Agent hereunder by a successor Agent, the retiring Agent may at any time upon or after the end of the Bank Appointment Period notify the Borrowers and the Banks that no qualifying Person has accepted appointment as such successor Agent shall thereupon succeed to and become vested with all the effective date rights, powers, privileges and duties of such retiring Agent’s resignation which effective date shall be no earlier than three business days after the date of such notice. Upon the resignation effective date established in such notice and regardless of whether a successor Agent has been appointed and accepted such appointment, the retiring Agent’s resignation shall nonetheless become effective , and (i) the retiring Agent shall be discharged from its duties and obligations as Agent hereunder and (ii) all payments, communications and determinations provided to be made by, to or through the Agent shall instead be made by or to each Bank directly, until such time as the Majority Banks appoint a successor Agent as provided for above in this clause (a). (b) If the Person serving as Agent is a Defaulting Bank pursuant to clause (iv) of the definition thereof (such Person, a “Defaulting Agent”), the Majority Banks may, by notice in writing to the Borrowers and such Defaulting Agent, remove such Defaulting Agent as Agent and, in consultation with the Borrowers, 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. Such Defaulting Agent’s removal shall become effective upon the earlier of (x) the date that a qualifying Person shall have been so appointed by the Majority Banks and shall have accepted such appointment and (y) 30 days after the delivery of the removal notice in writing to the Borrowers and such Defaulting Agent (such date, the “Removal Effective Date”). Upon the Removal Effective Date and regardless of whether a successor Agent has been appointed and accepted such appointment, the removal of such Defaulting Agent shall become effective and (i) such Defaulting Agent shall be discharged from its duties and obligations as Agent hereunder and (ii) all payments, communications and determinations provided to be made by, to or through the Agent shall instead be made by or to each Bank directly, until such time as the Majority Banks appoint a successor Agent as provided for above in this clause (b). (c) Upon the acceptance of a successor’s appointment as Agent hereunder, such successor shall succeed to and become vested with all of the rights, powers, privileges and duties as Agent of the retiring (or retired) or removed Agent, and the retiring or removed Agent shall be discharged from all of its duties and obligations as Agent hereunder (if not already discharged therefrom as provided above in this Section 7.06). The fees payable by the Borrowers to a successor Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Borrowers and such successor. After the any retiring or removed Agent’s 's resignation or removal hereunder, or any retiring Local Currency hereunder as Agent’s resignation or removal under the Local Currency Addendum, or any retiring Japan Local Currency Agent’s resignation or removal under the Japan Local Currency Addendum, the provisions of this Article VII and Section 8.04 11 shall continue in effect for the its benefit of such retiring or removed Agent, Local Currency Agent or Japan Local Currency Agent, its sub‑agents and their respective Related Parties in respect of any actions taken or omitted to be taken by any of them it while the retiring or removed Agent it was acting as Agent, the retiring Local Currency Agent was acting as Local Currency Agent or the retiring Japan Local Currency Agent was acting as Japan Local Currency Agent.

Resignation or Removal of Agent. (a) The Subject to the appointment and acceptance of a successor Agent as provided below, either Agent may resign at any time give by giving notice of its resignation thereof to the Banks Purchasers and the BorrowersOwner. Upon receipt of any such notice resignation of resignationthe Senior Agent, the Majority Banks Senior Holders shall have the right, in consultation with the Borrowers, right to appoint a successor, successor Senior Agent which shall be a bank with an office in be, so long as no Event of Default has occurred and is continuing, reasonably acceptable to the United StatesLessee, or an Affiliate of and upon any such bank with an office in resignation of the United StatesJunior Agent, the Majority Junior Holders shall have the right to appoint a successor Junior Agent which shall be, so long as no Event of Default has occurred and is continuing, reasonably acceptable to the Lessee. If no such successor Agent shall have been so appointed by the Majority Banks Senior Holders or the Majority Junior Holders, as the case may be, and shall have accepted such appointment within 60 30 days after the retiring Agent gives Agent’s giving of notice of its resignation (such 60-day period, the “Bank Appointment Period”)resignation, then the retiring Agent may on behalf of the Banks, appoint a successor Agent meeting the qualifications set forth above. In addition and without any obligation on the part of the retiring Agent to appointmay, on behalf of the BanksPurchasers, appoint a successor Agent. Upon the acceptance of any appointment as Agent hereunder by a successor Agent, the retiring Agent may at any time upon or after the end of the Bank Appointment Period notify the Borrowers and the Banks that no qualifying Person has accepted appointment as such successor Agent shall thereupon succeed to and become vested with all the effective date rights, powers, privileges and duties of such retiring Agent’s resignation which effective date shall be no earlier than three business days after the date of such notice. Upon the resignation effective date established in such notice and regardless of whether a successor Agent has been appointed and accepted such appointment, the retiring Agent’s resignation shall nonetheless become effective , and (i) the retiring Agent shall be discharged from its duties and obligations as Agent hereunder and (ii) all payments, communications and determinations provided to be made by, to or through the Agent shall instead be made by or to each Bank directly, until such time as the Majority Banks appoint a successor Agent as provided for above in this clause (a). (b) If the Person serving as Agent is a Defaulting Bank pursuant to clause (iv) of the definition thereof (such Person, a “Defaulting Agent”), the Majority Banks may, by notice in writing to the Borrowers and such Defaulting Agent, remove such Defaulting Agent as Agent and, in consultation with the Borrowers, 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. Such Defaulting Agent’s removal shall become effective upon the earlier of (x) the date that a qualifying Person shall have been so appointed by the Majority Banks and shall have accepted such appointment and (y) 30 days after the delivery of the removal notice in writing to the Borrowers and such Defaulting Agent (such date, the “Removal Effective Date”). Upon the Removal Effective Date and regardless of whether a successor Agent has been appointed and accepted such appointment, the removal of such Defaulting Agent shall become effective and (i) such Defaulting Agent shall be discharged from its duties and obligations as Agent hereunder and (ii) all payments, communications and determinations provided to be made by, to or through the Agent shall instead be made by or to each Bank directly, until such time as the Majority Banks appoint a successor Agent as provided for above in this clause (b). (c) Upon the acceptance of a successor’s appointment as Agent hereunder, such successor shall succeed to and become vested with all of the rights, powers, privileges and duties as Agent of the retiring (or retired) or removed Agent, and the retiring or removed Agent shall be discharged from all of its duties and obligations as Agent hereunder (if not already discharged therefrom as provided above in this Section 7.06). The fees payable by the Borrowers to a successor Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Borrowers and such successor. After the retiring or removed Agent’s resignation or removal hereunder, or any retiring Local Currency hereunder as Agent’s resignation or removal under the Local Currency Addendum, or any retiring Japan Local Currency Agent’s resignation or removal under the Japan Local Currency Addendum, the provisions of this Article VII and Section 8.04 15 shall continue in effect for the its benefit of such retiring or removed Agent, Local Currency Agent or Japan Local Currency Agent, its sub‑agents and their respective Related Parties in respect of any actions taken or omitted to be taken by any of them it while the retiring or removed Agent it was acting as Agent. The Owner consents to any change in the identity of such Agent on the International Registry as a result of the appointment of a successor Agent pursuant to this Section 15(h), and if required by the retiring Local Currency Agent was acting as Local Currency Agent or the retiring Japan Local Currency Agent was acting as Japan Local Currency AgentInternational Registry to reflect such change, will provide its further consent thereto.

Resignation or Removal of Agent. (a) The Subject to the appointment and acceptance of a successor Agent as provided below, Agent may resign at any time give by giving notice of thereof to the Lenders and Borrower, and Agent may be removed at any time with or without cause by the Majority Lenders; provided, that (i) any such resignation by Xxxxx Fargo may also constitute its resignation to as L/C Issuer and Swing Line Lender provided the Banks Agent complies with the notice requirements of Section 11.6(g) hereof, and the Borrowers(ii) Agent shall continue as Agent until such time as any successor shall have accepted appointment as Agent hereunder. Upon receipt of any such notice of resignationresignation or removal, (i) the Majority Banks Lenders with the consent of Borrower unless an Event of Default has occurred and is continuing shall have the right, in consultation with the Borrowers, right to appoint a successor, successor Agent so long as such successor Agent is also a Lender at the time of such appointment and (ii) the Majority Lenders shall have the right to appoint a successor Agent that is not a Lender at the time of such appointment so long as Borrower consents to such appointment (which consent shall not be a bank with an office in the United States, or an Affiliate of any such bank with an office in the United Statesunreasonably withheld). If no such successor Agent shall have been so appointed by the Majority Banks Lenders and shall have accepted such appointment within 60 30 days after the retiring Agent gives Agent's giving of notice of its resignation (such 60-day period, or the “Bank Appointment Period”)Majority Lenders' removal of the retiring Agent, then the retiring Agent may on behalf of the Banks, appoint a successor Agent meeting the qualifications set forth above. In addition and without any obligation on the part of the retiring Agent to appointmay, on behalf of the BanksLenders, appoint a successor Agent. Any successor Agent shall be a bank which has an office in the United States and a combined capital and surplus of at least $250,000,000. Upon the acceptance of any appointment as Agent hereunder by a successor Agent, such successor Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring Agent may at any time upon or after the end of the Bank Appointment Period notify the Borrowers and the Banks that no qualifying Person has accepted appointment as successor Agent and the effective date of such retiring Agent’s resignation which effective date shall be no earlier than three business days after the date of such notice. Upon the resignation effective date established in such notice and regardless of whether a successor Agent has been appointed and accepted such appointment, the retiring Agent’s resignation shall nonetheless become effective and (i) the retiring Agent shall be discharged from its duties and obligations as Agent hereunder and (ii) all payments, communications under any other Loan Documents and determinations provided to be made by, to or through the Agent shall instead be made by or to each Bank directly, until such time as the Majority Banks appoint a successor Agent as provided for above in this clause (a). (b) If the Person serving as Agent is a Defaulting Bank pursuant to clause (iv) of the definition thereof (such Person, a “Defaulting Agent”), the Majority Banks may, by notice in writing to the Borrowers retiring L/C Issuer's and such Defaulting Agent, remove such Defaulting Agent as Agent and, in consultation with the Borrowers, 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. Such Defaulting Agent’s removal shall become effective upon the earlier of (x) the date that a qualifying Person shall have been so appointed by the Majority Banks and shall have accepted such appointment and (y) 30 days after the delivery of the removal notice in writing to the Borrowers and such Defaulting Agent (such date, the “Removal Effective Date”). Upon the Removal Effective Date and regardless of whether a successor Agent has been appointed and accepted such appointment, the removal of such Defaulting Agent shall become effective and (i) such Defaulting Agent shall be discharged from its duties and obligations as Agent hereunder and (ii) all payments, communications and determinations provided to be made by, to or through the Agent shall instead be made by or to each Bank directly, until such time as the Majority Banks appoint a successor Agent as provided for above in this clause (b). (c) Upon the acceptance of a successor’s appointment as Agent hereunder, such successor shall succeed to and become vested with all of the Swing Line Lender's rights, powers, privileges powers and duties as Agent such shall be terminated, without any other or further act or deed on the part of such retiring L/C Issuer or Swing Line Lender 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 (or retired) or removed Agent, and the retiring or removed Agent shall be discharged from all L/C Issuer with respect to such Letters of its duties and obligations as Agent hereunder (if not already discharged therefrom as provided above in this Section 7.06)Credit. The fees payable by the Borrowers to a Such successor Agent shall be the same as those payable promptly specify by notice to Borrower its predecessor unless otherwise agreed between the Borrowers Principal Office referred to in Section 3.1 and such successorSection 4 hereof. After the any retiring or removed Agent’s 's resignation or removal hereunder, or any retiring Local Currency hereunder as Agent’s resignation or removal under the Local Currency Addendum, or any retiring Japan Local Currency Agent’s resignation or removal under the Japan Local Currency Addendum, the provisions of this Article VII and Section 8.04 10 shall continue in effect for the its benefit of such retiring or removed Agent, Local Currency Agent or Japan Local Currency Agent, its sub‑agents and their respective Related Parties in respect of any actions taken or omitted to be taken by any of them it while the retiring or removed Agent it was acting as Agent, the retiring Local Currency Agent was acting as Local Currency Agent or the retiring Japan Local Currency Agent was acting as Japan Local Currency Agent.

Resignation or Removal of Agent. (a) The Agent may at any time give notice of its resignation to the Banks Lenders, the Issuing Bank and the BorrowersBorrower. Upon receipt of any such notice of resignation, the Majority Banks Required Lenders shall have the right, in consultation with the BorrowersBorrower, to appoint a successor, which shall be a bank with an office in the United States, or an Affiliate of any such bank with an office in the United States. If no such successor shall have been so appointed by the Majority Banks Required Xxxxxxx and shall have accepted such appointment within 60 thirty (30) days after the retiring Agent gives notice of its resignation (or such 60-earlier day period, as shall be agreed by the “Bank Appointment Period”Required Lenders) (the Resignation Effective Date), then the retiring Agent may (but shall not be obligated to) on behalf of the BanksLenders and the Issuing Bank, appoint a successor Agent meeting the qualifications set forth above. In addition and without any obligation on the part of the retiring Agent to appoint, on behalf of the Banks, Whether or not a successor Agent, the retiring Agent may at any time upon or after the end of the Bank Appointment Period notify the Borrowers and the Banks that no qualifying Person has accepted appointment as successor Agent and the effective date of such retiring Agent’s resignation which effective date shall be no earlier than three business days after the date of such notice. Upon the resignation effective date established in such notice and regardless of whether a successor Agent has been appointed such resignation shall become effective in accordance with such notice on the Resignation Effective Date. (b) If the Person servicing as 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 Borrower and such Person remove such Person as the Agent and, in consultation with the Borrower, appoint a successor. If no such successor shall have been so appointed by the Required Lenders and shall have accepted such appointmentappointment within thirty (30) days (or such earlier day as shall be agreed by the Required Lenders (the “Removal Effective Date”), the retiring Agent’s resignation then such removal shall nonetheless become effective and in accordance with such notice on the Removal Effective Date. (ic) With effect from the Resignation Effective Date or the Removal Effective Date (as applicable) (1) the retiring or removed Agent shall be discharged from its duties and obligations as Agent hereunder and under the other Loan Documents (iiexcept that in the case of any collateral security held by the Agent on behalf of the Lenders or the Issuing Bank under any of the Loan Documents, the retiring or removed Agent shall continue to hold such collateral security until such time as a successor Agent is appointed) and (2) except for any indemnity payments owed to the retiring or removed Agent, all payments, communications and determinations provided to be made by, to or through the Agent shall instead be made by or to each Lender and the Issuing Bank directly, until such time as the Majority Banks Required Lenders appoint a successor Agent as provided for above in this clause (a). (b) If the Person serving as Agent is a Defaulting Bank pursuant to clause (iv) of the definition thereof (such Person, a “Defaulting Agent”), the Majority Banks may, by notice in writing to the Borrowers and such Defaulting Agent, remove such Defaulting Agent as Agent and, in consultation with the Borrowers, 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 StatesSection 11.6. Such Defaulting Agent’s removal shall become effective upon the earlier of (x) the date that a qualifying Person shall have been so appointed by the Majority Banks and shall have accepted such appointment and (y) 30 days after the delivery of the removal notice in writing to the Borrowers and such Defaulting Agent (such date, the “Removal Effective Date”). Upon the Removal Effective Date and regardless of whether a successor Agent has been appointed and accepted such appointment, the removal of such Defaulting Agent shall become effective and (i) such Defaulting Agent shall be discharged from its duties and obligations as Agent hereunder and (ii) all payments, communications and determinations provided to be made by, to or through the Agent shall instead be made by or to each Bank directly, until such time as the Majority Banks appoint a successor Agent as provided for above in this clause (b). (c) Upon the acceptance of a successor’s appointment as Agent hereunder, such successor shall succeed to and become vested with all of the rights, powers, privileges and duties as Agent of the retiring or removed Agent (or retired) other than any rights to indemnity payments owed to the retiring or removed Agent), and the retiring or removed Agent shall be discharged from all of its duties and obligations as Agent hereunder or under the other Loan Documents (if not already discharged therefrom as provided above in this Section 7.0611). The fees payable by the Borrowers Borrower to a successor Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Borrowers Borrower and such successor. After the retiring or removed Agent’s resignation or removal hereunder, or any retiring Local Currency Agent’s resignation or removal hereunder and under the Local Currency Addendum, or any retiring Japan Local Currency Agent’s resignation or removal under the Japan Local Currency Addendumother Loan Documents, the provisions of this Article VII Section 11 and Section 8.04 12.2 shall continue in effect for the benefit of such retiring or ore removed Agent, Local Currency Agent or Japan Local Currency Agent, its sub‑agents sub-agents and their respective Related Parties in respect of any actions taken or omitted to be taken by any of them while the retiring or removed Agent was acting as Agent, the retiring Local Currency Agent was acting as Local Currency Agent or the retiring Japan Local Currency Agent was acting as Japan Local Currency Agent.

Resignation or Removal of Agent. (a) The Subject to the appointment and acceptance of a successor Agent as provided below, the Agent may resign at any time give after consultation with Xx. Xxxxxx by giving written notice of its resignation thereof to the Banks and the Borrowers, and the Agent may be removed at any time with or without cause by the Required Banks; provided that the Borrowers and the other Banks shall be promptly notified thereof; provided, further, that, so long as the Commitment Percentage of [***] is less than or equal to [***]%, [***] may additionally be removed as Agent at any time with or without cause by the unanimous consent of the other Banks and, so long as no Event of Default is then continuing, the Borrowers. Upon receipt of any such notice of resignationresignation or removal, the Majority Required Banks shall have the rightright to appoint from among the Banks a successor Agent and, in consultation with so long as no Event of Default is then continuing, such appointment shall be subject to the approval by the Borrowers, to appoint a successor, which approval shall not be a bank with an office in the United States, or an Affiliate of any such bank with an office in the United Statesunreasonably withheld. If no such successor Agent shall have been so appointed by the Majority Required Banks and, if applicable, approved by the Borrowers, and shall have accepted such appointment within 60 30 days after the retiring Agent gives Agent’s giving of notice of its resignation (such 60-day period, or the “Bank Appointment Period”)Required Banks’ removal of the retiring Agent, then the retiring Agent may may, on behalf of the Banks, appoint a successor Agent meeting and, so long as no Event of Default is then continuing, such successor Agent shall be subject to the qualifications set forth aboveapproval by the Borrowers, which approval shall not be unreasonably withheld, delayed or conditioned. In addition and without any obligation on the part of The Required Banks or the retiring Agent to appointAgent, on behalf as the case may be, shall upon the appointment of the Banks, a successor Agent, the retiring Agent may at any time upon or after the end of the Bank Appointment Period promptly so notify the Borrowers and the Banks that no qualifying Person has accepted appointment as successor Agent and the effective date of such retiring Agent’s resignation which effective date shall be no earlier than three business days after the date of such noticeother Banks. Upon the resignation effective date established in such notice and regardless acceptance of whether any appointment as Agent hereunder by a successor Agent, such successor Agent has been appointed shall thereupon succeed to and accepted such appointmentbecome vested with all the rights, powers, privileges and duties of the retiring Agent’s resignation shall nonetheless become effective , and (i) the retiring Agent shall be discharged from its duties and obligations as Agent hereunder from and (ii) all payments, communications and determinations provided to be made by, to or through the Agent shall instead be made by or to each Bank directly, until such time as the Majority Banks appoint a successor Agent as provided for above in this clause (a). (b) If the Person serving as Agent is a Defaulting Bank pursuant to clause (iv) of the definition thereof (such Person, a “Defaulting Agent”), the Majority Banks may, by notice in writing to the Borrowers and such Defaulting Agent, remove such Defaulting Agent as Agent and, in consultation with the Borrowers, 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. Such Defaulting Agent’s removal shall become effective upon the earlier of (x) the date that a qualifying Person shall have been so appointed by the Majority Banks and shall have accepted such appointment and (y) 30 days after the delivery of the removal notice in writing to the Borrowers and such Defaulting Agent (such date, the “Removal Effective Date”). Upon the Removal Effective Date and regardless of whether a successor Agent has been appointed and accepted such appointment, the removal of such Defaulting Agent shall become effective and (i) such Defaulting Agent shall be discharged from its duties and obligations as Agent hereunder and (ii) all payments, communications and determinations provided to be made by, to or through the Agent shall instead be made by or to each Bank directly, until such time as the Majority Banks appoint a successor Agent as provided for above in this clause (b). (c) Upon the acceptance of a successor’s appointment as Agent hereunder, such successor shall succeed to and become vested with all of the rights, powers, privileges and duties as Agent of the retiring (or retired) or removed Agent, and the retiring or removed Agent shall be discharged from all of its duties and obligations as Agent hereunder (if not already discharged therefrom as provided above in this Section 7.06). The fees payable by the Borrowers to a successor Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Borrowers and such successor. After the any retiring or removed Agent’s resignation or removal hereunder, or any retiring Local Currency hereunder as Agent’s resignation or removal under the Local Currency Addendum, or any retiring Japan Local Currency Agent’s resignation or removal under the Japan Local Currency Addendum, the provisions of this Article VII and Section 8.04 10 shall continue in effect for the its benefit of such retiring or removed Agent, Local Currency Agent or Japan Local Currency Agent, its sub‑agents and their respective Related Parties in respect of any actions taken or omitted to be taken by any of them it while the retiring or removed Agent it was acting as Agent, the retiring Local Currency Agent was acting as Local Currency Agent or the retiring Japan Local Currency Agent was acting as Japan Local Currency Agent.

Resignation or Removal of Agent. (a) The Any Agent may resign from the performance of all its functions and duties hereunder and/or under the other Financing Documents at any time give by giving thirty (30) days’ prior notice to the Borrower and the Lenders. Any Agent may be removed at any time by the Required Lenders. Such resignation or removal shall take effect upon the appointment of a successor Agent, in accordance with this Section 10.06. (b) Upon any notice of its resignation to by any Agent or upon the Banks and the Borrowers. Upon receipt removal of any such notice of resignationAgent by the Required Lenders, the Majority Banks shall have the rightRequired Lenders shall, in consultation with the Borrowers, to appoint a successor, which shall be a bank with an office in the United States, Borrower (provided that no Default or an Affiliate Event of any such bank with an office in the United States. If no such successor shall have been so appointed by the Majority Banks Default has occurred and shall have accepted such appointment within 60 days after the retiring Agent gives notice of its resignation (such 60-day period, the “Bank Appointment Period”is continuing), then the retiring Agent may on behalf of the Banks, appoint a successor Agent meeting the qualifications set forth above. In addition hereunder and without any obligation on the part of the retiring Agent to appoint, on behalf of the Banks, a successor Agent, the retiring Agent may at any time upon or after the end of the Bank Appointment Period notify the Borrowers and the Banks that no qualifying Person has accepted appointment as successor Agent and the effective date of such retiring Agent’s resignation which effective date under each other Financing Document who shall be a commercial bank having a combined capital and surplus of at least two hundred fifty million Dollars ($250,000,000). (c) If no earlier than three business days after the date of such notice. Upon the resignation effective date established in such notice and regardless of whether a successor Agent has been appointed and accepted by the Required Lenders within thirty (30) days after the date such appointmentnotice of resignation was given by such Agent or the Required Lenders elected to remove such Agent, any Senior Secured Party may petition any court of competent jurisdiction for the retiring appointment of a successor Agent’s resignation . Such court may thereupon, after such notice, if any, as it may deem proper, appoint a successor Agent, as applicable, who shall nonetheless become effective and (i) the retiring Agent shall be discharged from its duties and obligations serve as Agent hereunder and (ii) all payments, communications and determinations provided to be made by, to or through the Agent shall instead be made by or to under each Bank directly, other Financing Document until such time time, if any, as the Majority Banks Required Lenders appoint a successor Agent Agent, as provided for above in this clause (a)above. (b) If the Person serving as Agent is a Defaulting Bank pursuant to clause (iv) of the definition thereof (such Person, a “Defaulting Agent”), the Majority Banks may, by notice in writing to the Borrowers and such Defaulting Agent, remove such Defaulting Agent as Agent and, in consultation with the Borrowers, 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. Such Defaulting Agent’s removal shall become effective upon the earlier of (x) the date that a qualifying Person shall have been so appointed by the Majority Banks and shall have accepted such appointment and (y) 30 days after the delivery of the removal notice in writing to the Borrowers and such Defaulting Agent (such date, the “Removal Effective Date”). Upon the Removal Effective Date and regardless of whether a successor Agent has been appointed and accepted such appointment, the removal of such Defaulting Agent shall become effective and (i) such Defaulting Agent shall be discharged from its duties and obligations as Agent hereunder and (ii) all payments, communications and determinations provided to be made by, to or through the Agent shall instead be made by or to each Bank directly, until such time as the Majority Banks appoint a successor Agent as provided for above in this clause (b). (cd) Upon the acceptance of a successor’s appointment as Agent hereunder, such successor shall succeed to and become vested with all of the rights, powers, privileges and duties as Agent of the retiring (or retiredremoved) or removed Agent, and the retiring (or removed removed) Agent shall be discharged from all of its duties and obligations as Agent hereunder (if not already discharged therefrom as provided above in this Section 7.06). The fees payable by and under the Borrowers to a successor Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Borrowers and such successorother Financing Documents. After the retiring or removed Agent’s resignation retirement or removal hereunder, or of any retiring Local Currency Agent’s resignation or removal Agent hereunder and under the Local Currency Addendum, or any retiring Japan Local Currency Agent’s resignation or removal under the Japan Local Currency Addendumother Financing Documents, the provisions of this Article VII and Section 8.04 ARTICLE X shall continue in effect for the benefit of such retiring (or removed Agent, Local Currency Agent or Japan Local Currency removed) Agent, its sub‑agents sub-agents and their respective Related Parties in respect of any actions taken or omitted to be taken by any of them while the retiring or removed such Agent was acting as Agent. (e) If a retiring (or removed) Agent is the Collateral Agent, such Collateral Agent will promptly transfer any Collateral in the retiring Local Currency possession or control of such Collateral Agent was acting to the successor Collateral Agent and will, subject to payment of its reasonable costs and expenses (including counsel fees and expenses), execute and deliver such notices, instructions and assignments as Local Currency may be reasonably necessary or desirable to transfer the rights of the Collateral Agent or with respect to such Collateral property to the retiring Japan Local Currency Agent was acting as Japan Local Currency successor Collateral Agent.

Resignation or Removal of Agent. (a) The Any Agent may resign from the performance of all its functions and duties hereunder and/or under the other Financing Documents at any time give by giving thirty (30) days’ prior notice to each Loan Party and the Lenders. Any Agent may be removed at any time by the Required Lenders for the Agent’s gross negligence or willful misconduct. In the event that WestLB is no longer an Agent, any successor Agent may be removed at any time with cause by the Required Lenders. Such resignation or removal shall take effect upon the appointment of a successor Agent, in accordance with this Section 10.06. (b) Upon any notice of its resignation to by any Agent or upon the Banks and the Borrowers. Upon receipt removal of any such notice of resignationAgent by the Required Lenders, the Majority Banks Required Lenders shall have the right, in consultation with the Borrowers, to appoint a successor, which shall be a bank with an office in the United States, or an Affiliate of any such bank with an office in the United States. If no such successor shall have been so appointed by the Majority Banks and shall have accepted such appointment within 60 days after the retiring Agent gives notice of its resignation (such 60-day period, the “Bank Appointment Period”), then the retiring Agent may on behalf of the Banks, appoint a successor Agent meeting the qualifications set forth above. In addition hereunder and without any obligation on the part of the retiring Agent to appoint, on behalf of the Banks, a successor Agent, the retiring Agent may at any time upon or after the end of the Bank Appointment Period notify the Borrowers and the Banks that no qualifying Person has accepted appointment as successor Agent and the effective date of such retiring Agent’s resignation which effective date under each other Financing Document who shall be a commercial bank having a combined capital and surplus of at least one hundred million Dollars ($100,000,000). (c) If no earlier than three business days after the date of such notice. Upon the resignation effective date established in such notice and regardless of whether a successor Agent has been appointed and accepted by the Required Lenders within thirty (30) days after the date such appointmentnotice of resignation was given by such Agent or the Required Lenders elected to remove such Agent, any Lender may petition any court of competent jurisdiction for the retiring appointment of a successor Agent’s resignation shall nonetheless become effective and (i) the retiring Agent shall be discharged from its duties and obligations . Such court may thereupon, after such notice, if any, as Agent hereunder and (ii) all paymentsit may deem proper, communications and determinations provided to be made by, to or through the Agent shall instead be made by or to each Bank directly, until such time as the Majority Banks appoint a successor Agent Agent, as applicable, who shall serve as Agent, hereunder and under each other Financing Document until such time, if any, as the Required Lenders appoint a successor Agent, as provided for above in this clause (a)above. (b) If the Person serving as Agent is a Defaulting Bank pursuant to clause (iv) of the definition thereof (such Person, a “Defaulting Agent”), the Majority Banks may, by notice in writing to the Borrowers and such Defaulting Agent, remove such Defaulting Agent as Agent and, in consultation with the Borrowers, 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. Such Defaulting Agent’s removal shall become effective upon the earlier of (x) the date that a qualifying Person shall have been so appointed by the Majority Banks and shall have accepted such appointment and (y) 30 days after the delivery of the removal notice in writing to the Borrowers and such Defaulting Agent (such date, the “Removal Effective Date”). Upon the Removal Effective Date and regardless of whether a successor Agent has been appointed and accepted such appointment, the removal of such Defaulting Agent shall become effective and (i) such Defaulting Agent shall be discharged from its duties and obligations as Agent hereunder and (ii) all payments, communications and determinations provided to be made by, to or through the Agent shall instead be made by or to each Bank directly, until such time as the Majority Banks appoint a successor Agent as provided for above in this clause (b). (cd) Upon the acceptance of a successor’s appointment as Agent hereunder, such successor shall succeed to and become vested with all of the rights, powers, privileges and duties as Agent of the retiring (or retiredremoved) or removed Agent, and the retiring (or removed removed) Agent shall be discharged from all of its duties and obligations as Agent hereunder (if not already discharged therefrom as provided above in this Section 7.06). The fees payable by or under the Borrowers to a successor Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Borrowers and such successorother Financing Documents. After the retiring or removed Agent’s resignation retirement or removal hereunder, or of any retiring Local Currency Agent’s resignation or removal Agent hereunder and under the Local Currency Addendum, or any retiring Japan Local Currency Agent’s resignation or removal under the Japan Local Currency Addendumother Financing Documents, the provisions of this Article VII and Section 8.04 X shall continue in effect for the benefit of such retiring (or removed Agent, Local Currency Agent or Japan Local Currency removed) Agent, its sub‑agents sub-agents and their respective Related Parties in respect of any actions taken or omitted to be taken by any of them while the retiring or removed Agent was acting as Agent. (e) If a retiring or removed Agent is the Collateral Agent, such Collateral Agent will promptly transfer any Collateral in the retiring Local Currency possession or control of such Collateral Agent was acting to the successor Collateral Agent and will execute and deliver such notices, instructions and assignments as Local Currency may be reasonably necessary or desirable to transfer the rights of the Collateral Agent or with respect to such Collateral property to the retiring Japan Local Currency Agent was acting as Japan Local Currency successor Collateral Agent.

Resignation or Removal of Agent. (a) The Subject to the appointment and acceptance of a successor Agent as provided below, the Agent may resign at any time give by giving notice of its resignation thereof to the Banks and the BorrowersBorrower and the Agent may be removed at any time with or without cause by the Required Banks. Upon receipt of any such notice of resignationresignation or removal, the Majority Required Banks shall have the right, in consultation with the Borrowers, right to appoint a successorsuccessor Agent; provided, that, so long as no Event of Default shall have occurred and then be continuing, the Borrower shall have the right to consent to any successor Agent (which shall be a bank with an office consent (x) in the United States, or an Affiliate case of any such bank with an office Bank being appointed successor Agent, shall not be unreasonably withheld, and (y) in the United Statescase of the appointment of any other Person as successor Agent, may be withheld in the discretion of the Borrower). If no such successor Agent shall have been so appointed by the Majority Required Banks and shall have accepted such appointment within 60 30 days after the retiring Agent gives Agent’s notice of its resignation (such 60-day period, or the “Bank Appointment Period”)Required Banks’ removal of the retiring Agent, then the retiring Agent may may, on behalf of the Banks, appoint a successor Agent. Any successor Agent meeting shall be a bank which has a combined capital and surplus of at least $500,000,000. Upon the qualifications set forth above. In addition and without acceptance of any obligation on the part of the retiring appointment as Agent to appoint, on behalf of the Banks, hereunder by a successor Agent, the retiring Agent may at any time upon or after the end of the Bank Appointment Period notify the Borrowers and the Banks that no qualifying Person has accepted appointment as such successor Agent shall thereupon succeed to and become vested with all the effective date rights, powers, privileges and duties of such retiring Agent’s resignation which effective date shall be no earlier than three business days after the date of such notice. Upon the resignation effective date established in such notice and regardless of whether a successor Agent has been appointed and accepted such appointment, the retiring Agent’s resignation shall nonetheless become effective , and (i) the retiring Agent shall be discharged from its duties and obligations as Agent hereunder and (ii) all payments, communications and determinations provided to be made by, to or through the Agent shall instead be made by or to each Bank directly, until such time as the Majority Banks appoint a successor Agent as provided for above in this clause (a). (b) If the Person serving as Agent is a Defaulting Bank pursuant to clause (iv) of the definition thereof (such Person, a “Defaulting Agent”), the Majority Banks may, by notice in writing to the Borrowers and such Defaulting Agent, remove such Defaulting Agent as Agent and, in consultation with the Borrowers, 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. Such Defaulting Agent’s removal shall become effective upon the earlier of (x) the date that a qualifying Person shall have been so appointed by the Majority Banks and shall have accepted such appointment and (y) 30 days after the delivery of the removal notice in writing to the Borrowers and such Defaulting Agent (such date, the “Removal Effective Date”). Upon the Removal Effective Date and regardless of whether a successor Agent has been appointed and accepted such appointment, the removal of such Defaulting Agent shall become effective and (i) such Defaulting Agent shall be discharged from its duties and obligations as Agent hereunder and (ii) all payments, communications and determinations provided to be made by, to or through the Agent shall instead be made by or to each Bank directly, until such time as the Majority Banks appoint a successor Agent as provided for above in this clause (b). (c) Upon the acceptance of a successor’s appointment as Agent hereunder, such successor shall succeed to and become vested with all of the rights, powers, privileges and duties as Agent of the retiring (or retired) or removed Agent, and the retiring or removed Agent shall be discharged from all of its duties and obligations as Agent hereunder (if not already discharged therefrom as provided above in this Section 7.06). The fees payable by the Borrowers to a successor Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Borrowers and such successor. After the any retiring or removed Agent’s resignation or removal hereunder, or any retiring Local Currency hereunder as Agent’s resignation or removal under the Local Currency Addendum, or any retiring Japan Local Currency Agent’s resignation or removal under the Japan Local Currency Addendum, the provisions of this Article VII and Section 8.04 shall continue in effect for the its benefit of such retiring or removed Agent, Local Currency Agent or Japan Local Currency Agent, its sub‑agents and their respective Related Parties in respect of any actions taken or omitted to be taken by any of them it while the retiring or removed Agent it was acting as Agent, the retiring Local Currency Agent was acting as Local Currency Agent or the retiring Japan Local Currency Agent was acting as Japan Local Currency Agenthereunder.

Resignation or Removal of Agent. (a) The Subject to the appointment and acceptance of a successor Agent as provided below, the Agent may resign at any time give by giving written notice of its resignation thereof at least 30 Banking Days prior thereto to the Banks and the BorrowersBorrower, the Agent may be removed at any time with cause by the Required Banks and the Agent may be removed at any time without cause by the Required Banks if with the prior written consent of the Borrower; provided that the Borrower and the other Banks shall be promptly notified thereof. Upon receipt of any such notice of resignationresignation or removal, the Majority Required Banks shall have the right, in consultation with the Borrowers, right to appoint a successor, which shall be a bank with an office in the United States, or an Affiliate of any such bank with an office in the United Statessuccessor Agent. If no such successor Agent shall have been so appointed by the Majority Required Banks and shall have accepted such appointment within 60 30 days after the retiring Agent gives Agent's giving of notice of its resignation (such 60-day period, or the “Bank Appointment Period”)Required Banks' removal of the retiring Agent, then the retiring Agent may may, on behalf of the Banks, appoint a successor Agent meeting the qualifications set forth aboveAgent, which shall be a Bank. In addition and without any obligation on the part of The Required Banks or the retiring Agent, as the case may be, shall upon the appointment of a Successor Agent to appoint, on behalf promptly so notify the Borrower and the other Banks. Upon the acceptance of the Banks, any appointment as Agent hereunder by a successor Agent, the retiring Agent may at any time upon or after the end of the Bank Appointment Period notify the Borrowers and the Banks that no qualifying Person has accepted appointment as such successor Agent shall thereupon succeed to and become vested with all the effective date rights, powers, privileges and duties of such retiring Agent’s resignation which effective date shall be no earlier than three business days after the date of such notice. Upon the resignation effective date established in such notice and regardless of whether a successor Agent has been appointed and accepted such appointment, the retiring Agent’s resignation shall nonetheless become effective , and (i) the retiring Agent shall be discharged from its duties and obligations as Agent hereunder and (ii) all payments, communications and determinations provided to be made by, to or through the hereunder. The retiring Agent shall instead execute all documents or instruments of assignment as shall be made by or necessary to each Bank directly, until such time as vest in the Majority Banks appoint a successor Agent as provided for above in this clause (a). (b) If the Person serving as Agent is a Defaulting Bank pursuant to clause (iv) of the definition thereof (such Person, a “Defaulting Agent”), the Majority Banks may, by notice in writing to the Borrowers and such Defaulting Agent, remove such Defaulting Agent as Agent and, in consultation with the Borrowers, 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. Such Defaulting Agent’s removal shall become effective upon the earlier of (x) the date that a qualifying Person shall have been so appointed by the Majority Banks and shall have accepted such appointment and (y) 30 days after the delivery of the removal notice in writing to the Borrowers and such Defaulting Agent (such date, the “Removal Effective Date”). Upon the Removal Effective Date and regardless of whether a successor Agent has been appointed and accepted such appointment, the removal of such Defaulting Agent shall become effective and (i) such Defaulting Agent shall be discharged from its duties and obligations as Agent hereunder and (ii) all payments, communications and determinations provided to be made by, to or through the Agent shall instead be made by or to each Bank directly, until such time as the Majority Banks appoint a successor Agent as provided for above in this clause (b). (c) Upon the acceptance of a successor’s appointment as Agent hereunder, such successor shall succeed to and become vested with all of the rights, powers, privileges and duties as Agent rights of the retiring (or retired) or removed Agent, and the retiring or removed Agent shall be discharged from all of its duties and obligations as Agent hereunder (if not already discharged therefrom as provided above in this Section 7.06). The fees payable by the Borrowers to a successor Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Borrowers and such successorhereunder. After the any retiring or removed Agent’s 's resignation or removal hereunder, or any retiring Local Currency hereunder as Agent’s resignation or removal under the Local Currency Addendum, or any retiring Japan Local Currency Agent’s resignation or removal under the Japan Local Currency Addendum, the provisions of this Article VII and Section 8.04 11 shall continue in effect for the its benefit of such retiring or removed Agent, Local Currency Agent or Japan Local Currency Agent, its sub‑agents and their respective Related Parties in respect of any actions taken or omitted to be taken by any of them it while the retiring or removed Agent it was acting as Agent, the retiring Local Currency Agent was acting as Local Currency Agent or the retiring Japan Local Currency Agent was acting as Japan Local Currency Agent.

Resignation or Removal of Agent. (a) The Subject to the appointment and acceptance of a successor Agent as provided below, either Agent may resign at any time give by giving notice of its resignation thereof to the Banks Loan Participants and the BorrowersBorrower. Upon receipt of any such notice resignation of resignationthe Senior Agent, the Majority Banks Senior Holders shall have the right, in consultation with the Borrowers, right to appoint a successor, successor Senior Agent which shall be a bank with an office in be, so long as no Event of Default is continuing, reasonably acceptable to the United StatesBorrower, or an Affiliate of upon any such bank with an office in resignation of the United StatesJunior Agent, the Majority Junior Holders shall have the right to appoint a successor Junior Agent which shall be, so long as no Event of Default is continuing, reasonably acceptable to the Borrower. If no such successor Agent shall have been so appointed by the Majority Banks Senior Holders or the Majority Junior Holders, as the case may be, and shall have accepted such appointment within 60 30 days after the retiring Agent gives Agent’s giving of notice of its resignation (such 60-day period, the “Bank Appointment Period”)resignation, then the retiring Agent may on behalf of the Banks, appoint a successor Agent meeting the qualifications set forth above. In addition and without any obligation on the part of the retiring Agent to appointmay, on behalf of the BanksLoan Participants, appoint a successor Agent. Upon the acceptance of any appointment as Agent hereunder by a successor Agent, the retiring Agent may at any time upon or after the end of the Bank Appointment Period notify the Borrowers and the Banks that no qualifying Person has accepted appointment as such successor Agent shall thereupon succeed to and become vested with all the effective date rights, powers, privileges and duties of such retiring Agent’s resignation which effective date shall be no earlier than three business days after the date of such notice. Upon the resignation effective date established in such notice and regardless of whether a successor Agent has been appointed and accepted such appointment, the retiring Agent’s resignation shall nonetheless become effective , and (i) the retiring Agent shall be discharged from its duties and obligations as Agent hereunder and (ii) all payments, communications and determinations provided to be made by, to or through the Agent shall instead be made by or to each Bank directly, until such time as the Majority Banks appoint a successor Agent as provided for above in this clause (a). (b) If the Person serving as Agent is a Defaulting Bank pursuant to clause (iv) of the definition thereof (such Person, a “Defaulting Agent”), the Majority Banks may, by notice in writing to the Borrowers and such Defaulting Agent, remove such Defaulting Agent as Agent and, in consultation with the Borrowers, 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. Such Defaulting Agent’s removal shall become effective upon the earlier of (x) the date that a qualifying Person shall have been so appointed by the Majority Banks and shall have accepted such appointment and (y) 30 days after the delivery of the removal notice in writing to the Borrowers and such Defaulting Agent (such date, the “Removal Effective Date”). Upon the Removal Effective Date and regardless of whether a successor Agent has been appointed and accepted such appointment, the removal of such Defaulting Agent shall become effective and (i) such Defaulting Agent shall be discharged from its duties and obligations as Agent hereunder and (ii) all payments, communications and determinations provided to be made by, to or through the Agent shall instead be made by or to each Bank directly, until such time as the Majority Banks appoint a successor Agent as provided for above in this clause (b). (c) Upon the acceptance of a successor’s appointment as Agent hereunder, such successor shall succeed to and become vested with all of the rights, powers, privileges and duties as Agent of the retiring (or retired) or removed Agent, and the retiring or removed Agent shall be discharged from all of its duties and obligations as Agent hereunder (if not already discharged therefrom as provided above in this Section 7.06). The fees payable by the Borrowers to a successor Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Borrowers and such successor. After the retiring or removed Agent’s resignation or removal hereunder, or any retiring Local Currency hereunder as Agent’s resignation or removal under the Local Currency Addendum, or any retiring Japan Local Currency Agent’s resignation or removal under the Japan Local Currency Addendum, the provisions of this Article VII and Section 8.04 14 shall continue in effect for the its benefit of such retiring or removed Agent, Local Currency Agent or Japan Local Currency Agent, its sub‑agents and their respective Related Parties in respect of any actions taken or omitted to be taken by any of them it while the retiring or removed Agent it was acting as Agent. The Borrower consents to any change in the identity of such Agent on the International Registry as a result of the appointment of a successor Agent pursuant to this Section 14(h), and if required by the retiring Local Currency Agent was acting as Local Currency Agent or the retiring Japan Local Currency Agent was acting as Japan Local Currency AgentInternational Registry to reflect such change, will provide its further consent thereto.

Resignation or Removal of Agent. (a) The Subject to the provisions of subsection (c) of this Section 14A.8, any Person acting as a Funding Agent of a Funding Group may at any time give resign as such Funding Agent under this Agreement and the other Transaction Documents by giving thirty (30) days’ written notice of its resignation thereof to the Banks Borrower, the Service Providers and the BorrowersAdministrative Agent. Upon receipt of any receiving such notice of resignation, the Funding Group Majority Banks shall have Lenders of such Funding Group (with approval of the rightBorrower, the Service Providers and Administrative Agent, in consultation with the Borrowers, each case not to be unreasonably withheld or delayed) shall promptly appoint a successorsuccessor Funding Agent by written instrument, in duplicate, one copy of which instrument shall be a bank with an office in delivered to the United States, or an Affiliate resigning Funding Agent and the other copy of any such bank with an office in which instrument shall be delivered to the United Statessuccessor Funding Agent. If no such successor Funding Agent shall have been so appointed by the Majority Banks and shall have accepted such appointment within 60 thirty (30) days after the retiring Agent gives giving of such notice of its resignation (such 60-day periodresignation, the “Bank Appointment Period”), then the retiring resigning Funding Agent may on behalf petition any court of competent jurisdiction for the Banks, appoint appointment of a successor Agent meeting Funding Agent. The Borrower shall reimburse the qualifications set forth above. In addition and without any obligation on the part of the retiring Agent to appoint, on behalf of the Banks, a successor resigning Funding Agent, pursuant to the retiring Flow of Funds hereof, for all expenses which shall have been incurred by such resigning Funding Agent may at any time upon or after the end of the Bank Appointment Period notify the Borrowers in accordance with this Agreement and the Banks that no qualifying Person has accepted appointment as successor Agent and other Transaction Documents prior to the effective date of such retiring Agent’s resignation which effective date shall be no earlier than three business days after the date of such notice. Upon the resignation effective date established in such notice and regardless of whether a successor Agent has been appointed and accepted such appointment, the retiring resigning Funding Agent’s resignation shall nonetheless become effective and (i) the retiring Agent shall be discharged from its duties and obligations as Agent hereunder and (ii) all payments, communications and determinations provided to be made by, to or through the Agent shall instead be made by or to each Bank directly, until such time as the Majority Banks appoint a successor Agent as provided for above in this clause (a). (b) If at any time such Funding Agent shall be legally unable to act, or shall be adjudged a bankrupt or insolvent or a receiver of such Funding Agent or of its property shall be appointed or any public officer shall take charge or control of such Funding Agent or of its property or affairs for the Person serving as Agent is a Defaulting Bank pursuant to clause (iv) purpose of rehabilitation, conservation or liquidation, then the definition thereof (such Person, a “Defaulting Agent”), the related Funding Group Majority Banks may, by notice in writing to the Borrowers and such Defaulting Agent, Lenders shall remove such Defaulting Funding Agent. If such Funding Agent as Agent and, in consultation with the Borrowers, 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. Such Defaulting Agent’s removal shall become effective upon the earlier of (x) the date that a qualifying Person shall have been removed under the authority of the immediately preceding sentence, such Funding Group Majority Lenders (with approval of the Borrower, the Service Providers and Administrative Agent, such approval not to be unreasonably withheld or delayed) shall promptly appoint a successor Funding Agent by written instrument, in duplicate, one copy of which instrument shall be delivered to the Funding Agent so appointed by removed and the Majority Banks and other copy of which instrument shall be delivered to the successor Funding Agent. The Borrower shall reimburse the removed Funding Agent pursuant to the Flow of Funds for all expenses which shall have accepted been incurred by such appointment removed Funding Agent in accordance with this Agreement and (y) 30 days after the delivery of the removal notice in writing Other Transaction Documents prior to the Borrowers and such Defaulting Agent (such date, the “Removal Effective Date”). Upon the Removal Effective Date and regardless effective date of whether a successor Agent has been appointed and accepted such appointment, the removal of such Defaulting Agent shall become effective and (i) such Defaulting Agent shall be discharged from its duties and obligations as Agent hereunder and (ii) all payments, communications and determinations provided to be made by, to or through the Agent shall instead be made by or to each Bank directly, until such time as the Majority Banks appoint a successor Agent as provided for above in this clause (b)removed Funding Agent. (c) Upon the acceptance Any resignation or removal of a successor’s such Funding Agent and appointment as Agent hereunder, such successor shall succeed to and become vested with all of the rights, powers, privileges and duties as Agent of the retiring (or retired) or removed Agent, and the retiring or removed Agent shall be discharged from all of its duties and obligations as Agent hereunder (if not already discharged therefrom as provided above in this Section 7.06). The fees payable by the Borrowers to a successor Agent shall be the same as those payable pursuant to its predecessor unless otherwise agreed between the Borrowers and such successor. After the retiring or removed Agent’s resignation or removal hereunder, or any retiring Local Currency Agent’s resignation or removal under the Local Currency Addendum, or any retiring Japan Local Currency Agent’s resignation or removal under the Japan Local Currency Addendum, of the provisions of this Article VII and Section 8.04 14A.8 shall continue not become effective until acceptance of appointment by the successor agent as provided in effect for the benefit of such retiring or removed Agent, Local Currency Agent or Japan Local Currency Agent, its sub‑agents and their respective Related Parties in respect of any actions taken or omitted to be taken by any of them while the retiring or removed Agent was acting as Agent, the retiring Local Currency Agent was acting as Local Currency Agent or the retiring Japan Local Currency Agent was acting as Japan Local Currency AgentSection 14A.9.

Resignation or Removal of Agent. (a) The Agent may at any time give notice of its resignation to the Banks and the Borrowers. Upon receipt of any such notice of resignation, the Majority Banks shall have the right, in consultation with the Borrowers, to appoint a successor, which shall be a bank with an office in the United States, or an Affiliate of any such bank with an office in the United States. If no such successor shall have been so appointed by the Majority Banks and shall have accepted such appointment within 60 days after the retiring Agent gives notice of its resignation (such 60-day period, the “Bank Appointment Period”), then the retiring Agent may on behalf of the Banks, appoint a successor Agent meeting the qualifications set forth above. In addition and without any obligation on the part of the retiring Agent to appoint, on behalf of the Banks, a successor Agent, the retiring Agent may at any time upon or after the end of the Bank Appointment Period notify the Borrowers and the Banks that no qualifying Person has accepted appointment as successor Agent and the effective date of such retiring Agent’s resignation which effective date shall be no earlier than three business days after the date of such notice. Upon the resignation effective date established in such notice and regardless of whether a successor Agent has been appointed and accepted such appointment, the retiring Agent’s resignation shall nonetheless become effective and (i) the retiring Agent shall be discharged from its duties and obligations as Agent hereunder and (ii) all payments, communications and determinations provided to be made by, to or through the Agent shall instead be made by or to each Bank directly, until such time as the Majority Banks appoint a successor Agent as provided for above in this clause (a).the (b) If the Person serving as Agent is a Defaulting Bank pursuant to clause (iv) of the definition thereof (such Person, a “Defaulting Agent”), the Majority Banks may, by notice in writing to the Borrowers and such Defaulting Agent, remove such Defaulting Agent as Agent and, in consultation with the Borrowers, 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. Such Defaulting Agent’s removal shall become effective upon the earlier of (x) the date that a qualifying Person shall have been so appointed by the Majority Banks and shall have accepted such appointment and (y) 30 days after the delivery of the removal notice in writing to the Borrowers and such Defaulting Agent (such date, the “Removal Effective Date”). Upon the Removal Effective Date and regardless of whether a successor Agent has been appointed and accepted such appointment, the removal of such Defaulting Agent shall become effective and (i) such Defaulting Agent shall be discharged from its duties and obligations as Agent hereunder and (ii) all payments, communications and determinations provided to be made by, to or through the Agent shall instead be made by or to each Bank directly, until such time as the Majority Banks appoint a successor Agent as provided for above in this clause (b). (c) Upon the acceptance of a successor’s appointment as Agent hereunder, such successor shall succeed to and become vested with all of the rights, powers, privileges and duties as Agent of the retiring (or retired) or removed Agent, and the retiring or removed Agent shall be discharged from all of its duties and obligations as Agent hereunder (if not already discharged therefrom as provided above in this Section 7.06). The fees payable by the Borrowers to a successor Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Borrowers and such successor. After the retiring or removed Agent’s resignation or removal hereunder, or any retiring Local Currency Agent’s resignation or removal under the Local Currency Addendum, or any retiring Japan Local Currency Agent’s resignation or removal under the Japan Local Currency Addendum, the provisions of this Article VII and Section 8.04 shall continue in effect for the benefit of such retiring or removed Agent, Local Currency Agent or Japan Local Currency Agent, its sub‑agents and their respective Related Parties in respect of any actions taken or omitted to be taken by any of them while the retiring or removed Agent was acting as Agent, the retiring Local Currency Agent was acting as Local Currency Agent or the retiring Japan Local Currency Agent was acting as Japan Local Currency Agent.

Resignation or Removal of Agent. (a) The Agent may at any time give notice of its resignation to the Banks and the Borrowers. Upon receipt of any such notice of resignation, the Majority Banks shall have the right, in consultation with the Borrowers, to appoint a successor, which shall be a bank with an office in the United States, or an Affiliate of any such bank with an office in the United States. If no such successor shall have been so appointed by the Majority Banks and shall have accepted such appointment within 60 days after the retiring Agent gives notice of its resignation (such 60-day period, the “Bank Appointment Period”), then the retiring Agent may on behalf of the Banks, appoint a successor Agent meeting the qualifications set forth above. In addition and without any obligation on the part of the retiring Agent to appoint, on behalf of the Banks, a successor Agent, the retiring Agent may at any time upon or after the end of the Bank Appointment Period notify the Borrowers and the Banks that no qualifying Person has accepted appointment as successor Agent and the effective date of such retiring Agent’s resignation which effective date shall be no earlier than three business days after the date of such notice. Upon the resignation effective date established in such notice and regardless of whether a successor Agent has been appointed and accepted such appointment, the retiring Agent’s resignation shall nonetheless become effective and (i) the retiring Agent shall be discharged from its duties and obligations as Agent hereunder and (ii) all payments, communications and determinations provided to be made by, to or through the Agent shall instead be made by or to each Bank directly, until such time as the Majority Banks appoint a successor Agent as provided for above in this clause (a). (ba) If the Person serving as Agent is a Defaulting Bank pursuant to clause (iv) of the definition thereof (such Person, a “Defaulting Agent”), the Majority Banks may, by notice in writing to the Borrowers and such Defaulting Agent, remove such Defaulting Agent as Agent and, in consultation with the Borrowers, 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. Such Defaulting Agent’s removal shall become effective upon the earlier of (x) the date that a qualifying Person shall have been so appointed by the Majority Banks and shall have accepted such appointment and (y) 30 days after the delivery of the removal notice in writing to the Borrowers and such Defaulting Agent (such date, the “Removal Effective Date”). Upon the Removal Effective Date and regardless of whether a successor Agent has been appointed and accepted such appointment, the removal of such Defaulting Agent shall become effective and (i) such Defaulting Agent shall be discharged from its duties and obligations as Agent hereunder and (ii) all payments, communications and determinations provided to be made by, to or through the Agent shall instead be made by or to each Bank directly, until such time as the Majority Banks Xxxxx appoint a successor Agent as provided for above in this clause (b). (ca) Upon the acceptance of a successor’s appointment as Agent hereunder, such successor shall succeed to and become vested with all of the rights, powers, privileges and duties as Agent of the retiring (or retired) or removed Agent, and the retiring or removed Agent shall be discharged from all of its duties and obligations as Agent hereunder (if not already discharged therefrom as provided above in this Section 7.06). The fees payable by the Borrowers to a successor Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Borrowers and such successor. After the retiring or removed Agent’s resignation or removal hereunder, or any retiring Local Currency Agent’s resignation or removal under the Local Currency Addendum, or any retiring Japan Local Currency Agent’s resignation or removal under the Japan Local Currency Addendum, the provisions of this Article VII and Section 8.04 shall continue in effect for the benefit of such retiring or removed Agent, Local Currency Agent or Japan Local Currency Agent, its sub‑agents sub agents and their respective Related Parties in respect of any actions taken or omitted to be taken by any of them while the retiring or removed Agent was acting as Agent, the retiring Local Currency Agent was acting as Local Currency Agent or the retiring Japan Local Currency Agent was acting as Japan Local Currency Agent.

Resignation or Removal of Agent. (a) The Any Agent may resign from the performance of all its functions and duties hereunder and/or under the other Financing Documents at any time give by giving thirty (30) days' prior notice of its resignation to the Banks Borrowers and the BorrowersLenders. Upon receipt Any Agent may be removed at any time by the Required Lenders. The Accounts Bank may be removed by the Administrative Agent within six (6) months of the date hereof if the Accounts Bank is not also a Lender under this Agreement (provided, that any such notice successor Accounts Bank appointed following a removal of resignation, the Majority Banks Accounts Bank pursuant to this sentence shall have be appointed by the right, Administrative Agent in consultation with the Borrowers' Agent (so long as no Default or Event of Default has occurred and is continuing)). Such resignation or removal shall take effect upon the appointment of a successor Agent, to appoint a successor, which shall be a bank in accordance with an office in this Section 10.06. (b) Upon any notice of resignation by any Agent or upon the United States, or an Affiliate removal of any such bank with an office in the United States. If no such successor shall have been so appointed Agent by the Majority Banks and shall have accepted such appointment within 60 days after the retiring Agent gives notice of its resignation (such 60-day periodRequired Lenders, the “Bank Appointment Period”), then the retiring Agent may on behalf of the Banks, Required Lenders shall appoint a successor Agent meeting the qualifications set forth above. In addition hereunder and without any obligation on the part of the retiring Agent to appoint, on behalf of the Banks, a successor Agent, the retiring Agent may at any time upon or after the end of the Bank Appointment Period notify the Borrowers and the Banks that no qualifying Person has accepted appointment as successor Agent and the effective date of such retiring Agent’s resignation which effective date under each other Financing Document who shall be a commercial bank having a combined capital and surplus of at least two hundred fifty million Dollars ($250,000,000). (c) If no earlier than three business days after the date of such notice. Upon the resignation effective date established in such notice and regardless of whether a successor Agent has been appointed by the Required Lenders within thirty (30) days after the date such notice of resignation was given by such Agent or the Required Lenders elected to remove such Agent, and accepted such appointmentprovided that no Default or Event of Default has occurred and is continuing, the retiring Agent’s resignation shall nonetheless become effective and Borrowers may appoint a replacement Agent (i) the retiring Agent who shall be discharged from its duties a commercial bank having a combined capital and obligations as Agent hereunder and surplus of at least two hundred fifty million Dollars (ii$250,000,000)) all payments, communications and determinations provided to be made by, to or through within the Agent shall instead be made by or to each Bank directly, until such time as the Majority Banks appoint a successor Agent as provided for above in this clause immediately succeeding fifteen (a)15) days. (bd) If the Person serving as Agent is a Defaulting Bank pursuant to clause (iv) of the definition thereof (such Person, a “Defaulting Agent”), the Majority Banks may, by notice in writing to the Borrowers and such Defaulting Agent, remove such Defaulting Agent as Agent and, in consultation with the Borrowers, 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. Such Defaulting Agent’s removal shall become effective upon the earlier of (x) the date that a qualifying Person shall have been so appointed by the Majority Banks and shall have accepted such appointment and (y) 30 days after the delivery of the removal notice in writing to the Borrowers and such Defaulting Agent (such date, the “Removal Effective Date”). Upon the Removal Effective Date and regardless of whether a no successor Agent has been appointed within forty-five (45) days (or, if a Default or Event of Default has occurred and accepted is continuing, within thirty (30) days) after the date such appointmentnotice of resignation was given by such Agent or the Required Lenders elected to remove such Agent, any Senior Secured Party may petition any court of competent jurisdiction for the removal appointment of a successor Agent. Such court may thereupon, after such Defaulting Agent shall become effective and (i) such Defaulting Agent shall be discharged from its duties and obligations notice, if any, as Agent hereunder and (ii) all paymentsit may deem proper, communications and determinations provided to be made by, to or through the Agent shall instead be made by or to each Bank directly, until such time as the Majority Banks appoint a successor Agent Agent, as applicable, who shall serve as Agent, hereunder and under each other Financing Document until such time, if any, as the Required Lenders appoint a successor Agent, as provided for above in this clause (b)above. (ce) Upon the acceptance of a successor’s 's appointment as Agent hereunder, such successor shall succeed to and become vested with all of the rights, powers, privileges and duties as Agent of the retiring (or retiredremoved) or removed Agent, and the retiring (or removed removed) Agent shall be discharged from all of its duties and obligations as Agent hereunder (if not already discharged therefrom as provided above in this Section 7.06). The fees payable by or under the Borrowers to a successor Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Borrowers and such successorother Financing Documents. After the retiring or removed Agent’s resignation retirement or removal hereunder, or of any retiring Local Currency Agent’s resignation or removal Agent hereunder and under the Local Currency Addendum, or any retiring Japan Local Currency Agent’s resignation or removal under the Japan Local Currency Addendumother Financing Documents, the provisions of this Article VII and Section 8.04 X shall continue in effect for the benefit of such retiring (or removed Agent, Local Currency Agent or Japan Local Currency removed) Agent, its sub‑agents sub-agents and their respective Related Parties in respect of any actions taken or omitted to be taken by any of them while the retiring or removed Agent was acting as Agent. (f) If a retiring or removed Agent is the Accounts Bank, such Accounts Bank will promptly transfer all of the Project Accounts and the Accounts Property to the possession or control of the successor Accounts Bank and will execute and deliver such notices, instructions and assignments as may be reasonably necessary or desirable to transfer the rights of the Accounts Bank with respect to the Project Accounts and the Accounts Property to the successor Accounts Bank. (g) If a retiring Local Currency or removed Agent was acting is the Collateral Agent, such Collateral Agent will promptly transfer any Collateral in the possession or control of such Collateral Agent to the successor Collateral Agent and will execute and deliver such notices, instructions and assignments as Local Currency may be reasonably necessary or desirable to transfer the rights of the Collateral Agent or with respect to such Collateral property to the retiring Japan Local Currency Agent was acting as Japan Local Currency successor Collateral Agent.

Resignation or Removal of Agent. (a) The Agent may at any time give notice of its resignation to the Banks and the Borrowers. Upon receipt of any such notice of resignation, the Majority Banks shall have the right, in consultation with the Borrowers, to appoint a successor, which shall be a bank with an office in the United States, or an Affiliate of any such bank with an office in the United States. If no such successor shall have been so appointed by the Majority Banks and shall have accepted such appointment within 60 days after the retiring Agent gives notice of its resignation (such 60-day period, the “Bank Appointment Period”), then the retiring Agent may on behalf of the Banks, appoint a successor Agent meeting the qualifications set forth above. In addition and without any obligation on the part of the retiring Agent to appoint, on behalf of the Banks, a successor Agent, the retiring Agent may at any time upon or after the end of the Bank Appointment Period notify the Borrowers and the Banks that no qualifying Person has accepted appointment as successor Agent and the effective date of such retiring Agent’s resignation which effective date shall be no earlier than three business days after the date of such notice. Upon the resignation effective date established in such notice and regardless of whether a successor Agent has been appointed and accepted such appointment, the retiring Agent’s resignation shall nonetheless become effective and (i) the retiring Agent shall be discharged from its duties and obligations as Agent hereunder and (ii) all payments, communications and determinations provided to be made by, to or through the Agent shall instead be made by or to each Bank directly, until such time as the Majority Banks appoint a successor Agent as provided for above in this clause (a). (b) If the Person serving as Agent is a Defaulting Bank pursuant to clause (iv) of the definition thereof (such Person, a “Defaulting Agent”), the Majority Banks may, by notice in writing to the Borrowers and such Defaulting Agent, remove such Defaulting Agent as Agent and, in consultation with the Borrowers, 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. Such Defaulting Agent’s removal shall become effective upon the earlier of (x) the date that a qualifying Person shall have been so appointed by the Majority Banks and shall have accepted such appointment and (y) 30 days after the delivery of the removal notice in writing to the Borrowers and such Defaulting Agent (such date, the “Removal Effective Date”). Upon the Removal Effective Date and regardless of whether a successor Agent has been appointed and accepted such appointment, the removal of such Defaulting Agent shall become effective and (i) such Defaulting Agent shall be discharged from its duties and obligations as Agent hereunder and (ii) all payments, communications and determinations provided to be made by, to or through the Agent shall instead be made by or to each Bank directly, until such time as the Majority Banks appoint a successor Agent as provided for above in this clause (b). (c) Upon the acceptance of a successor’s appointment as Agent hereunder, such successor shall succeed to and become vested with all of the rights, powers, privileges and duties as Agent of the retiring (or retired) or removed Agent, and the retiring or removed Agent shall be discharged from all of its duties and obligations as Agent hereunder (if not already discharged therefrom as provided above in this Section 7.06). The fees payable by the Borrowers to a successor Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Borrowers and such successor. After the retiring or removed Agent’s resignation or removal hereunder, or any retiring Local Currency Agent’s resignation or removal under the Local Currency Addendum, or any retiring Japan Local Currency Agent’s resignation or removal under the Japan Local Currency Addendum, the provisions of this Article VII and Section 8.04 shall continue in effect for the benefit of such retiring or removed Agent, Local Currency Agent or Japan Local Currency Agent, its sub‑agents subagents and their respective Related Parties in respect of any actions taken or omitted to be taken by any of them while the retiring or removed Agent was acting as Agent, the retiring Local Currency Agent was acting as Local Currency Agent or the retiring Japan Local Currency Agent was acting as Japan Local Currency Agent.

Resignation or Removal of Agent. (a) The Subject to the appointment and acceptance of a successor Agent as provided below, Agent may resign at any time give by giving notice of its resignation thereof to the Banks Banks, and Agent may be removed at any time with or without cause by the BorrowersRequired Banks. Upon receipt of any such notice of resignationresignation or removal, the Majority Required Banks shall have the right, in consultation with the Borrowers, right to appoint a successorsuccessor Agent, which Agent (if not a Bank) shall be reasonably acceptable to Borrower; PROVIDED, HOWEVER, that Borrower shall have no right to approve a bank with an office in the United States, or an Affiliate of any such bank with an office in the United Statessuccessor Agent if a Default has occurred and is continuing. If no such successor Agent shall have been so appointed by the Majority Required Banks and shall have accepted such appointment within 60 thirty (30) days after the retiring Agent gives Agent's giving of notice of its resignation (such 60-day period, or the “Bank Appointment Period”)Required Banks' removal of the retiring Agent, then the retiring Agent may may, on behalf of the Banks, appoint a successor Agent, which shall be a bank having a combined capital, surplus and retained earnings of not less than U.S. $500,000,000 and which successor Agent meeting (if not a Bank) shall be reasonably acceptable to Borrower; PROVIDED, HOWEVER, that Borrower shall have no right to approve a successor Agent if a Default has occurred and is continuing. Upon the qualifications set forth above. In addition and without acceptance of any obligation on the part of the retiring appointment as Agent to appoint, on behalf of the Banks, hereunder by a successor Agent, the retiring Agent may at any time upon or after the end of the Bank Appointment Period notify the Borrowers and the Banks that no qualifying Person has accepted appointment as such successor Agent shall thereupon succeed to and become vested with all the effective date rights, powers, privileges and duties of such retiring Agent’s resignation which effective date shall be no earlier than three business days after the date of such notice. Upon the resignation effective date established in such notice and regardless of whether a successor Agent has been appointed and accepted such appointment, the retiring Agent’s resignation shall nonetheless become effective , and (i) the retiring Agent shall be discharged from its duties and obligations as Agent hereunder and (ii) all payments, communications and determinations provided to be made by, to or through the Agent shall instead be made by or to each Bank directly, until for matters arising after such time as the Majority Banks appoint a successor Agent as provided for above in this clause (a). (b) If the Person serving as Agent is a Defaulting Bank pursuant to clause (iv) of the definition thereof (such Person, a “Defaulting Agent”), the Majority Banks may, by notice in writing to the Borrowers and such Defaulting Agent, remove such Defaulting Agent as Agent and, in consultation with the Borrowers, 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. Such Defaulting Agent’s removal shall become effective upon the earlier of (x) the date that a qualifying Person shall have been so appointed by the Majority Banks and shall have accepted such appointment and (y) 30 days after the delivery of the removal notice in writing to the Borrowers and such Defaulting Agent (such date, the “Removal Effective Date”). Upon the Removal Effective Date and regardless of whether a successor Agent has been appointed and accepted such appointment, the removal of such Defaulting Agent shall become effective and (i) such Defaulting Agent shall be discharged from its duties and obligations as Agent hereunder and (ii) all payments, communications and determinations provided to be made by, to or through the Agent shall instead be made by or to each Bank directly, until such time as the Majority Banks appoint a successor Agent as provided for above in this clause (b). (c) Upon the acceptance of a successor’s appointment as Agent hereunder, such successor shall succeed to and become vested with all of the rights, powers, privileges and duties as Agent of the retiring (or retired) or removed Agent, and the retiring or removed Agent shall be discharged from all of its duties and obligations as Agent hereunder (if not already discharged therefrom as provided above in this Section 7.06). The fees payable by the Borrowers to a successor Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Borrowers and such successoracceptance. After the any retiring or removed Agent’s 's resignation or removal hereunder, or any retiring Local Currency hereunder as Agent’s resignation or removal under the Local Currency Addendum, or any retiring Japan Local Currency Agent’s resignation or removal under the Japan Local Currency Addendum, the provisions of this Article VII and Section 8.04 shall continue in effect for the benefit of such retiring or removed Agent, Local Currency Agent or Japan Local Currency Agent, its sub‑agents and their respective Related Parties in respect of any actions taken or omitted to be taken by any of them while the retiring or removed Agent was acting as Agent, the retiring Local Currency Agent was acting as Local Currency Agent or the retiring Japan Local Currency Agent was acting as Japan Local Currency Agent.this

Resignation or Removal of Agent. (a) The Agent may at any time give notice of its resignation to the Banks and the Borrowers. Upon receipt of any such notice of resignation, the Majority Banks shall have the right, in consultation with the Borrowers, to appoint a successor, which shall be a bank with an office in the United States, or an Affiliate of any such bank with an office in the United States. If no such successor shall have been so appointed by the Majority Banks and shall have accepted such appointment within 60 days after the retiring Agent gives notice of its resignation (such 60-day period, the “Bank Appointment Period”), then the retiring Agent may on behalf of the Banks, appoint a successor Agent meeting the qualifications set forth above. In addition and without any obligation on the part of the retiring Agent to appoint, on behalf of the Banks, a successor Agent, the retiring Agent may at any time upon or after the end of the Bank Appointment Period notify the Borrowers and the Banks that no qualifying Person has accepted appointment as successor Agent and the effective date of such retiring Agent’s resignation which effective date shall be no earlier than three business days after the date of such notice. Upon the resignation effective date established in such notice and regardless of whether a successor Agent has been appointed and accepted such appointment, the retiring Agent’s resignation shall nonetheless become effective and (i) the retiring Agent shall be discharged from its duties and obligations as Agent hereunder and (ii) all payments, communications and determinations provided to be made by, to or through the Agent shall instead be made by or to each Bank directly, until such time as the Majority Banks appoint a successor Agent as provided for above in this clause (a). (b) If the Person serving as Agent is a Defaulting Bank pursuant to clause (iv) of the definition thereof (such Person, a “Defaulting Agent”), the Majority Banks may, by notice in writing to the Borrowers and such Defaulting Agent, remove such Defaulting Agent as Agent and, in consultation with the Borrowers, 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. Such Defaulting Agent’s removal shall become effective upon the earlier of (x) the date that a qualifying Person shall have been so appointed by the Majority Banks and shall have accepted such appointment and (y) 30 days after the delivery of the removal notice in writing to the Borrowers and such Defaulting Agent (such date, the “Removal Effective Date”). Upon the Removal Effective Date and regardless of whether a successor Agent has been appointed and accepted such appointment, the removal of such Defaulting Agent shall become effective and (i) such Defaulting Agent shall be discharged from its duties and obligations as Agent hereunder and (ii) all payments, communications and determinations provided to be made by, to or through the Agent shall instead be made by or to each Bank directly, until such time as the Majority Banks appoint a successor Agent as provided for above in this clause (b). (c) Upon the acceptance of a successor’s appointment as Agent hereunder, such successor shall succeed to and become vested with all of the rights, powers, privileges and duties as Agent of the retiring (or retired) or removed Agent, and the retiring or removed Agent shall be discharged from all of its duties and obligations as Agent hereunder (if not already discharged therefrom as provided above in this Section 7.06). The fees payable by the Borrowers to a successor Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Borrowers and such successor. After the retiring or removed Agent’s resignation or removal hereunder, or any retiring Local Currency Agent’s resignation or removal under the Local Currency Addendum, or any retiring Japan Local Currency Agent’s resignation or removal under the Japan Local Currency Addendum, the provisions of this Article VII and Section 8.04 shall continue in effect for the benefit of such retiring or removed Agent, Local Currency Agent or Japan Local Currency Agent, its sub‑agents and their respective Related Parties in respect of any actions taken or omitted to be taken by any of them while the retiring or removed Agent was acting as Agent, the retiring Local Currency Agent was acting as Local Currency Agent or the retiring Japan Local Currency Agent was acting as Japan Local Currency Agent.

Resignation or Removal of Agent. (a) The Any Agent may resign from the performance of all its functions and duties hereunder and/or under the other Financing Documents at any time give by giving thirty (30) days’ prior notice of its resignation to the Banks Borrowers and the BorrowersLenders. Upon receipt The Collateral Agent or the Administrative Agent may be removed at any time by the Required Lenders of the Revolving Loan Class and the Required Lenders of the Tranche A-1 Term Loan Class. The Accounts Bank may be removed at any such notice time by the Required Lenders of resignationthe Revolving Loan Class, the Majority Banks shall have the right, in consultation with the Borrowers, to appoint a successor, which shall be a bank with an office in the United States, or an Affiliate of any such bank with an office in the United States. If no such successor shall have been so appointed by the Majority Banks and shall have accepted such appointment within 60 days after the retiring Agent gives notice of its resignation (such 60-day period, the “Bank Appointment Period”), then the retiring Agent may on behalf Required Lenders of the Banks, appoint a successor Agent meeting Tranche A-1 Term Loan Class and the qualifications set forth aboveRequired Senior Lenders. In addition and without any obligation on Any such resignation or removal shall take effect upon the part appointment of the retiring Agent to appoint, on behalf of the Banks, a successor Agent, in accordance with this Section 10.06. (b) Upon any notice of resignation by any Agent or upon the retiring removal of any Agent may at any time upon or after by the end proper Persons pursuant to Section 10.06(a), the Required Lenders of the Bank Appointment Period notify the Borrowers Revolving Loan Class and the Banks that no qualifying Person has accepted appointment Required Lenders of the Tranche A-1 Term Loan Class shall appoint a successor Collateral Agent or Administrative Agent, as applicable, hereunder and under each other Financing Document, or the Required Lenders of the Revolving Loan Class, the Required Lenders of the Tranche A-1 Term Loan Class and the Required Senior Lenders shall appoint a successor Accounts Bank, which successor Agent and the effective date of such retiring Agent’s resignation which effective date in each case shall be a commercial bank having a combined capital and surplus of at least two hundred fifty million Dollars ($250,000,000). (c) If no earlier than three business days after the date of such notice. Upon the resignation effective date established in such notice and regardless of whether a successor Agent has been appointed by the proper Persons under Section 10.06(b) within thirty (30) days after the date such notice of resignation was given by such Agent or the proper Persons elected to remove such Agent under Section 10.06(a), and accepted such appointmentprovided that no Default or Event of Default has occurred and is continuing, the retiring Agent’s resignation shall nonetheless become effective and Borrowers may appoint a replacement Agent (i) the retiring Agent who shall be discharged from its duties a commercial bank having a combined capital and obligations as Agent hereunder and surplus of at least two hundred fifty million Dollars (ii$250,000,000)) all payments, communications and determinations provided to be made by, to or through within the Agent shall instead be made by or to each Bank directly, until such time as the Majority Banks appoint a successor Agent as provided for above in this clause immediately succeeding fifteen (a)15) days. (bd) If the Person serving as Agent is a Defaulting Bank pursuant to clause (iv) of the definition thereof (such Person, a “Defaulting Agent”), the Majority Banks may, by notice in writing to the Borrowers and such Defaulting Agent, remove such Defaulting Agent as Agent and, in consultation with the Borrowers, 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. Such Defaulting Agent’s removal shall become effective upon the earlier of (x) the date that a qualifying Person shall have been so appointed by the Majority Banks and shall have accepted such appointment and (y) 30 days after the delivery of the removal notice in writing to the Borrowers and such Defaulting Agent (such date, the “Removal Effective Date”). Upon the Removal Effective Date and regardless of whether a no successor Agent has been appointed within forty-five (45) days (or, if a Default or Event of Default has occurred and accepted is continuing, within thirty (30) days) after the date such appointmentnotice of resignation was given by such Agent or the proper Persons elected to remove such Agent under Section 10.06(a), any Senior Secured Party may petition any court of competent jurisdiction for the removal appointment of a successor Agent. Such court may thereupon, after such Defaulting Agent shall become effective and (i) such Defaulting Agent shall be discharged from its duties and obligations notice, if any, as Agent hereunder and (ii) all paymentsit may deem proper, communications and determinations provided to be made by, to or through the Agent shall instead be made by or to each Bank directly, until such time as the Majority Banks appoint a successor Agent Agent, as applicable, who shall serve as Agent, hereunder and under each other Financing Document until such time, if any, as the proper Persons appoint a successor Agent, as provided for above in this clause (b)Section 10.06. (ce) Upon the acceptance of a successor’s appointment as Agent hereunder, such successor shall succeed to and become vested with all of the rights, powers, privileges and duties as Agent of the retiring (or retiredremoved) or removed Agent, and the retiring (or removed removed) Agent shall be discharged from all of its duties and obligations as Agent hereunder (if not already discharged therefrom as provided above in this Section 7.06). The fees payable by or under the Borrowers to a successor Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Borrowers and such successorother Financing Documents. After the retiring or removed Agent’s resignation retirement or removal hereunder, or of any retiring Local Currency Agent’s resignation or removal Agent hereunder and under the Local Currency Addendum, or any retiring Japan Local Currency Agent’s resignation or removal under the Japan Local Currency Addendumother Financing Documents, the provisions of this Article VII and Section 8.04 X shall continue in effect for the benefit of such retiring (or removed Agent, Local Currency Agent or Japan Local Currency removed) Agent, its sub‑agents sub agents and their respective Related Parties in respect of any actions taken or omitted to be taken by any of them while the retiring or removed Agent was acting as Agent. (f) If a retiring or removed Agent is the Accounts Bank, such Accounts Bank will promptly transfer all of the Project Accounts and the Accounts Property to the possession or control of the successor Accounts Bank and will execute and deliver such notices, instructions and assignments as may be reasonably necessary or desirable to transfer the rights of the Accounts Bank with respect to the Project Accounts and the Accounts Property to the successor Accounts Bank. Notwithstanding the foregoing or anything to the contrary contained in this Agreement, the parties hereto acknowledge that the Accounts Bank is serving in such capacity under each of this Agreement and the Senior Credit Agreement concurrently, and any successor Accounts Bank shall not be appointed as such hereunder until such time as such successor Accounts Bank concurrently assumes all rights and obligations of the Accounts Bank and is appointed as such under each of this Agreement and the Senior Credit Agreement. (g) If a retiring Local Currency or removed Agent was acting is the Collateral Agent, such Collateral Agent will promptly transfer any Collateral in the possession or control of such Collateral Agent to the successor Collateral Agent and will execute and deliver such notices, instructions and assignments as Local Currency may be reasonably requested by the Required Lenders to transfer the rights of the Collateral Agent or with respect to such Collateral property to the retiring Japan Local Currency Agent was acting as Japan Local Currency successor Collateral Agent.

Resignation or Removal of Agent. (a) The Agent may may, by written notice to the Holders, at any time give resign its agency under this Section 13. The Required Holders may remove the Agent by written notice of its resignation to the Banks Agent. No such resignation or removal shall become effective, unless and until a successor Agent under this Agreement is appointed and has accepted the Borrowers. Upon receipt of any such notice of resignationappointment, the Majority Banks shall have the right, in consultation with the Borrowers, to appoint a successor, which shall be a bank with an office in the United States, or an Affiliate of any such bank with an office in the United States. If no such successor Agent to be appointed by the Required Holders; provided, however, that if no successor Agent shall have been so appointed by the Majority Banks and shall have accepted such appointment within 60 thirty (30) days after the retiring Agent gives Agent's giving notice of its resignation (such 60-day periodor after notice to the retiring Agent of the retiring Agent's removal, as the “Bank Appointment Period”)case may be, then the retiring Agent may on behalf apply to any court of competent jurisdiction, at the expense of the BanksHolders, to appoint a successor Agent meeting to act until such time as a successor shall have been appointed by the qualifications set forth aboveHolders. In addition and without Upon the acceptance of any obligation on the part of the retiring appointment as Agent to appoint, on behalf of the Banks, hereunder by a successor Agent, the retiring Agent may at any time upon or after the end of the Bank Appointment Period notify the Borrowers and the Banks that no qualifying Person has accepted appointment as such successor Agent and the effective date of such retiring Agent’s resignation which effective date shall be no earlier than three business days after the date of such notice. Upon the resignation effective date established in such notice and regardless of whether a successor Agent has been appointed and accepted such appointment, the retiring Agent’s resignation shall nonetheless become effective and (i) the retiring Agent shall be discharged from its duties and obligations as Agent hereunder and (ii) all payments, communications and determinations provided to be made by, to or through the Agent shall instead be made by or to each Bank directly, until such time as the Majority Banks appoint a successor Agent as provided for above in this clause (a). (b) If the Person serving as Agent is a Defaulting Bank pursuant to clause (iv) of the definition thereof (such Person, a “Defaulting Agent”), the Majority Banks may, by notice in writing to the Borrowers and such Defaulting Agent, remove such Defaulting Agent as Agent and, in consultation with the Borrowers, 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. Such Defaulting Agent’s removal shall become effective upon the earlier of (x) the date that a qualifying Person shall have been so appointed by the Majority Banks and shall have accepted such appointment and (y) 30 days after the delivery of the removal notice in writing to the Borrowers and such Defaulting Agent (such date, the “Removal Effective Date”). Upon the Removal Effective Date and regardless of whether a successor Agent has been appointed and accepted such appointment, the removal of such Defaulting Agent shall become effective and (i) such Defaulting Agent shall be discharged from its duties and obligations as Agent hereunder and (ii) all payments, communications and determinations provided to be made by, to or through the Agent shall instead be made by or to each Bank directly, until such time as the Majority Banks appoint a successor Agent as provided for above in this clause (b). (c) Upon the acceptance of a successor’s appointment as Agent hereunder, such successor shall thereupon succeed to and become vested with all of the rights, powers, privileges and duties as Agent of the retiring (or retired) or removed Agent, and the retiring or removed Agent shall be discharged from all of its any further duties and obligations as Agent hereunder (if not already discharged therefrom as provided above under this Agreement except the duty to execute and deliver any documents necessary to vest or confirm the vesting of such rights, powers, privileges, and duties in this Section 7.06). The fees payable by the Borrowers to a such successor Agent shall be and to deliver possession of any Collateral in the same as those payable possession of such retiring Agent to its predecessor unless otherwise agreed between the Borrowers and such successorsuccessor Agent. After the retiring or removed Agent’s 's resignation or removal hereunder, or any retiring Local Currency Agent’s resignation or removal under the Local Currency Addendum, or any retiring Japan Local Currency Agent’s resignation or removal under the Japan Local Currency Addendum, the provisions of this Article VII and Section 8.04 shall continue in effect for the benefit of such retiring or removed Agent, Local Currency Agent or Japan Local Currency Agent, its sub‑agents and their respective Related Parties in respect of any actions taken or omitted to be taken by any of them while the retiring or removed Agent was acting hereunder as Agent, each reference herein to a place for giving of notice or deliveries to the retiring Local Currency Agent was acting as Local Currency shall be deemed to refer to the principal office of the successor Agent or such other office of the retiring Japan Local Currency successor Agent was acting as Japan Local Currency Agentit may specify to each party hereto.

Resignation or Removal of Agent. Canadian Imperial Bank of Commerce (a) The or any other Agent hereunder), may resign as the Agent at any time give by giving ten (1O) days' prior written notice of its resignation thereof to the Banks Lenders and the BorrowersBorrower. Any such resignation shall take effect at the end of such ten (10) day period or upon the earlier appointment of a successor Agent by the Required Lenders as provided below. Upon receipt any resignation of Canadian Imperial Bank of Commerce, (or any such notice of resignationother Agent hereunder), the Majority Banks Required Lenders shall have the right, in consultation with the Borrowers, to appoint a successor, which shall be a bank with an office in the United States, or an Affiliate of any such bank with an office in the United States. If no such successor shall have been so appointed by the Majority Banks and shall have accepted such appointment within 60 days after the retiring Agent gives notice of its resignation (such 60-day period, the “Bank Appointment Period”), then the retiring Agent may on behalf of the Banks, appoint a successor agent from among the Lenders or, if such appointment is deemed inadvisable or impractical by the Required Lenders, another financial institution with a combined capital and surplus of at least $500,000,000, which successor agent is reasonably acceptable to the Borrower, provided that the Borrower consent to such appointment will not be required if a Default then exists and is continuing hereunder. Upon the acceptance of any appointment as Agent meeting the qualifications set forth above. In addition and without any obligation on the part of the retiring Agent to appoint, on behalf of the Banks, hereunder by a successor Agent, such successor Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring Agent may at any time upon or after the end of the Bank Appointment Period notify the Borrowers and the Banks that no qualifying Person has accepted appointment as successor Agent and Agent. After the effective date of such retiring Agent’s resignation which effective date shall be no earlier than three business days after the date of such notice. Upon the resignation effective date established in such notice and regardless of whether a successor an Agent has been appointed and accepted such appointmenthereunder, the retiring Agent’s resignation shall nonetheless become effective and (i) the retiring Agent shall be discharged from its duties and obligations as Agent hereunder and (ii) all payments, communications and determinations provided to be made by, to or through the Agent shall instead be made by or to each Bank directly, until such time as the Majority Banks appoint a successor Agent as provided for above in this clause (a). (b) If the Person serving as Agent is a Defaulting Bank pursuant to clause (iv) of the definition thereof (such Person, a “Defaulting Agent”), the Majority Banks may, by notice in writing to the Borrowers and such Defaulting Agent, remove such Defaulting Agent as Agent and, in consultation with the Borrowers, 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. Such Defaulting Agent’s removal shall become effective upon the earlier of (x) the date that a qualifying Person shall have been so appointed by the Majority Banks and shall have accepted such appointment and (y) 30 days after the delivery of the removal notice in writing to the Borrowers and such Defaulting Agent (such date, the “Removal Effective Date”). Upon the Removal Effective Date and regardless of whether a successor Agent has been appointed and accepted such appointment, the removal of such Defaulting Agent shall become effective and (i) such Defaulting Agent shall be discharged from its duties and obligations as Agent hereunder and (ii) all payments, communications and determinations provided to be made by, to or through the Agent shall instead be made by or to each Bank directly, until such time as the Majority Banks appoint a successor Agent as provided for above in this clause (b). (c) Upon the acceptance of a successor’s appointment as Agent hereunder, such successor shall succeed to and become vested with all of the rights, powers, privileges and duties as Agent of the retiring (or retired) or removed Agent, and the retiring or removed Agent shall be discharged from all of its duties and obligations as Agent hereunder (if not already discharged therefrom as provided above in this Section 7.06). The fees payable by the Borrowers to a successor Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Borrowers and such successor. After the retiring or removed Agent’s resignation or removal hereunder, or any retiring Local Currency Agent’s resignation or removal under the Local Currency Addendum, or any retiring Japan Local Currency Agent’s resignation or removal under the Japan Local Currency Addendum, that the provisions of this Article VII and Section 8.04 X shall continue in effect for the its benefit of such retiring or removed Agent, Local Currency Agent or Japan Local Currency Agent, its sub‑agents and their respective Related Parties in respect of any actions taken or omitted to be taken by any of them it while the retiring or removed Agent it was acting as the Agent. In the event that there shall not be a duly appointed and acting Agent, (i) the Borrower agrees to make each payment due to the Agent hereunder and under the Notes and the other Loan Documents, if any, directly to each Lender entitled thereto, pursuant to written instructions provided by the resigning Agent or, after such resignation, the retiring Local Currency Lenders, and to provide copies of each certificate or other document required to be furnished to the Agent was acting as Local Currency Agent or hereunder, if any, directly to each Lender, and (ii) any and all obligations of the retiring Japan Local Currency Agent was acting as Japan Local Currency Borrower in respect of the Agency Fee incurred after such event shall be suspended until the appointment of a new Agent.

Resignation or Removal of Agent. (a) The Agent may If at any time give notice Agent deems it advisable, in its sole discretion, it may submit to each of the Lenders a written notification of its resignation to the Banks as Agent under this Agreement and the BorrowersSecurity Documents, such resignation to be effective on the thirtieth (30th) day after the date of such notice. Agent may be removed at any time, with or without cause, by vote of the Majority Lenders, provided, that if Agent is also one of the Lenders its vote shall not be counted and the decision of the remaining Lenders must be unanimous. Upon receipt of any such notice of resignationresignation or removal, the Majority Banks Lenders shall have the right, in consultation with the Borrowers, right to appoint a successor, which shall be a bank with an office in successor Agent from among the United States, or an Affiliate of any such bank with an office in the United StatesLenders. If no such successor Agent shall have been so appointed by the Majority Banks Lenders and shall have accepted such appointment within 60 30 days after the retiring Agent gives Agent’s giving of notice of its resignation (such 60-day period, the “Bank Appointment Period”)resignation, then the retiring Agent may may, on behalf of the BanksLenders, appoint a successor Agent, which successor Agent meeting shall be either an existing Lender or a commercial bank organized under the qualifications set forth above. In addition laws of the United States of America or of any State thereof and without any obligation having a combined capital and surplus of at least $100,000,000, and which successor Agent (if not also a Lender), if no event of default on the part of Borrower shall have occurred and be continuing, shall be reasonably satisfactory to Borrower. Upon the retiring acceptance of any appointment as Agent to appoint, on behalf of the Banks, hereunder by a successor Agent, the retiring Agent may at any time upon or after the end of the Bank Appointment Period notify the Borrowers and the Banks that no qualifying Person has accepted appointment as such successor Agent shall thereupon succeed to and become vested with all the effective date rights, powers, privileges and duties of such retiring Agent’s resignation which effective date shall be no earlier than three business days after the date of such notice. Upon the resignation effective date established in such notice and regardless of whether a successor Agent has been appointed and accepted such appointment, the retiring Agent’s resignation shall nonetheless become effective , and (i) the retiring Agent shall be discharged from its duties and obligations under this Agreement. Borrower and the Lenders shall execute such documents as Agent hereunder and (ii) all payments, communications and determinations provided to be made by, to or through the Agent shall instead be made by or to each Bank directly, until such time as the Majority Banks appoint a successor Agent as provided for above in this clause (a). (b) If the Person serving as Agent is a Defaulting Bank pursuant to clause (iv) of the definition thereof (such Person, a “Defaulting Agent”), the Majority Banks may, by notice in writing to the Borrowers and such Defaulting Agent, remove such Defaulting Agent as Agent and, in consultation with the Borrowers, 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. Such Defaulting Agent’s removal shall become effective upon the earlier of (x) the date that a qualifying Person shall have been so appointed by the Majority Banks and shall have accepted such appointment and (y) 30 days after the delivery of the removal notice in writing necessary to the Borrowers and such Defaulting Agent (such date, the “Removal Effective Date”). Upon the Removal Effective Date and regardless of whether a successor Agent has been appointed and accepted effect such appointment, the removal of such Defaulting Agent shall become effective and (i) such Defaulting Agent shall be discharged from its duties and obligations as Agent hereunder and (ii) all payments, communications and determinations provided to be made by, to or through the Agent shall instead be made by or to each Bank directly, until such time as the Majority Banks appoint a successor Agent as provided for above in this clause (b). (c) Upon the acceptance of a successor’s appointment as Agent hereunder, such successor shall succeed to and become vested with all of the rights, powers, privileges and duties as Agent of the retiring (or retired) or removed Agent, and the retiring or removed Agent shall be discharged from all of its duties and obligations as Agent hereunder (if not already discharged therefrom as provided above in this Section 7.06). The fees payable by the Borrowers to a successor Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Borrowers and such successor. After the any retiring or removed Agent’s resignation or removal hereunder, or any retiring Local Currency hereunder as Agent’s resignation or removal under the Local Currency Addendum, or any retiring Japan Local Currency Agent’s resignation or removal under the Japan Local Currency Addendum, the provisions of this Article VII and Section 8.04 9.7 shall continue in effect for the inure to its benefit of such retiring or removed Agent, Local Currency Agent or Japan Local Currency Agent, its sub‑agents and their respective Related Parties in respect of as to any actions taken or omitted to be taken by any of them it while the retiring or removed it was Agent was acting as Agent, the retiring Local Currency Agent was acting as Local Currency Agent or the retiring Japan Local Currency Agent was acting as Japan Local Currency Agentunder this Agreement.

Resignation or Removal of Agent. (a) The Subject to the appointment and acceptance of a successor Agent as provided below, the Agent may resign at any time give by giving notice of its resignation thereof to the Banks Lenders and the BorrowersBorrower, and the Agent may be removed at any time with or without cause by the Required Lenders. Upon receipt of any such notice of resignationresignation or removal, the Majority Banks Required Lenders shall have the right, in consultation with the Borrowers, right to appoint a successor, which shall be a bank with an office in successor Agent reasonably acceptable to the United States, or an Affiliate of any such bank with an office in the United StatesBorrower. If no such successor Agent shall have been so appointed by the Majority Banks Required Lenders and shall have accepted such appointment within 60 30 days after the retiring Agent gives Agent’s giving of notice of its resignation (such 60-day period, or the “Bank Appointment Period”)Required Lenders’ removal of the retiring Agent, then the retiring Agent may may, on behalf of the BanksLenders, appoint a successor Agent meeting reasonably acceptable to the qualifications set forth above. In addition and without any obligation on Borrower; provided, however, that if an Event of Default has occurred which has not been waived or cured to the part satisfaction of the retiring Agent to appointand the Required Lenders, on behalf the Borrower’s approval of a successor Agent shall not be required. Any successor Agent shall be a Lender which has an office in the Banks, United States with a combined capital and surplus of at least $2,000,000,000. Upon the acceptance of any appointment as Agent hereunder by a successor Agent, the retiring Agent may at any time upon or after the end of the Bank Appointment Period notify the Borrowers and the Banks that no qualifying Person has accepted appointment as such successor Agent shall thereupon succeed to and become vested with all the effective date rights, powers, privileges and duties of such retiring Agent’s resignation which effective date shall be no earlier than three business days after the date of such notice. Upon the resignation effective date established in such notice and regardless of whether a successor Agent has been appointed and accepted such appointment, the retiring Agent’s resignation shall nonetheless become effective , and (i) the retiring Agent shall be discharged from its duties and obligations as Agent hereunder and (ii) all payments, communications and determinations provided to be made by, to or through the Agent shall instead be made by or to each Bank directly, until such time as the Majority Banks appoint a successor Agent as provided for above in this clause (a). (b) If the Person serving as Agent is a Defaulting Bank pursuant to clause (iv) of the definition thereof (such Person, a “Defaulting Agent”), the Majority Banks may, by notice in writing to the Borrowers and such Defaulting Agent, remove such Defaulting Agent as Agent and, in consultation with the Borrowers, 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 Stateshereunder. Such Defaulting Agent’s removal shall become effective upon the earlier of (x) the date that a qualifying Person shall have been so appointed by the Majority Banks and shall have accepted such appointment and (y) 30 days after the delivery of the removal notice in writing to the Borrowers and such Defaulting Agent (such date, the “Removal Effective Date”). Upon the Removal Effective Date and regardless of whether a successor Agent has been appointed and accepted such appointment, the removal of such Defaulting Agent shall become effective and (i) such Defaulting Agent shall be discharged from its duties and obligations as Agent hereunder and (ii) all payments, communications and determinations provided to be made by, to or through the Agent shall instead be made by or to each Bank directly, until such time as the Majority Banks appoint a successor Agent as provided for above in this clause (b). (c) Upon the acceptance of a successor’s appointment as Agent hereunder, such successor shall succeed to and become vested with all of the rights, powers, privileges and duties as Agent of the retiring (or retired) or removed Agent, and the retiring or removed Agent shall be discharged from all of its duties and obligations as Agent hereunder (if not already discharged therefrom as provided above in this Section 7.06). The fees payable by the Borrowers to a successor Agent shall be promptly specify by notice to the same as those payable to Borrower and the Lenders its predecessor unless otherwise agreed between office for the Borrowers purpose of any notices and such successorpayments hereunder. After the any retiring or removed Agent’s resignation or removal hereunder, or any retiring Local Currency hereunder as Agent’s resignation or removal under the Local Currency Addendum, or any retiring Japan Local Currency Agent’s resignation or removal under the Japan Local Currency Addendum, the provisions of this Article VII and Section 8.04 9 shall continue in effect for the its benefit of such retiring or removed Agent, Local Currency Agent or Japan Local Currency Agent, its sub‑agents and their respective Related Parties in respect of any actions taken or omitted to be taken by any of them it while the retiring or removed Agent it was acting as Agent, the retiring Local Currency Agent was acting as Local Currency Agent or the retiring Japan Local Currency Agent was acting as Japan Local Currency Agent.

Resignation or Removal of Agent. (a) The Subject to the provisions of subsection (c) of this Section 14.8, any Person acting as Administrative Agent may at any time give resign as Administrative Agent under this Agreement and the other Transaction Documents by giving thirty (30) days’ written notice of its resignation thereof to the Banks Service Providers, the Borrower and each of the BorrowersFunding Agents. Upon receipt of any receiving such notice of resignation, the Class Majority Banks Lenders (with approval of the Borrower and the Service Providers, not to be unreasonably withheld or delayed) shall have the rightpromptly appoint a successor Administrative Agent by written instrument, in consultation with the Borrowersduplicate, to appoint a successor, one copy of which instrument shall be a bank with an office in delivered to the United States, or an Affiliate resigning Administrative Agent and the other copy of any such bank with an office in which instrument shall be delivered to the United Statessuccessor Administrative Agent. If no such successor Administrative Agent shall have been so appointed by the Majority Banks and shall have accepted such appointment within 60 thirty (30) days after the retiring Agent gives giving of such notice of its resignation (such 60-day periodresignation, the “Bank Appointment Period”), then the retiring resigning Administrative Agent may on behalf petition any court of competent jurisdiction for the Banks, appoint appointment of a successor Administrative Agent. The Borrower shall reimburse the resigning Administrative Agent meeting pursuant to the qualifications set forth above. In addition and without any obligation on the part Flow of the retiring Funds for all expenses that shall have been incurred by such resigning Administrative Agent to appoint, on behalf of the Banks, a successor Agent, the retiring Agent may at any time upon or after the end of the Bank Appointment Period notify the Borrowers in accordance with this Agreement and the Banks that no qualifying Person has accepted appointment as successor Agent and other Transaction Documents prior to the effective date of such retiring Agent’s resignation which effective date shall be no earlier than three business days after the date of such notice. Upon the resignation effective date established in such notice and regardless of whether a successor Agent has been appointed and accepted such appointment, the retiring resigning Administrative Agent’s resignation shall nonetheless become effective and (i) the retiring Agent shall be discharged from its duties and obligations as Agent hereunder and (ii) all payments, communications and determinations provided to be made by, to or through the Agent shall instead be made by or to each Bank directly, until such time as the Majority Banks appoint a successor Agent as provided for above in this clause (a). (b) If at any time the Person serving as Administrative Agent is shall be legally unable to act, or shall be adjudged a Defaulting Bank pursuant to clause (iv) bankrupt or insolvent or a receiver of the definition thereof (such Person, a “Defaulting Agent”), the Majority Banks may, by notice in writing to the Borrowers and such Defaulting Agent, remove such Defaulting Administrative Agent as Agent and, in consultation with the Borrowers, appoint a successor, which or of its property shall be a bank with an office in appointed or any public officer shall take charge or control of the United StatesAdministrative Agent or of its property or affairs for the purpose of rehabilitation, conservation or an Affiliate of any such bank with an office in liquidation, then the United StatesFunding Agents shall remove the Administrative Agent. Such Defaulting Agent’s removal shall become effective upon If the earlier of (x) the date that a qualifying Person Administrative Agent shall have been removed under the authority of the immediately preceding sentence, the Class Majority Lenders (with approval of the Borrower and the Service Providers, not to be unreasonably withheld or delayed) shall promptly appoint a successor Administrative Agent by written instrument, in duplicate, one copy of which instrument shall be delivered to the Administrative Agent so appointed by removed and the Majority Banks and other copy of which instrument shall be delivered to the successor Administrative Agent. The Borrower shall reimburse the removed Administrative Agent pursuant to the Flow of Funds for all expenses which shall have accepted been incurred by such appointment removed Administrative Agent in accordance with this Agreement and (y) 30 days after the delivery of the removal notice in writing other Transaction Documents prior to the Borrowers and such Defaulting Agent (such date, the “Removal Effective Date”). Upon the Removal Effective Date and regardless effective date of whether a successor Agent has been appointed and accepted such appointment, the removal of such Defaulting Agent shall become effective and (i) such Defaulting Agent shall be discharged from its duties and obligations as Agent hereunder and (ii) all payments, communications and determinations provided to be made by, to or through the Agent shall instead be made by or to each Bank directly, until such time as the Majority Banks appoint a successor Agent as provided for above in this clause (b)removed Administrative Agent. (c) Upon the acceptance of a successor’s appointment as Agent hereunder, such successor shall succeed to and become vested with all Any resignation or removal of the rights, powers, privileges Administrative Agent and duties as Agent appointment of the retiring (or retired) or removed Agent, and the retiring or removed Agent shall be discharged from all of its duties and obligations as Agent hereunder (if not already discharged therefrom as provided above in this Section 7.06). The fees payable by the Borrowers to a successor Agent shall be the same as those payable pursuant to its predecessor unless otherwise agreed between the Borrowers and such successor. After the retiring or removed Agent’s resignation or removal hereunder, or any retiring Local Currency Agent’s resignation or removal under the Local Currency Addendum, or any retiring Japan Local Currency Agent’s resignation or removal under the Japan Local Currency Addendum, of the provisions of this Article VII and Section 8.04 14.8 shall continue not become effective until acceptance of appointment by the successor agent as provided in effect for the benefit of such retiring or removed Agent, Local Currency Agent or Japan Local Currency Agent, its sub‑agents and their respective Related Parties in respect of any actions taken or omitted to be taken by any of them while the retiring or removed Agent was acting as Agent, the retiring Local Currency Agent was acting as Local Currency Agent or the retiring Japan Local Currency Agent was acting as Japan Local Currency AgentSection 14.9.

Resignation or Removal of Agent. (a) The Subject to the appointment and acceptance of a successor Agent as provided below, Agent may resign at any time give by giving notice of its resignation thereof to the Banks Lenders and Borrower, and Agent may be removed at any time with or without cause by the BorrowersMajority Lenders at any time that Agent is a Defaulting Lender or an Event of Default has occurred which is continuing; provided, that Agent shall continue as Agent until such time as any successor shall have accepted appointment as Agent hereunder. Upon receipt of any such notice of resignationresignation or removal, (i) the Majority Banks Lenders without the consent of Borrower shall have the right, in consultation with the Borrowers, right to appoint a successor, successor Agent so long as such successor Agent is also a Lender at the time of such appointment and (ii) the Majority Lenders shall have the right to appoint a successor Agent that is not a Lender at the time of such appointment so long as Borrower consents to such appointment (which consent shall not be a bank with an office in the United States, or an Affiliate of any such bank with an office in the United Statesunreasonably withheld). If no such successor Agent shall have been so appointed by the Majority Banks Lenders and shall have accepted such appointment within 60 30 days after the retiring Agent gives Agent’s giving of notice of its resignation (such 60-day period, or the “Bank Appointment Period”)Majority Lenders’ removal of the retiring Agent, then the retiring Agent may on behalf of the Banks, appoint a successor Agent meeting the qualifications set forth above. In addition and without any obligation on the part of the retiring Agent to appointmay, on behalf of the BanksLenders, appoint a successor Agent. Any successor Agent shall be a bank which has an office in the United States and a combined capital and surplus of at least $250,000,000. Upon the acceptance of any appointment as Agent hereunder by a successor Agent, such successor Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring Agent may at any time upon or after the end of the Bank Appointment Period notify the Borrowers and the Banks that no qualifying Person has accepted appointment as successor Agent and the effective date of such retiring Agent’s resignation which effective date shall be no earlier than three business days after the date of such notice. Upon the resignation effective date established in such notice and regardless of whether a successor Agent has been appointed and accepted such appointment, the retiring Agent’s resignation shall nonetheless become effective and (i) the retiring Agent shall be discharged from its duties and obligations as Agent hereunder and (ii) all payments, communications and determinations provided to be made by, to or through the Agent shall instead be made by or to each Bank directly, until such time as the Majority Banks appoint a successor Agent as provided for above in this clause (a). (b) If the Person serving as Agent is a Defaulting Bank pursuant to clause (iv) of the definition thereof (such Person, a “Defaulting Agent”), the Majority Banks may, by notice in writing to the Borrowers and such Defaulting Agent, remove such Defaulting Agent as Agent and, in consultation with the Borrowers, appoint a successor, which shall be a bank with an office in the United States, or an Affiliate of under any such bank with an office in the United Statesother Loan Documents. Such Defaulting Agent’s removal shall become effective upon the earlier of (x) the date that a qualifying Person shall have been so appointed by the Majority Banks and shall have accepted such appointment and (y) 30 days after the delivery of the removal notice in writing to the Borrowers and such Defaulting Agent (such date, the “Removal Effective Date”). Upon the Removal Effective Date and regardless of whether a successor Agent has been appointed and accepted such appointment, the removal of such Defaulting Agent shall become effective and (i) such Defaulting Agent shall be discharged from its duties and obligations as Agent hereunder and (ii) all payments, communications and determinations provided to be made by, to or through the Agent shall instead be made by or to each Bank directly, until such time as the Majority Banks appoint a successor Agent as provided for above in this clause (b). (c) Upon the acceptance of a successor’s appointment as Agent hereunder, such successor shall succeed to and become vested with all of the rights, powers, privileges and duties as Agent of the retiring (or retired) or removed Agent, and the retiring or removed Agent shall be discharged from all of its duties and obligations as Agent hereunder (if not already discharged therefrom as provided above in this Section 7.06). The fees payable by the Borrowers to a successor Agent shall be the same as those payable promptly specify by notice to Borrower its predecessor unless otherwise agreed between the Borrowers and such successorPrincipal Office. After the any retiring or removed Agent’s resignation or removal hereunder, or any retiring Local Currency hereunder as Agent’s resignation or removal under the Local Currency Addendum, or any retiring Japan Local Currency Agent’s resignation or removal under the Japan Local Currency Addendum, the provisions of this Article VII and Section 8.04 10 shall continue in effect for the its benefit of such retiring or removed Agent, Local Currency Agent or Japan Local Currency Agent, its sub‑agents and their respective Related Parties in respect of any actions taken or omitted to be taken by any of them it while the retiring or removed Agent it was acting as Agent, the retiring Local Currency Agent was acting as Local Currency Agent or the retiring Japan Local Currency Agent was acting as Japan Local Currency Agent.

Resignation or Removal of Agent. (a) The Subject to the provisions of subsection (c) of this Section 14.8, any Person acting as Administrative Agent may at any time give resign as Administrative Agent under this Agreement and the other Transaction Documents by giving thirty (30) days’ written notice of its resignation thereof to the Banks Servicer, the Borrower and each of the BorrowersFunding Agents. Upon receipt of any receiving such notice of resignation, the Majority Banks Class A Requisite Lenders (with approval of the Borrower and the Servicer, not to be unreasonably withheld or delayed) shall have the rightpromptly appoint a successor Administrative Agent by written instrument, in consultation with the Borrowersduplicate, to appoint a successor, one copy of which instrument shall be a bank with an office in delivered to the United States, or an Affiliate resigning Administrative Agent and the other copy of any such bank with an office in which instrument shall be delivered to the United Statessuccessor Administrative Agent. If no such successor Administrative Agent shall have been so appointed by the Majority Banks and shall have accepted such appointment within 60 thirty (30) days after the retiring Agent gives giving of such notice of its resignation (such 60-day periodresignation, the “Bank Appointment Period”), then the retiring resigning Administrative Agent may on behalf petition any court of competent jurisdiction for the Banks, appoint appointment of a successor Administrative Agent. The Borrower shall reimburse the resigning Administrative Agent meeting pursuant to the qualifications set forth above. In addition and without any obligation on the part Flow of the retiring Funds for all expenses that shall have been incurred by such resigning Administrative Agent to appoint, on behalf of the Banks, a successor Agent, the retiring Agent may at any time upon or after the end of the Bank Appointment Period notify the Borrowers in accordance with this Agreement and the Banks that no qualifying Person has accepted appointment as successor Agent and other Transaction Documents prior to the effective date of such retiring Agent’s resignation which effective date shall be no earlier than three business days after the date of such notice. Upon the resignation effective date established in such notice and regardless of whether a successor Agent has been appointed and accepted such appointment, the retiring resigning Administrative Agent’s resignation shall nonetheless become effective and (i) the retiring Agent shall be discharged from its duties and obligations as Agent hereunder and (ii) all payments, communications and determinations provided to be made by, to or through the Agent shall instead be made by or to each Bank directly, until such time as the Majority Banks appoint a successor Agent as provided for above in this clause (a). (b) If at any time the Person serving as Administrative Agent is shall be legally unable to act, or shall be adjudged a Defaulting Bank pursuant to clause (iv) bankrupt or insolvent or a receiver of the definition thereof Administrative Agent or of its property shall be appointed or any public officer shall take charge or control of the Administrative Agent or of its property or affairs for the purpose of rehabilitation, conservation or liquidation, then the Funding Agents shall remove the Administrative Agent. If at any time the Administrative Agent shall have breached or failed to perform its obligations hereunder, then the Class A Requisite Lenders (such Person, a “Defaulting Agent”), the Majority Banks may, by notice in writing calculated without reference to the Borrowers Class A Advances, if any, of the Administrative Agent and such Defaulting its Affiliates) shall have the right to remove the Administrative Agent, remove such Defaulting . If the Administrative Agent as Agent and, in consultation with the Borrowers, 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. Such Defaulting Agent’s removal shall become effective upon the earlier of (x) the date that a qualifying Person shall have been removed under the authority of either of the two immediately preceding sentences, the Class A Requisite Lenders (calculated including the Class A Advances, if any, of the Administrative Agent and its Affiliates and with the approval of the Borrower and the Servicer, not to be unreasonably withheld or delayed) shall promptly appoint a successor Administrative Agent by written instrument, in duplicate, one copy of which instrument shall be delivered to the Administrative Agent so appointed by removed and the Majority Banks and other copy of which instrument shall be delivered to the successor Administrative Agent; provided that, the successor Administrative Agent shall not be an entity which, at the time of becoming Administrative Agent hereunder, is listed on Schedule V hereto as a competitor of Avolon unless the Borrower has otherwise consented to such specific competitor entity becoming the successor Administrative Agent. The Borrower shall reimburse the removed Administrative Agent pursuant to the Flow of Funds for all expenses which shall have accepted been incurred by such appointment removed Administrative Agent in accordance with this Agreement and (y) 30 days after the delivery of the removal notice in writing other Transaction Documents prior to the Borrowers and such Defaulting Agent (such date, the “Removal Effective Date”). Upon the Removal Effective Date and regardless effective date of whether a successor Agent has been appointed and accepted such appointment, the removal of such Defaulting Agent shall become effective and (i) such Defaulting Agent shall be discharged from its duties and obligations as Agent hereunder and (ii) all payments, communications and determinations provided to be made by, to or through the Agent shall instead be made by or to each Bank directly, until such time as the Majority Banks appoint a successor Agent as provided for above in this clause (b)removed Administrative Agent. (c) Upon the acceptance of a successor’s appointment as Agent hereunder, such successor shall succeed to and become vested with all of the rights, powers, privileges and duties as Agent of the retiring (or retired) or removed Agent, and the retiring or removed Agent shall be discharged from all of its duties and obligations as Agent hereunder (if not already discharged therefrom as provided above in this Section 7.06). The fees payable by the Borrowers to a successor Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Borrowers and such successor. After the retiring or removed Agent’s Any resignation or removal hereunder, or of the Administrative Agent and appointment of a successor Administrative Agent pursuant to any retiring Local Currency Agent’s resignation or removal under the Local Currency Addendum, or any retiring Japan Local Currency Agent’s resignation or removal under the Japan Local Currency Addendum, of the provisions of this Article VII and Section 8.04 14.8 shall continue not become effective until acceptance of appointment by the successor agent as provided in effect for the benefit of such retiring or removed Agent, Local Currency Agent or Japan Local Currency Agent, its sub‑agents and their respective Related Parties in respect of any actions taken or omitted to be taken by any of them while the retiring or removed Agent was acting as Agent, the retiring Local Currency Agent was acting as Local Currency Agent or the retiring Japan Local Currency Agent was acting as Japan Local Currency AgentSection 14.9.

Resignation or Removal of Agent. (a) The Subject to the appointment and acceptance of a successor Agent as provided below, the Agent may resign at any time give by giving notice thereof to the Lenders and the Borrower, and the Agent may be removed at any time with or without cause by the Required Lenders. If a Lender which is serving as Agent assigns all of its resignation rights and interests hereunder pursuant to Section 9.08 hereof, such assignment shall operate as, and shall be deemed notice to the Banks other Lenders and to the BorrowersBorrower of, the Agent's resignation. Upon receipt of any such notice of resignationresignation or removal, the Majority Banks Required Lenders or their respective assignees shall have the right, in consultation with the Borrowers, right to appoint a successor, which shall be a bank with an office in the United States, or an Affiliate of any such bank with an office in the United Statessuccessor Agent. If no such successor Agent shall have been so appointed by the Majority Banks Required Lenders or their respective assignees and shall have accepted such appointment within 60 30 days after the retiring Agent gives Agent's notice of its resignation (such 60-day periodresignation, the “Bank Appointment Period”)Required Lenders' removal of the retiring Agent, or the retiring Agent's notice of assignment, then the retiring Retiring Agent may on behalf of the Banks, appoint a successor Agent meeting the qualifications set forth above. In addition and without any obligation on the part of the retiring Agent to appointmay, on behalf of the BanksLenders, appoint a successor Agent. Upon the acceptance of any appointment as Agent hereunder by a successor Agent, the retiring Agent may at any time upon or after the end of the Bank Appointment Period notify the Borrowers and the Banks that no qualifying Person has accepted appointment as such successor Agent shall thereupon succeed to and become vested with all the effective date rights, powers, privileges and duties of such retiring Agent’s resignation which effective date shall be no earlier than three business days after the date of such notice. Upon the resignation effective date established in such notice and regardless of whether a successor Agent has been appointed and accepted such appointment, the retiring Agent’s resignation shall nonetheless become effective , and (i) the retiring Agent shall be discharged from its duties and obligations hereunder. Notwithstanding the foregoing, if each Lender shall assign all of its respective rights and interests hereunder pursuant to Section 9.08 hereof to the assignee or assignees, then such assignee or assignees, or their respective designee, shall automatically be deemed to be, and shall have all of the powers, rights and privileges of, the Agent as of the effective date of such assignment unless and until the Required Lenders remove such assignee or assignees as Agent hereunder and (ii) all payments, communications and determinations provided to be made by, to or through the Agent shall instead be made by or to each Bank directly, until such time as the Majority Banks appoint a successor Successor Agent as provided for above in this clause (a). (b) If the Person serving as Agent is a Defaulting Bank pursuant to clause (iv) of the definition thereof (such Person, a “Defaulting Agent”), the Majority Banks may, by notice in writing to the Borrowers and such Defaulting Agent, remove such Defaulting Agent as Agent and, in consultation with the Borrowers, 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. Such Defaulting Agent’s removal shall become effective upon the earlier of (x) the date that a qualifying Person shall have been so appointed by the Majority Banks and shall have accepted such appointment and (y) 30 days after the delivery of the removal notice in writing to the Borrowers and such Defaulting Agent (such date, the “Removal Effective Date”). Upon the Removal Effective Date and regardless of whether a successor Agent has been appointed and accepted such appointment, the removal of such Defaulting Agent shall become effective and (i) such Defaulting Agent shall be discharged from its duties and obligations as Agent hereunder and (ii) all payments, communications and determinations provided to be made by, to or through the Agent shall instead be made by or to each Bank directly, until such time as the Majority Banks appoint a successor Agent as provided for above in this clause (b). (c) Upon the acceptance of a successor’s appointment as Agent hereunder, such successor shall succeed to and become vested with all of the rights, powers, privileges and duties as Agent of the retiring (or retired) or removed Agent, and the retiring or removed Agent shall be discharged from all of its duties and obligations as Agent hereunder (if not already discharged therefrom as provided above in this Section 7.06). The fees payable by the Borrowers to a successor Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Borrowers and such successorabove. After the any retiring or removed Agent’s 's resignation or removal hereunder, or any retiring Local Currency hereunder as Agent’s resignation or removal under the Local Currency Addendum, or any retiring Japan Local Currency Agent’s resignation or removal under the Japan Local Currency Addendum, the provisions of this Article VII and Section 8.04 shall continue in effect for the its benefit of such retiring or removed Agent, Local Currency Agent or Japan Local Currency Agent, its sub‑agents and their respective Related Parties in respect of any actions taken or omitted to be taken by any of them it while the retiring or removed Agent it was acting as Agent, the retiring Local Currency Agent was acting as Local Currency Agent or the retiring Japan Local Currency Agent was acting as Japan Local Currency Agenthereunder.

Resignation or Removal of Agent. Subject to the appointment and acceptance of a successor Administrative Agent as provided below, (ai) The Administrative Agent may resign at any time give by giving notice thereof to the Lenders and Borrower, (ii) Administrative Agent may be removed at any time with or without cause by the Required Lenders and (iii) Administrative Agent may be removed by Lenders holding at least 50% of the aggregate unpaid principal amount of the Loans (the "Majority Lenders") in the event of Administrative Agent's gross negligence or willful misconduct or a material breach by Administrative Agent in the performance of its obligations under the terms of this Agreement, which gross negligence, willful misconduct or material breach is not cured or discontinued by Administrative Agent with reasonable promptness following its receipt of written notice of its resignation to such breach from one of the Banks and the BorrowersLenders. Upon receipt of any such notice resignation or removal, the Required Lenders (or, in the case of resignationa removal under clause (iii) of this Section 11.09, the Majority Banks Lenders) shall have the right, in consultation with the Borrowers, right to appoint a successorsuccessor Administrative Agent, which successor Administrative Agent shall be a bank with approved by Borrower (such approval not to be unreasonably withheld or delayed and provided, however, that if an office in the United StatesEvent of Default shall exist, or an Affiliate no such consent of any such bank with an office in the United StatesBorrower shall be required). If no such successor Administrative Agent shall have been so appointed by the Required Lenders (or, in the case of a removal under clause (iii) of this Section 11.09, the Majority Banks and Lenders) or shall have accepted such appointment within 60 thirty (30) days after the retiring Agent gives Administrative Agent's giving of notice of its resignation (such 60-day periodor the Required Lenders' or the Majority Lenders', as the “Bank Appointment Period”)case may be, removal of the retiring Administrative Agent, then the retiring Administrative Agent may on behalf of the Banks, appoint a successor Agent meeting the qualifications set forth above. In addition and without any obligation on the part of the retiring Agent to appointmay, on behalf of the BanksLenders, appoint a successor Administrative Agent, the retiring Agent may at any time upon or after the end of the Bank Appointment Period notify the Borrowers and the Banks that no qualifying Person has accepted appointment as successor Agent and the effective date of such retiring Agent’s resignation which effective date shall be a bank or other financial institution that has an office in New York, New York and that has a combined capital and surplus of at least $50,000,000 and that shall be approved by Borrower (such approval not to be unreasonably withheld or delayed and provided, however, that if an Event of Default shall exist, no earlier than three business days after the date such consent of such noticeBorrower shall be required). Upon the resignation effective date established in such notice and regardless acceptance of whether any appointment as Administrative Agent hereunder by a successor Administrative Agent, such successor Administrative Agent has been appointed shall thereupon succeed to and accepted such appointmentbecome vested with all the rights, powers, privileges and duties of the retiring Administrative Agent’s resignation shall nonetheless become effective , and (i) the retiring Administrative Agent shall be discharged from its duties and obligations as Agent hereunder and (ii) all payments, communications and determinations provided to be made by, to or through the Agent shall instead be made by or to each Bank directly, until such time as the Majority Banks appoint a successor Agent as provided for above in this clause (a). (b) If the Person serving as Agent is a Defaulting Bank pursuant to clause (iv) of the definition thereof (such Person, a “Defaulting Agent”), the Majority Banks may, by notice in writing to the Borrowers and such Defaulting Agent, remove such Defaulting Agent as Agent and, in consultation with the Borrowers, 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. Such Defaulting Agent’s removal shall become effective upon the earlier of (x) the date that a qualifying Person shall have been so appointed by the Majority Banks and shall have accepted such appointment and (y) 30 days after the delivery of the removal notice in writing to the Borrowers and such Defaulting Agent (such date, the “Removal Effective Date”). Upon the Removal Effective Date and regardless of whether a successor Agent has been appointed and accepted such appointment, the removal of such Defaulting Agent shall become effective and (i) such Defaulting Agent shall be discharged from its duties and obligations as Agent hereunder and (ii) all payments, communications and determinations provided to be made by, to or through the Agent shall instead be made by or to each Bank directly, until such time as the Majority Banks appoint a successor Agent as provided for above in this clause (b). (c) Upon the acceptance of a successor’s appointment as Agent hereunder, such successor shall succeed to and become vested with all of the rights, powers, privileges and duties as Agent of the retiring (or retired) or removed Agent, and the retiring or removed Agent shall be discharged from all of its duties and obligations as Agent hereunder (if not already discharged therefrom as provided above in this Section 7.06). The fees payable by the Borrowers to a successor Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Borrowers and such successor. After the any retiring or removed Administrative Agent’s 's resignation or removal hereunder, or any retiring Local Currency hereunder as Administrative Agent’s resignation or removal under the Local Currency Addendum, or any retiring Japan Local Currency Agent’s resignation or removal under the Japan Local Currency Addendum, the provisions of this Article VII and Section 8.04 11 shall continue in effect for the its benefit of such retiring or removed Agent, Local Currency Agent or Japan Local Currency Agent, its sub‑agents and their respective Related Parties in respect of any actions taken or omitted to be taken by any of them it while the retiring or removed Agent it was acting as Agent, the retiring Local Currency Agent was acting as Local Currency Agent or the retiring Japan Local Currency Agent was acting as Japan Local Currency Administrative Agent.

Resignation or Removal of Agent. (a) The Agent may at any time (a) give notice of its resignation to the Banks Lenders, the L/C Issuer and the BorrowersBorrower or (b) be removed by written notice of the Requisite Lenders with the consent of the Borrower if the Agent engages in gross negligence or willful misconduct in the performance of its duties under the Loan Documents, as determined by a court of competent jurisdiction by a final and non-appealable judgment, and such resignation or removal shall become effective upon the earlier of the appointment of a successor Agent (and acceptance of such appointment by such successor) as set forth below or 30 days after the delivery of such notice of resignation by the Agent or such notice of removal by the Requisite Lenders, as applicable. The Agent shall also submit a notice of resignation at the request of the Requisite Lenders if the Agent assigns all of its Commitments and Loans pursuant to §18. Upon receipt of any such notice of resignationresignation or delivery of such notice of removal, the Majority Banks Requisite Lenders shall have the right, in consultation with the BorrowersBorrower, to appoint a successor, which shall be a bank with an office in the United States, or an Affiliate of any such bank with an office in the United States. If no such successor shall have been so appointed by the Majority Banks Requisite Lenders and shall have accepted such appointment within 60 30 days after the retiring Agent gives notice of its resignation (such 60-day period, or the “Bank Appointment Period”)Agent receives notice of its removal from the Requisite Lenders, then the retiring or removed Agent may on behalf of the BanksLenders and the L/C Issuer, appoint a successor Agent meeting the qualifications set forth above. In addition and without any obligation on ; provided that if the part of the retiring Agent to appoint, on behalf of the Banks, a successor Agent, the retiring Agent may at any time upon or after the end of the Bank Appointment Period shall notify the Borrowers Borrower and the Banks Lenders that no qualifying Person has accepted appointment as successor Agent and the effective date of such retiring Agent’s resignation which effective date shall be no earlier than three business days after the date of such notice. Upon the resignation effective date established in such notice and regardless of whether a successor Agent has been appointed and accepted such appointment, the retiring Agent’s then such resignation or removal shall nonetheless become effective in accordance with such notice and (i1) the retiring or removed Agent shall be discharged from its duties and obligations as Agent hereunder and under the other Loan Documents and (ii2) all payments, communications and determinations provided to be made by, to or through the Agent (except any Agent fees, and a pro-rated portion of any such fees paid in advance to the Agent which relate to any period after resignation shall be promptly refunded to the Borrower) shall instead be made by or to each Bank Lender and the L/C Issuer directly, until such time as the Majority Banks Requisite Lenders appoint a successor Agent as provided for above in this clause (a). (b) If the Person serving as Agent is a Defaulting Bank pursuant to clause (iv) of the definition thereof (such Person, a “Defaulting Agent”), the Majority Banks may, by notice in writing to the Borrowers and such Defaulting Agent, remove such Defaulting Agent as Agent and, in consultation with the Borrowers, 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 StatesSection. Such Defaulting Agent’s removal shall become effective upon the earlier of (x) the date that a qualifying Person shall have been so appointed by the Majority Banks and shall have accepted such appointment and (y) 30 days after the delivery of the removal notice in writing to the Borrowers and such Defaulting Agent (such date, the “Removal Effective Date”). Upon the Removal Effective Date and regardless of whether a successor Agent has been appointed and accepted such appointment, the removal of such Defaulting Agent shall become effective and (i) such Defaulting Agent shall be discharged from its duties and obligations as Agent hereunder and (ii) all payments, communications and determinations provided to be made by, to or through the Agent shall instead be made by or to each Bank directly, until such time as the Majority Banks appoint a successor Agent as provided for above in this clause (b). (c) Upon the acceptance of a successor’s appointment as Agent hereunder, such successor shall succeed to and become vested with all of the rights, powers, privileges and duties as Agent of the retiring (or retired) or removed Agent, and the retiring or removed Agent shall be discharged from all of its duties and obligations as Agent hereunder or under the other Loan Documents (if not already discharged therefrom as provided above in this Section 7.06Section). The fees payable by the Borrowers Borrower to a successor Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Borrowers Borrower and such successor. After the retiring or removed Agent’s resignation or removal hereunder, or any retiring Local Currency Agent’s resignation or removal hereunder and under the Local Currency Addendum, or any retiring Japan Local Currency Agent’s resignation or removal under the Japan Local Currency Addendumother Loan Documents, the provisions of this Article VII and Section 8.04 §15 shall continue in effect for the benefit of such retiring or removed Agent, Local Currency Agent or Japan Local Currency Agent, its sub‑agents sub-agents and their respective Related Parties in respect of any actions taken or omitted to be taken by any of them while the retiring or removed Agent was acting as Agent. Any resignation or removal by Bank of America as Agent pursuant to this Section shall also constitute its resignation or removal as L/C Issuer and Swingline Lender. Upon the acceptance of a successor’s appointment as Agent hereunder, (a) such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring Local Currency Agent was acting as Local Currency Agent or removed L/C Issuer and Swingline Lender, (b) the retiring Japan Local Currency Agent was acting as Japan Local Currency Agentor removed L/C Issuer and Swingline Lender shall be discharged from all of their respective duties and obligations hereunder or under the other Loan Documents, and (c) the successor L/C Issuer shall issue letters of credit in substitution for the Letters of Credit, if any, outstanding at the time of such succession or make other arrangements satisfactory to the retiring or removed L/C Issuer to effectively assume the obligations of the retiring or removed L/C Issuer with respect to such Letters of Credit.

Resignation or Removal of Agent. (a) The Any Agent may resign from the performance of all its functions and duties hereunder and/or under the other Financing Documents at any time give by giving thirty (30) days’ prior notice to the Borrowers and the Lenders. Any Agent may be removed at any time by the Required Lenders. Such resignation or removal shall take effect upon the appointment of a successor Agent, in accordance with this Section 10.06. (b) Upon any notice of its resignation to by any Agent or upon the Banks and the Borrowers. Upon receipt removal of any such notice of resignationAgent by the Required Lenders, the Majority Banks Required Lenders shall have the right, in consultation with the Borrowers, to appoint a successor, which shall be a bank with an office in the United States, or an Affiliate of any such bank with an office in the United States. If no such successor shall have been so appointed by the Majority Banks and shall have accepted such appointment within 60 days after the retiring Agent gives notice of its resignation (such 60-day period, the “Bank Appointment Period”), then the retiring Agent may on behalf of the Banks, appoint a successor Agent meeting the qualifications set forth above. In addition hereunder and without any obligation on the part of the retiring Agent to appoint, on behalf of the Banks, a successor Agent, the retiring Agent may at any time upon or after the end of the Bank Appointment Period notify the Borrowers and the Banks that no qualifying Person has accepted appointment as successor Agent and the effective date of such retiring Agent’s resignation which effective date under each other Financing Document who shall be a commercial bank having a combined capital and surplus of at least two hundred fifty million Dollars ($250,000,000). (c) If no earlier than three business days after the date of such notice. Upon the resignation effective date established in such notice and regardless of whether a successor Agent has been appointed and accepted within thirty (30) days after the date such appointmentnotice of resignation was given by such Agent or the Required Lenders elected to remove such Agent, any Senior Secured Party may petition any court of competent jurisdiction for the retiring appointment of a successor Agent’s resignation shall nonetheless become effective and (i) the retiring Agent shall be discharged from its duties and obligations . Such court may thereupon, after such notice, if any, as Agent hereunder and (ii) all paymentsit may deem proper, communications and determinations provided to be made by, to or through the Agent shall instead be made by or to each Bank directly, until such time as the Majority Banks appoint a successor Agent Agent, as applicable, who shall serve as Agent, hereunder and under each other Financing Document until such time, if any, as the Required Lenders appoint a successor Agent, as provided for above in this clause (a)above. (b) If the Person serving as Agent is a Defaulting Bank pursuant to clause (iv) of the definition thereof (such Person, a “Defaulting Agent”), the Majority Banks may, by notice in writing to the Borrowers and such Defaulting Agent, remove such Defaulting Agent as Agent and, in consultation with the Borrowers, 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. Such Defaulting Agent’s removal shall become effective upon the earlier of (x) the date that a qualifying Person shall have been so appointed by the Majority Banks and shall have accepted such appointment and (y) 30 days after the delivery of the removal notice in writing to the Borrowers and such Defaulting Agent (such date, the “Removal Effective Date”). Upon the Removal Effective Date and regardless of whether a successor Agent has been appointed and accepted such appointment, the removal of such Defaulting Agent shall become effective and (i) such Defaulting Agent shall be discharged from its duties and obligations as Agent hereunder and (ii) all payments, communications and determinations provided to be made by, to or through the Agent shall instead be made by or to each Bank directly, until such time as the Majority Banks appoint a successor Agent as provided for above in this clause (b). (cd) Upon the acceptance of a successor’s appointment as Agent hereunder, such successor shall succeed to and become vested with all of the rights, powers, privileges and duties as Agent of the retiring (or retiredremoved) or removed Agent, and the retiring (or removed removed) Agent shall be discharged from all of its duties and obligations as Agent hereunder (if not already discharged therefrom as provided above in this Section 7.06). The fees payable by or under the Borrowers to a successor Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Borrowers and such successorother Financing Documents. After the retiring or removed Agent’s resignation retirement or removal hereunder, or of any retiring Local Currency Agent’s resignation or removal Agent hereunder and under the Local Currency Addendum, or any retiring Japan Local Currency Agent’s resignation or removal under the Japan Local Currency Addendumother Financing Documents, the provisions of this Article VII and Section 8.04 X shall continue in effect for the benefit of such retiring (or removed Agent, Local Currency Agent or Japan Local Currency removed) Agent, its sub‑agents sub agents and their respective Related Parties in respect of any actions taken or omitted to be taken by any of them while the retiring or removed Agent was acting as Agent. (e) If a retiring or removed Agent is the Accounts Bank, such Accounts Bank will promptly transfer all of the Project Accounts and the Accounts Property to the possession or control of the successor Accounts Bank and will execute and deliver such notices, instructions and assignments as may be reasonably necessary or desirable to transfer the rights of the Accounts Bank with respect to the Project Accounts and the Accounts Property to the successor Accounts Bank. (f) If a retiring Local Currency or removed Agent was acting is the Collateral Agent, such Collateral Agent will promptly transfer any Collateral in the possession or control of such Collateral Agent to the successor Collateral Agent and will execute and deliver such notices, instructions and assignments as Local Currency may be reasonably necessary or desirable to transfer the rights of the Collateral Agent or with respect to such Collateral property to the retiring Japan Local Currency Agent was acting as Japan Local Currency successor Collateral Agent.

Resignation or Removal of Agent. (a) The Agent may resign (or be removed by the Required Purchasers) as Agent at any time give by giving thirty (30) days advance notice of its resignation thereof to the Banks Purchasers and the Borrowers. Upon receipt of any such notice of resignationIssuer and, the Majority Banks shall have the right, in consultation with the Borrowers, to appoint a successor, which shall be a bank with an office in the United States, or an Affiliate of any such bank with an office in the United States. If no such successor shall have been so appointed by the Majority Banks and shall have accepted such appointment within 60 days after the retiring Agent gives notice of its resignation (such 60-day period, the “Bank Appointment Period”), then the retiring Agent may on behalf of the Banks, appoint a successor Agent meeting the qualifications set forth above. In addition and without any obligation on the part of the retiring Agent to appoint, on behalf of the Banks, a successor Agentthereafter, the retiring Agent may at any time upon or after the end of the Bank Appointment Period notify the Borrowers and the Banks that no qualifying Person has accepted appointment as successor Agent and the effective date of such retiring Agent’s resignation which effective date shall be no earlier than three business days after the date of such notice. Upon the resignation effective date established in such notice and regardless of whether a successor Agent has been appointed and accepted such appointment, the retiring Agent’s resignation shall nonetheless become effective and (i) the retiring removed Agent shall be discharged from its duties and obligations hereunder. Upon any such resignation or removal, the Required Purchasers shall have the right, subject to the approval of the Issuer (so long as Agent hereunder no Event of Default has occurred and (ii) all payments, communications and determinations provided is continuing; such approval not to be made byunreasonably withheld), to or through the Agent shall instead be made by or to each Bank directly, until such time as the Majority Banks appoint a successor Agent. If no successor Agent as provided for above in this clause (a). (b) If the Person serving as Agent is a Defaulting Bank pursuant to clause (iv) of the definition thereof (such Person, a “Defaulting Agent”), the Majority Banks may, by notice in writing to the Borrowers and such Defaulting Agent, remove such Defaulting Agent as Agent and, in consultation with the Borrowers, 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. Such Defaulting Agent’s removal shall become effective upon the earlier of (x) the date that a qualifying Person shall have been so appointed by the Majority Banks Required Purchasers, been approved (so long as no Event of Default has occurred and shall is continuing) by the Issuer or have accepted such appointment and within thirty (y30) 30 days after the delivery Agent’s giving of notice of resignation or the Required Purchasers’ giving of notice of removal, as applicable, then the Agent may, on behalf of the removal notice in writing Purchasers, appoint a successor Agent reasonably acceptable to the Borrowers Issuer (so long as no Default or Event of Default has occurred and such Defaulting Agent (such date, the “Removal Effective Date”is continuing). Upon the Removal Effective Date and regardless of whether a successor Agent has been appointed and accepted such appointment, the removal of such Defaulting Agent shall become effective and (i) such Defaulting Agent shall be discharged from its duties and obligations as Agent hereunder and (ii) all payments, communications and determinations provided to be made by, to or through the Agent shall instead be made by or to each Bank directly, until such time as the Majority Banks appoint a successor Agent as provided for above in this clause (b). (c) Upon the acceptance of a successor’s any appointment as Agent hereunderby a successor Agent, such successor Agent shall thereupon succeed to and become vested with all of the rights, powers, privileges and duties as Agent of the retiring (or retired) or removed Agent, and the retiring or removed Agent shall be discharged from all of its duties and obligations as Agent hereunder (if not already discharged therefrom as provided above in this Section 7.06). The fees payable by the Borrowers to a successor Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Borrowers and such successor. After the retiring or removed Agent’s resignation or removal hereunder, or . After any retiring Local Currency Agent’s resignation or removal under the Local Currency Addendum, or any retiring Japan Local Currency hereunder as Agent’s resignation or removal under the Japan Local Currency Addendum, the provisions of this Article VII and Section 8.04 11.06 shall continue in effect for the its benefit of such retiring or removed Agent, Local Currency Agent or Japan Local Currency Agent, its sub‑agents and their respective Related Parties in respect of any actions taken or omitted to be taken by any of them it while the retiring or removed Agent it was acting as Agent. If no successor has accepted appointment as Agent by the date which is thirty (30) days following a retiring Agent’s notice of resignation or the Required Purchasers’ giving of notice of removal, as applicable, the retiring Local Currency Agent’s resignation or removal shall nevertheless thereupon become effective and the Required Purchasers shall perform all of the duties of the Agent was acting hereunder until such time, if any, as Local Currency the Required Purchasers appoint a successor agent as provided for above. In the event that a new Agent or is appointed and such Agent is not an Affiliate of the retiring Japan Local Currency holders of a majority in interest of the Notes, then the Issuer shall agree to pay to such Agent was acting as Japan Local Currency Agentthe fees and expenses (such fees to be payable annually in advance) that such Agent may reasonably request in connection with its appointment and service.

Resignation or Removal of Agent. (a) The Any Agent may resign from the performance of all its functions and duties hereunder and/or under the other Financing Documents at any time give by giving thirty (30) days’ prior notice to the Borrowers and the Lenders. Any Agent may be removed at any time by the Required Lenders. Such resignation or removal shall take effect upon the appointment of a successor Agent, in accordance with this Section 10.06. (b) Upon any notice of its resignation by any Agent or upon the removal of any Agent by the Required Lenders, the Required Lenders shall, so long as no Default or Event of Default has occurred and is continuing, with the consent (not to the Banks and be unreasonably withheld or delayed) of the Borrowers. Upon receipt of any such notice of resignation, the Majority Banks shall have the right, in consultation with the Borrowers, to appoint a successor, which shall be a bank with an office in the United States, or an Affiliate of any such bank with an office in the United States. If no such successor shall have been so appointed by the Majority Banks and shall have accepted such appointment within 60 days after the retiring Agent gives notice of its resignation (such 60-day period, the “Bank Appointment Period”), then the retiring Agent may on behalf of the Banks’ Agent, appoint a successor Agent meeting the qualifications set forth above. In addition hereunder and without any obligation on the part of the retiring Agent to appoint, on behalf of the Banks, a successor Agent, the retiring Agent may at any time upon or after the end of the Bank Appointment Period notify the Borrowers and the Banks that no qualifying Person has accepted appointment as successor Agent and the effective date of such retiring Agent’s resignation which effective date under each other Financing Document who shall be a commercial bank having a combined capital and surplus of at least two hundred fifty million Dollars ($250,000,000). (c) If no earlier than three business days after the date of such notice. Upon the resignation effective date established in such notice and regardless of whether a successor Agent has been appointed and accepted by the Required Lenders within thirty (30) days after the date such appointmentnotice of resignation was given by such Agent or the Required Lenders elected to remove such Agent, any Senior Secured Party may petition any court of competent jurisdiction for the retiring appointment of a successor Agent’s resignation shall nonetheless become effective and (i) the retiring Agent shall be discharged from its duties and obligations . Such court may thereupon, after such notice, if any, as Agent hereunder and (ii) all paymentsit may deem proper, communications and determinations provided to be made by, to or through the Agent shall instead be made by or to each Bank directly, until such time as the Majority Banks appoint a successor Agent Agent, as applicable, who shall serve as Agent, hereunder and under each other Financing Document until such time, if any, as the Required Lenders appoint a successor Agent, as provided for above in this clause (a)above. (b) If the Person serving as Agent is a Defaulting Bank pursuant to clause (iv) of the definition thereof (such Person, a “Defaulting Agent”), the Majority Banks may, by notice in writing to the Borrowers and such Defaulting Agent, remove such Defaulting Agent as Agent and, in consultation with the Borrowers, 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. Such Defaulting Agent’s removal shall become effective upon the earlier of (x) the date that a qualifying Person shall have been so appointed by the Majority Banks and shall have accepted such appointment and (y) 30 days after the delivery of the removal notice in writing to the Borrowers and such Defaulting Agent (such date, the “Removal Effective Date”). Upon the Removal Effective Date and regardless of whether a successor Agent has been appointed and accepted such appointment, the removal of such Defaulting Agent shall become effective and (i) such Defaulting Agent shall be discharged from its duties and obligations as Agent hereunder and (ii) all payments, communications and determinations provided to be made by, to or through the Agent shall instead be made by or to each Bank directly, until such time as the Majority Banks appoint a successor Agent as provided for above in this clause (b). (cd) Upon the acceptance of a successor’s appointment as Agent hereunder, such successor shall succeed to and become vested with all of the rights, powers, privileges and duties as Agent of the retiring (or retiredremoved) or removed Agent, and the retiring (or removed removed) Agent shall be discharged from all of its duties and obligations as Agent hereunder (if not already discharged therefrom as provided above in this Section 7.06). The fees payable by or under the Borrowers to a successor Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Borrowers and such successorother Financing Documents. After the retiring or removed Agent’s resignation retirement or removal hereunder, or of any retiring Local Currency Agent’s resignation or removal Agent hereunder and under the Local Currency Addendum, or any retiring Japan Local Currency Agent’s resignation or removal under the Japan Local Currency Addendumother Financing Documents, the provisions of this Article VII and Section 8.04 X shall continue in effect for the benefit of such retiring (or removed Agent, Local Currency Agent or Japan Local Currency removed) Agent, its sub‑agents sub-agents and their respective Related Parties in respect of any actions taken or omitted to be taken by any of them while the retiring or removed Agent was acting as Agent. (e) If a retiring or removed Agent is the Accounts Bank, such Accounts Bank will promptly transfer all of the Project Accounts and the Accounts Property to the possession or control of the successor Accounts Bank and will execute and deliver such notices, instructions and assignments as may be reasonably necessary or desirable to transfer the rights of the Accounts Bank with respect to the Project Accounts and the Accounts Property to the successor Accounts Bank. (f) If a retiring Local Currency or removed Agent was acting is the Collateral Agent, such Collateral Agent will promptly transfer any Collateral in the possession or control of such Collateral Agent to the successor Collateral Agent and will execute and deliver such notices, instructions and assignments as Local Currency may be reasonably necessary or desirable to transfer the rights of the Collateral Agent or with respect to such Collateral property to the retiring Japan Local Currency Agent was acting as Japan Local Currency successor Collateral Agent.

Resignation or Removal of Agent. (a) The Each Agent may at any time give notice of its resignation to the Banks Lenders, the Issuing Bank and the BorrowersBorrower. Upon receipt of any such notice of resignation, the Majority Banks Required Lenders shall have the right, in consultation with the BorrowersBorrower, to appoint a successor, which shall be a bank with an office in the United States, or an Affiliate of any such bank with an office in the United States. If no such successor shall have been so appointed by the Majority Banks Required Lenders and shall have accepted such appointment within 60 30 days after the retiring Agent gives notice of its resignation (such 60-day period, the “Bank Appointment PeriodResignation Effective Date”), then the retiring Agent may on behalf of the Lenders and the Issuing Banks, appoint a successor Agent meeting the qualifications set forth above. In addition , provided, that, if the Agent shall notify Borrower and without any obligation the Lenders that no qualifying person has accepted such appointment, then such resignation shall nonetheless become effective in accordance with such notice on the part Resignation Effective Date. (b) If the Person serving as Administrative Agent is a Defaulting Lender because it meets the requirements of clause (d) of the retiring definition of Defaulting Lender, the Required Lenders may, to the extent not prohibited by applicable Law, by notice in writing to the Borrower and such Person remove such Person as Administrative Agent to appointand, in consultation with the Borrower, appoint a successor. If no such successor shall have been so appointed by the Required Lenders and shall have accepted such appointment within 30 days (the “Removal Effective Date”), then the Administrative Agent being removed may on behalf of the BanksLenders and each Issuing Bank, appoint a successor Agent, Administrative Agent from the retiring remaining Lenders; provided that if the Administrative Agent may at any time upon or after the end of the Bank Appointment Period shall notify the Borrowers and the Banks Lenders that no qualifying Person has accepted appointment as successor Agent and the effective date of such retiring Agent’s resignation which effective date shall be no earlier than three business days after the date of such notice. Upon the resignation effective date established in such notice and regardless of whether a successor Agent has been appointed and accepted such appointment, the retiring Agent’s resignation then such removal shall nonetheless become effective and in accordance with such notice on the Removal Effective Date. For the avoidance of doubt, no Person serving as Administrative Agent shall be subject to removal pursuant to the terms of this clause (ib) solely by virtue of the ownership or acquisition of any equity interest in such Person or any direct or indirect parent company thereof by a Governmental Authority so long as such ownership interest does not result in or provide such Person with immunity from the jurisdiction of courts within the United States or from the enforcement of judgments or writs of attachment on its assets or permit such Person (or such Governmental Authority) to reject, repudiate, disavow or disaffirm any contracts or agreements made with such Person. (c) With effect from the Resignation Effective Date or the Removal Effective Date (as applicable), (1) the retiring or removed Agent shall be discharged from its duties and obligations as Agent hereunder and under the other Loan Documents (iiexcept that in the case of any collateral security held by the Collateral Agent on behalf of the Lenders or the Issuing Bank under any of the Loan Documents, the retiring Collateral Agent shall continue to hold such collateral security as nominee until such time as a successor Collateral Agent is appointed) and (2) all payments, communications and determinations provided to be made by, to or through the an Agent shall instead be made by or to each Lender and the Issuing Bank directly, until such time as the Majority Banks Required Lenders appoint a successor Agent as provided for above in this clause (a). (b) If the Person serving as Agent is a Defaulting Bank pursuant to clause (iv) of the definition thereof (such Person, a “Defaulting Agent”), the Majority Banks may, by notice in writing to the Borrowers and such Defaulting Agent, remove such Defaulting Agent as Agent and, in consultation with the Borrowers, 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 Statesparagraph. Such Defaulting Agent’s removal shall become effective upon the earlier of (x) the date that a qualifying Person shall have been so appointed by the Majority Banks and shall have accepted such appointment and (y) 30 days after the delivery of the removal notice in writing to the Borrowers and such Defaulting Agent (such date, the “Removal Effective Date”). Upon the Removal Effective Date and regardless of whether a successor Agent has been appointed and accepted such appointment, the removal of such Defaulting Agent shall become effective and (i) such Defaulting Agent shall be discharged from its duties and obligations as Agent hereunder and (ii) all payments, communications and determinations provided to be made by, to or through the Agent shall instead be made by or to each Bank directly, until such time as the Majority Banks appoint a successor Agent as provided for above in this clause (b). (c) Upon the acceptance of a successor’s appointment as Agent hereunder, such successor shall succeed to and become vested with all of the rights, powers, privileges and duties as Agent of the retiring (or retired) or removed Agent, and the retiring or removed Agent shall be discharged from all of its duties and obligations as Agent hereunder or under the other Loan Documents (if not already discharged therefrom as provided above in this Section 7.06paragraph). The fees payable by the Borrowers Borrower to a successor Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Borrowers Borrower and such successor. After the retiring or removed Agent’s resignation or removal hereunder, or any retiring Local Currency Agent’s resignation or removal hereunder and under the Local Currency Addendum, or any retiring Japan Local Currency Agent’s resignation or removal under the Japan Local Currency Addendumother Loan Documents, the provisions of this Article VII IX and Section 8.04 10.03 shall continue in effect for the benefit of such retiring or removed Agent, Local Currency Agent or Japan Local Currency Agent, its sub‑agents sub-agents and their respective Related Parties in respect of any actions taken or omitted to be taken by any of them while the retiring or removed Agent was acting as Agent, the retiring Local Currency Agent was acting as Local Currency Agent or the retiring Japan Local Currency Agent was acting as Japan Local Currency Agent.

Resignation or Removal of Agent. (a) The Agent may at any time (a) give notice of its resignation to the Banks Lenders, the L/C Issuer and the BorrowersBorrower or (b) be removed by written notice of the Requisite Lenders with the prior written consent of the Borrower if the Agent engages in gross negligence or willful misconduct in the performance of its duties under the Loan Documents, as determined by a court of competent jurisdiction by a final and non-appealable judgment, and such resignation or removal shall become effective upon the earlier of the appointment of a successor Agent (and acceptance of such appointment by such successor) as set forth below or 30 days after the delivery of such notice of resignation by the Agent or such notice of removal by the Requisite Lenders, as applicable. The Agent shall also submit a notice of resignation at the request of the Requisite Lenders if the Agent assigns all of its Commitments and Loans pursuant to §18. Upon receipt of any such notice of resignationresignation or delivery of such notice of removal, the Majority Banks Requisite Lenders shall have the right, in consultation with the BorrowersBorrower, 2076882.7 to appoint a successor, which shall be a an Eligible Institution bank with an office in the United States, or an Affiliate of any such bank with an office in the United States. If no such successor shall have been so appointed by the Majority Banks Requisite Lenders and shall have accepted such appointment within 60 30 days after the retiring Agent gives notice of its resignation (such 60-day period, or the “Bank Appointment Period”)Agent receives notice of its removal from the Requisite Lenders, then the retiring or removed Agent may on behalf of the BanksLenders and the L/C Issuer, appoint a successor Agent meeting the qualifications set forth above. In addition and without any obligation on ; provided that if the part of the retiring Agent to appoint, on behalf of the Banks, a successor Agent, the retiring Agent may at any time upon or after the end of the Bank Appointment Period shall notify the Borrowers Borrower and the Banks Lenders in writing that no qualifying Person has accepted appointment as successor Agent and the effective date of such retiring Agent’s resignation which effective date shall be no earlier than three business days after the date of such notice. Upon the resignation effective date established in such notice and regardless of whether a successor Agent has been appointed and accepted such appointment, the retiring Agent’s then such resignation or removal shall nonetheless become effective in accordance with such notice and (i1) the retiring or removed Agent shall be discharged from its duties and obligations as Agent hereunder and under the other Loan Documents and (ii2) all payments, communications and determinations provided to be made by, to or through the Agent (except any Agent fees, and a pro-rated portion of any such fees paid in advance to the Agent which relate to any period after resignation shall be promptly refunded to the Borrower) shall instead be made by or to each Bank Lender and the L/C Issuer directly, until such time as the Majority Banks Requisite Lenders appoint a successor Agent as provided for above in this clause (a). (b) If the Person serving as Agent is a Defaulting Bank pursuant to clause (iv) of the definition thereof (such Person, a “Defaulting Agent”), the Majority Banks may, by notice in writing to the Borrowers and such Defaulting Agent, remove such Defaulting Agent as Agent and, in consultation with the Borrowers, 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 StatesSection. Such Defaulting Agent’s removal shall become effective upon the earlier of (x) the date that a qualifying Person shall have been so appointed by the Majority Banks and shall have accepted such appointment and (y) 30 days after the delivery of the removal notice in writing to the Borrowers and such Defaulting Agent (such date, the “Removal Effective Date”). Upon the Removal Effective Date and regardless of whether a successor Agent has been appointed and accepted such appointment, the removal of such Defaulting Agent shall become effective and (i) such Defaulting Agent shall be discharged from its duties and obligations as Agent hereunder and (ii) all payments, communications and determinations provided to be made by, to or through the Agent shall instead be made by or to each Bank directly, until such time as the Majority Banks appoint a successor Agent as provided for above in this clause (b). (c) Upon the acceptance of a successor’s appointment as Agent hereunder, such successor shall succeed to and become vested with all of the rights, powers, privileges and duties as Agent of the retiring (or retired) or removed Agent, and the retiring or removed Agent shall be discharged from all of its duties and obligations as Agent hereunder or under the other Loan Documents (if not already discharged therefrom as provided above in this Section 7.06Section). The fees payable by the Borrowers Borrower to a successor Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Borrowers Borrower and such successor. After the retiring or removed Agent’s resignation or removal hereunder, or any retiring Local Currency Agent’s resignation or removal hereunder and under the Local Currency Addendum, or any retiring Japan Local Currency Agent’s resignation or removal under the Japan Local Currency Addendumother Loan Documents, the provisions of this Article VII and Section 8.04 §15 shall continue in effect for the benefit of such retiring or removed Agent, Local Currency Agent or Japan Local Currency Agent, its sub‑agents sub-agents and their respective Related Parties in respect of any actions taken or omitted to be taken by any of them while the retiring or removed Agent was acting as Agent. Any resignation or removal by Capital One, as Agent pursuant to this Section shall also constitute its resignation or removal as L/C Issuer. Upon the acceptance of a successor’s appointment as Agent hereunder, (a) such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring Local Currency Agent was acting as Local Currency Agent or removed L/C Issuer, (b) the retiring Japan Local Currency Agent was acting as Japan Local Currency Agentor removed L/C Issuer shall be discharged from all of their respective duties and obligations hereunder or under the other Loan Documents, and (c) the successor L/C Issuer shall issue letters of credit in substitution for the Letters of Credit, if any, outstanding at the time of such succession or make other arrangements satisfactory to the retiring or removed L/C Issuer to effectively assume the obligations of the retiring or removed L/C Issuer with respect to such Letters of Credit.

Resignation or Removal of Agent. AT&T-CFC (aor any other Agent hereunder) The and UBOC (or any other Co-Agent hereunder), may resign as the Agent or Co-Agent, respectively, at any time give by giving thirty (30) days' prior written notice of its resignation thereof to the Banks Lenders and the Borrowers. Any such resignation or removal shall take effect at the end of such thirty (30) day period or upon the earlier appointment of a successor Agent or Co-Agent, as applicable, by the Majority Lenders as provided below. Upon receipt of any such notice of resignation, the Majority Banks Lenders shall have the right, in consultation with the Borrowers, to appoint a successorsuccessor agent from among the Lenders or, which shall be a bank with an office in the United States, if such appointment is deemed inadvisable or an Affiliate of any such bank with an office in the United States. If no such successor shall have been so appointed impractical by the Majority Banks Lenders, another financial institution with a combined capital and shall have accepted such surplus of at least $500,000,000. Upon the acceptance of any appointment within 60 days after the retiring as Agent gives notice of its resignation (such 60or Co-day period, the “Bank Appointment Period”), then the retiring Agent may on behalf of the Banks, appoint hereunder by a successor Agent meeting or Co-Agent, such successor Agent or Co-Agent shall thereupon succeed to and become vested with all the qualifications set forth above. In addition rights, powers, privileges and without any obligation on the part duties of the retiring Agent to appoint, on behalf or Co-Agent. After the effective date of the Banks, a successor Agentresignation of an Agent or Co-Agent hereunder, the retiring Agent may at any time upon or after the end of the Bank Appointment Period notify the Borrowers and the Banks that no qualifying Person has accepted appointment as successor Agent and the effective date of such retiring Agent’s resignation which effective date shall be no earlier than three business days after the date of such notice. Upon the resignation effective date established in such notice and regardless of whether a successor Agent has been appointed and accepted such appointment, the retiring Agent’s resignation shall nonetheless become effective and (i) the retiring Co-Agent shall be discharged from its duties and obligations as Agent hereunder and (ii) all payments, communications and determinations provided to be made by, to or through the Agent shall instead be made by or to each Bank directly, until such time as the Majority Banks appoint a successor Agent as provided for above in this clause (a). (b) If the Person serving as Agent is a Defaulting Bank pursuant to clause (iv) of the definition thereof (such Person, a “Defaulting Agent”), the Majority Banks may, by notice in writing to the Borrowers and such Defaulting Agent, remove such Defaulting Agent as Agent and, in consultation with the Borrowers, 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. Such Defaulting Agent’s removal shall become effective upon the earlier of (x) the date that a qualifying Person shall have been so appointed by the Majority Banks and shall have accepted such appointment and (y) 30 days after the delivery of the removal notice in writing to the Borrowers and such Defaulting Agent (such date, the “Removal Effective Date”). Upon the Removal Effective Date and regardless of whether a successor Agent has been appointed and accepted such appointment, the removal of such Defaulting Agent shall become effective and (i) such Defaulting Agent shall be discharged from its duties and obligations as Agent hereunder and (ii) all payments, communications and determinations provided to be made by, to or through the Agent shall instead be made by or to each Bank directly, until such time as the Majority Banks appoint a successor Agent as provided for above in this clause (b). (c) Upon the acceptance of a successor’s appointment as Agent hereunder, such successor shall succeed to and become vested with all of the rights, powers, privileges and duties as Agent of the retiring (or retired) or removed Agent, and the retiring or removed Agent shall be discharged from all of its duties and obligations as Agent hereunder (if not already discharged therefrom as provided above in this Section 7.06). The fees payable by the Borrowers to a successor Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Borrowers and such successor. After the retiring or removed Agent’s resignation or removal hereunder, or any retiring Local Currency Agent’s resignation or removal under the Local Currency Addendum, or any retiring Japan Local Currency Agent’s resignation or removal under the Japan Local Currency Addendum, that the provisions of this Article VII and Section 8.04 ARTICLE X shall continue in effect for the its benefit of such retiring or removed Agent, Local Currency Agent or Japan Local Currency Agent, its sub‑agents and their respective Related Parties in respect of any actions taken or omitted to be taken by any of them it while the retiring or removed Agent it was acting as the Agent or Co-Agent. In the event that there shall not be a duly appointed and acting Agent, the retiring Local Currency Borrowers agree to make each payment due to the Agent was acting as Local Currency Agent or hereunder and under the Notes, if any, directly to each Lender entitled thereto, pursuant to written instructions provided by the retiring Japan Local Currency Agent, and to provide copies of each certificate or other document required to be furnished to the Agent was acting as Japan Local Currency Agenthereunder, if any, directly to each Lender.

Resignation or Removal of Agent. (a) The Subject to the appointment and acceptance of a successor Agent as provided below, the Agent may resign at any time give by giving notice of its resignation thereof to the Banks Lenders and the BorrowersBorrower and the Agent may be removed at any time with or without cause by the Required Lenders. Upon receipt of any such notice of resignationresignation or removal, the Majority Banks Required Lenders shall have the right, in consultation with the Borrowers, right to appoint a successor, which shall be a bank with an office in the United States, or an Affiliate of any such bank with an office in the United Statessuccessor Agent. If no such successor Agent shall have been so appointed by the Majority Banks Required Lenders and shall have accepted such appointment within 60 days after the retiring Agent gives Agent's notice of its resignation (such 60-day period, or the “Bank Appointment Period”)Required Lenders' removal of the retiring Agent, then the retiring Agent may on behalf of the Banks, appoint a successor Agent meeting the qualifications set forth above. In addition and without any obligation on the part of the retiring Agent to appointmay, on behalf of the BanksLenders, appoint a successor Agent. Any successor Agent shall be either a Lender or a financial institution that has a total capitalization of not less than $500,000,000 (or, in the case of a bank, that has a combined capital and surplus of at least $500,000,000). Upon the acceptance of any appointment as Agent hereunder by a successor Agent, the retiring Agent may at any time upon or after the end of the Bank Appointment Period notify the Borrowers and the Banks that no qualifying Person has accepted appointment as such successor Agent shall thereupon succeed to and become vested with all the effective date rights, powers, privileges and duties of such retiring Agent’s resignation which effective date shall be no earlier than three business days after the date of such notice. Upon the resignation effective date established in such notice and regardless of whether a successor Agent has been appointed and accepted such appointment, the retiring Agent’s resignation shall nonetheless become effective , and (i) the retiring Agent shall be discharged from its duties and obligations as Agent hereunder and (ii) all payments, communications and determinations provided to be made by, to or through the Agent shall instead be made by or to each Bank directly, until such time as the Majority Banks appoint a successor Agent as provided for above in this clause (a). (b) If the Person serving as Agent is a Defaulting Bank pursuant to clause (iv) of the definition thereof (such Person, a “Defaulting Agent”), the Majority Banks may, by notice in writing to the Borrowers and such Defaulting Agent, remove such Defaulting Agent as Agent and, in consultation with the Borrowers, 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. Such Defaulting Agent’s removal shall become effective upon the earlier of (x) the date that a qualifying Person shall have been so appointed by the Majority Banks and shall have accepted such appointment and (y) 30 days after the delivery of the removal notice in writing to the Borrowers and such Defaulting Agent (such date, the “Removal Effective Date”). Upon the Removal Effective Date and regardless of whether a successor Agent has been appointed and accepted such appointment, the removal of such Defaulting Agent shall become effective and (i) such Defaulting Agent shall be discharged from its duties and obligations as Agent hereunder and (ii) all payments, communications and determinations provided to be made by, to or through the Agent shall instead be made by or to each Bank directly, until such time as the Majority Banks appoint a successor Agent as provided for above in this clause (b). (c) Upon the acceptance of a successor’s appointment as Agent hereunder, such successor shall succeed to and become vested with all of the rights, powers, privileges and duties as Agent of the retiring (or retired) or removed Agent, and the retiring or removed Agent shall be discharged from all of its duties and obligations as Agent hereunder (if not already discharged therefrom as provided above in this Section 7.06). The fees payable by the Borrowers to a successor Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Borrowers and such successor. After the any retiring or removed Agent’s 's resignation or removal hereunder, or any retiring Local Currency hereunder as Agent’s resignation or removal under the Local Currency Addendum, or any retiring Japan Local Currency Agent’s resignation or removal under the Japan Local Currency Addendum, the provisions of this Article VII and Section 8.04 9 shall continue in effect for the its benefit of such retiring or removed Agent, Local Currency Agent or Japan Local Currency Agent, its sub‑agents and their respective Related Parties in respect of any actions taken or omitted to be taken by any of them it while it was acting as the retiring Agent hereunder. The resigning or removed Agent was acting shall execute and deliver to the successor Agent all such instruments as Agentthe successor Agent may reasonably require in order to publish record notice that the successor Agent has succeeded to all of the right, title and interest of the retiring Local Currency removed or resigning Agent was acting as Local Currency Agent or in, to and under the retiring Japan Local Currency Agent was acting as Japan Local Currency AgentSecurity Documents and the Collateral.

Resignation or Removal of Agent. Agent (a) The Agent may resign at any time give by giving notice of its resignation thereof to the Banks Lenders, Guarantor and Borrower, and (b) may not be removed as Agent unless Lenders (other than Agent and other than any Lender then in default) holding no less than 75% of the BorrowersCommitments vote in favor of such removal, or, in the case of a removal due to a material breach of or material default in Agent's obligations under this Article VII that shall not have been cured within thirty (30) days after written notice to Agent, may not be removed as Agent unless Lenders holding no less than 75% of the Commitments, excluding the Commitment of Agent, vote in favor of such removal, provided, however, that in no event may the Agent be removed unless two (2) or more Lenders vote in favor of such removal. Upon receipt of any such notice of resignationresignation or removal, the Majority Banks Lenders (by majority vote and including KCCI, based upon their respective outstanding Commitments) shall have the right, in consultation with the Borrowers, right to appoint a successorsuccessor Agent, which shall be a bank with an office subject to the rights of Guarantor set forth in the United States, or an Affiliate of any such bank with an office in the United States7.14(b) hereof. If no such successor Agent shall have been so appointed by the Majority Banks and shall have accepted such appointment Lenders within 60 30 days after the retiring Agent gives Agent's notice of its resignation (such 60-day period, the “Bank Appointment Period”)resignation, then the retiring Agent may on behalf of the Banks, appoint a successor Agent meeting the qualifications set forth above. In addition and without any obligation on the part of the retiring Agent to appointmay, on behalf of the BanksLenders, appoint a successor Agent. Any successor Agent shall be a bank which is reasonably acceptable to Borrower (and Guarantor, as provided in Section 7.14(b) hereof) and which has a combined capital and surplus of at least $500,000,000. Upon the acceptance of any appointment as Agent hereunder by a successor Agent, the retiring Agent may at any time upon or after the end of the Bank Appointment Period notify the Borrowers and the Banks that no qualifying Person has accepted appointment as such successor Agent and the effective date of such retiring Agent’s resignation which effective date shall be no earlier than three business days after the date of such notice. Upon the resignation effective date established in such notice and regardless of whether a successor Agent has been appointed and accepted such appointment, the retiring Agent’s resignation shall nonetheless become effective and (i) the retiring Agent shall be discharged from its duties and obligations as Agent hereunder and (ii) all payments, communications and determinations provided to be made by, to or through the Agent shall instead be made by or to each Bank directly, until such time as the Majority Banks appoint a successor Agent as provided for above in this clause (a). (b) If the Person serving as Agent is a Defaulting Bank pursuant to clause (iv) of the definition thereof (such Person, a “Defaulting Agent”), the Majority Banks may, by notice in writing to the Borrowers and such Defaulting Agent, remove such Defaulting Agent as Agent and, in consultation with the Borrowers, 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. Such Defaulting Agent’s removal shall become effective upon the earlier of (x) the date that a qualifying Person shall have been so appointed by the Majority Banks and shall have accepted such appointment and (y) 30 days after the delivery of the removal notice in writing to the Borrowers and such Defaulting Agent (such date, the “Removal Effective Date”). Upon the Removal Effective Date and regardless of whether a successor Agent has been appointed and accepted such appointment, the removal of such Defaulting Agent shall become effective and (i) such Defaulting Agent shall be discharged from its duties and obligations as Agent hereunder and (ii) all payments, communications and determinations provided to be made by, to or through the Agent shall instead be made by or to each Bank directly, until such time as the Majority Banks appoint a successor Agent as provided for above in this clause (b). (c) Upon the acceptance of a successor’s appointment as Agent hereunder, such successor shall thereupon succeed to and become vested with all of the rights, powers, privileges and duties as Agent of the retiring (or retired) or removed Agent, and the retiring or removed Agent shall be discharged from all of its duties and obligations as Agent hereunder (if not already discharged therefrom as provided above in this Section 7.06). The fees payable by for matters occurring after the Borrowers to a successor Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Borrowers and such successortakes over. After the any retiring or removed Agent’s 's resignation or removal hereunder, or any retiring Local Currency hereunder as Agent’s resignation or removal under the Local Currency Addendum, or any retiring Japan Local Currency Agent’s resignation or removal under the Japan Local Currency Addendum, the provisions of this Article VII and Section 8.04 shall continue in effect for the its benefit of such retiring or removed Agent, Local Currency Agent or Japan Local Currency Agent, its sub‑agents and their respective Related Parties in respect of any actions taken or omitted to be taken by any of them it while the retiring or removed Agent it was acting as Agent, the retiring Local Currency Agent was acting as Local Currency Agent or the retiring Japan Local Currency Agent was acting as Japan Local Currency Agenthereunder.

Resignation or Removal of Agent. (a) The Agent Any AGENT may resign from the performance of all of its functions and duties hereunder and/or under the other LOAN DOCUMENTS at any time give by giving thirty (30) days’ prior notice to BORROWER and the BANKS. Any AGENT also may be removed at any time by the REQUIRED BANKS upon thirty (30) days’ prior notice. Such resignation or removal shall take effect upon the appointment of a successor AGENT, in accordance with this Section 9.6. Upon any notice of its resignation to by any AGENT or upon the Banks and the Borrowers. Upon receipt removal of any such notice of resignationAGENT by the REQUIRED BANKS, the Majority Banks shall have the rightBANKS shall, in consultation so long as no EVENT OF DEFAULT has occurred and is continuing, with the Borrowers, consent (not to appoint a successor, which shall be a bank with an office in the United States, unreasonably withheld or an Affiliate delayed) of any such bank with an office in the United States. If no such successor shall have been so appointed by the Majority Banks and shall have accepted such appointment within 60 days after the retiring Agent gives notice of its resignation (such 60-day period, the “Bank Appointment Period”), then the retiring Agent may on behalf of the BanksBORROWER, appoint a successor Agent meeting the qualifications set forth above. In addition to such AGENT hereunder and without any obligation on the part of the retiring Agent to appoint, on behalf of the Banks, a successor Agent, the retiring Agent may at any time upon or after the end of the Bank Appointment Period notify the Borrowers and the Banks that no qualifying Person has accepted appointment as successor Agent and the effective date of such retiring Agent’s resignation which effective date under each other LOAN DOCUMENT who shall be a commercial bank having a combined capital and surplus of at least Two Hundred Fifty Million and No/100ths Dollars ($250,000,000.00). If no earlier than three business successor AGENT has been appointed by the BANKS within thirty (30) days after the date such notice of resignation was given by such AGENT or the REQUIRED BANKS elected to remove such AGENT, any BANK may petition any court of competent jurisdiction for the appointment of a successor AGENT. Such court may thereupon, after such notice. Upon the resignation effective date established in such notice and regardless of whether a successor Agent has been appointed and accepted such appointment, the retiring Agent’s resignation shall nonetheless become effective and (i) the retiring Agent shall be discharged from its duties and obligations if any, as Agent hereunder and (ii) all paymentsit may deem proper, communications and determinations provided to be made by, to or through the Agent shall instead be made by or to each Bank directly, until such time as the Majority Banks appoint a successor Agent AGENT, as provided for above in this clause (a). (b) If the Person serving applicable, who shall serve as Agent is a Defaulting Bank pursuant to clause (iv) of the definition thereof (such PersonAGENT, a “Defaulting Agent”), the Majority Banks may, by notice in writing to the Borrowers and such Defaulting Agent, remove such Defaulting Agent as Agent and, in consultation with the Borrowers, 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. Such Defaulting Agent’s removal shall become effective upon the earlier of (x) the date that a qualifying Person shall have been so appointed by the Majority Banks and shall have accepted such appointment and (y) 30 days after the delivery of the removal notice in writing to the Borrowers and such Defaulting Agent (such date, the “Removal Effective Date”). Upon the Removal Effective Date and regardless of whether a successor Agent has been appointed and accepted such appointment, the removal of such Defaulting Agent shall become effective and (i) such Defaulting Agent shall be discharged from its duties and obligations as Agent hereunder and (ii) all payments, communications and determinations provided to be made by, to or through the Agent shall instead be made by or to under each Bank directly, other LOAN DOCUMENT until such time time, if any, as the Majority Banks BANKS appoint a successor Agent AGENT, as provided for above in this clause (b). (c) above. Upon the acceptance of a successor’s appointment as Agent an AGENT hereunder, such successor shall succeed to and become vested with all of the rights, powers, privileges and duties as Agent of the retiring (or retired) or removed AgentAGENT, and the retiring or removed Agent AGENT shall be discharged from all of its duties and obligations as Agent hereunder (if not already discharged therefrom as provided above in this Section 7.06). The fees payable by or under the Borrowers to a successor Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Borrowers and such successorother LOAN DOCUMENTS. After the retiring or removed Agent’s resignation retirement or removal hereunder, or of any retiring Local Currency Agent’s resignation or removal AGENT hereunder and under the Local Currency Addendum, or any retiring Japan Local Currency Agent’s resignation or removal under the Japan Local Currency Addendumother LOAN DOCUMENTS, the provisions of this Article VII and Section 8.04 9 shall continue in effect for the benefit of such retiring or removed Agent, Local Currency Agent or Japan Local Currency AgentAGENT, its sub‑agents sub-agents and their respective Related Parties affiliates and subsidiaries in respect of any actions taken or omitted to be taken by any of them while the retiring or removed Agent AGENT was acting as AgentAGENT. If a retiring or removed AGENT is the ACCOUNTS BANK, such ACCOUNTS BANK will promptly transfer all of the deposit accounts and security accounts of BORROWER relating to this AGREEMENT to the possession or control of the successor ACCOUNTS BANK, and the ACCOUNTS BANK and BORROWER will execute and deliver such notices, instructions and assignments as may be reasonably necessary or desirable to transfer the rights of the ACCOUNTS BANK with respect thereto to the successor ACCOUNTS BANK. If a retiring Local Currency Agent was acting or removed AGENT is the COLLATERAL AGENT, such COLLATERAL AGENT will promptly transfer any collateral for the LOANS in the possession or control of such COLLATERAL AGENT to the successor COLLATERAL AGENT, and the COLLATERAL AGENT and BORROWER will execute and deliver such notices, instructions and assignments as Local Currency Agent may be reasonably necessary or desirable to transfer the retiring Japan Local Currency Agent was acting as Japan Local Currency Agentrights of the COLLATERAL AGENT with respect to such collateral property for the LOANS to the successor COLLATERAL AGENT.

Resignation or Removal of Agent. (a) The Any Agent may resign from the performance of all its functions and duties hereunder and/or under the other Financing Documents at any time give by giving thirty (30) days’ prior notice of its resignation to the Banks Borrowers and the BorrowersLenders. Upon receipt of The Collateral Agent or the Administrative Agent may be removed at any such notice of resignation, the Majority Banks shall have the right, in consultation with the Borrowers, to appoint a successor, which shall be a bank with an office in the United States, or an Affiliate of any such bank with an office in the United States. If no such successor shall have been so appointed time by the Majority Banks Required Lenders. The Accounts Bank may be removed at any time by the Required Lenders and the Required Existing Lenders. Any such resignation or removal shall have accepted such take effect upon the appointment within 60 days after the retiring Agent gives notice of its resignation (such 60-day period, the “Bank Appointment Period”), then the retiring Agent may on behalf of the Banks, appoint a successor Agent meeting the qualifications set forth above. In addition and without any obligation on the part of the retiring Agent to appoint, on behalf of the Banks, a successor Agent, in accordance with this Section 10.06. (b) Upon any notice of resignation by any Agent or upon the retiring removal of any Agent may at any time upon by the proper Persons pursuant to Section 10.06(a), the Required Lenders shall appoint a successor Collateral Agent or after Administrative Agent, as applicable, hereunder and under each other Financing Document, or the end of the Bank Appointment Period notify the Borrowers Required Lenders and the Banks that no qualifying Person has accepted appointment as Required Existing Lenders shall appoint a successor Accounts Bank, which successor Agent and the effective date of such retiring Agent’s resignation which effective date in each case shall be a commercial bank having a combined capital and surplus of at least two hundred fifty million Dollars ($250,000,000). (c) If no earlier than three business days after the date of such notice. Upon the resignation effective date established in such notice and regardless of whether a successor Agent has been appointed by the proper Persons under Section 10.06(b) within thirty (30) days after the date such notice of resignation was given by such Agent or the proper Persons elected to remove such Agent under Section 10.06(a), and accepted such appointmentprovided that no Default or Event of Default has occurred and is continuing, the retiring Agent’s resignation shall nonetheless become effective and Borrowers may appoint a replacement Agent (i) the retiring Agent who shall be discharged from its duties a commercial bank having a combined capital and obligations as Agent hereunder and surplus of at least two hundred fifty million Dollars (ii$250,000,000)) all payments, communications and determinations provided to be made by, to or through within the Agent shall instead be made by or to each Bank directly, until such time as the Majority Banks appoint a successor Agent as provided for above in this clause immediately succeeding fifteen (a)15) days. (bd) If the Person serving as Agent is a Defaulting Bank pursuant to clause (iv) of the definition thereof (such Person, a “Defaulting Agent”), the Majority Banks may, by notice in writing to the Borrowers and such Defaulting Agent, remove such Defaulting Agent as Agent and, in consultation with the Borrowers, 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. Such Defaulting Agent’s removal shall become effective upon the earlier of (x) the date that a qualifying Person shall have been so appointed by the Majority Banks and shall have accepted such appointment and (y) 30 days after the delivery of the removal notice in writing to the Borrowers and such Defaulting Agent (such date, the “Removal Effective Date”). Upon the Removal Effective Date and regardless of whether a no successor Agent has been appointed within forty-five (45) days (or, if a Default or Event of Default has occurred and accepted is continuing, within thirty (30) days) after the date such appointmentnotice of resignation was given by such Agent or the proper Persons elected to remove such Agent under Section 10.06(a), any Senior Secured Party may petition any court of competent jurisdiction for the removal appointment of a successor Agent. Such court may thereupon, after such Defaulting Agent shall become effective and (i) such Defaulting Agent shall be discharged from its duties and obligations notice, if any, as Agent hereunder and (ii) all paymentsit may deem proper, communications and determinations provided to be made by, to or through the Agent shall instead be made by or to each Bank directly, until such time as the Majority Banks appoint a successor Agent Agent, as applicable, who shall serve as Agent, hereunder and under each other Financing Document until such time, if any, as the proper Persons appoint a successor Agent, as provided for above in this clause (b)Section 10.06. (ce) Upon the acceptance of a successor’s appointment as Agent hereunder, such successor shall succeed to and become vested with all of the rights, powers, privileges and duties as Agent of the retiring (or retiredremoved) or removed Agent, and the retiring (or removed removed) Agent shall be discharged from all of its duties and obligations as Agent hereunder (if not already discharged therefrom as provided above in this Section 7.06). The fees payable by or under the Borrowers to a successor Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Borrowers and such successorother Financing Documents. After the retiring or removed Agent’s resignation retirement or removal hereunder, or of any retiring Local Currency Agent’s resignation or removal Agent hereunder and under the Local Currency Addendum, or any retiring Japan Local Currency Agent’s resignation or removal under the Japan Local Currency Addendumother Financing Documents, the provisions of this Article VII and Section 8.04 X shall continue in effect for the benefit of such retiring (or removed Agent, Local Currency Agent or Japan Local Currency removed) Agent, its sub‑agents sub agents and their respective Related Parties in respect of any actions taken or omitted to be taken by any of them while the retiring or removed Agent was acting as Agent. (f) If a retiring or removed Agent is the Accounts Bank, such Accounts Bank will promptly transfer all of the Project Accounts and the Accounts Property to the possession or control of the successor Accounts Bank and will execute and deliver such notices, instructions and assignments as may be reasonably necessary or desirable to transfer the rights of the Accounts Bank with respect to the Project Accounts and the Accounts Property to the successor Accounts Bank. Notwithstanding the foregoing or anything to the contrary contained in this Agreement, the parties hereto acknowledge that the Accounts Bank is serving in such capacity under each of this Agreement and the Amended Credit Agreement concurrently, and any successor Accounts Bank shall not be appointed as such hereunder until such time as such successor Accounts Bank concurrently assumes all rights and obligations of the Accounts Bank and is appointed as such under each of this Agreement and the Amended Credit Agreement. (g) If a retiring Local Currency or removed Agent was acting is the Collateral Agent, such Collateral Agent will promptly transfer any Collateral in the possession or control of such Collateral Agent to the successor Collateral Agent and will execute and deliver such notices, instructions and assignments as Local Currency may be reasonably requested by the Required Lenders to transfer the rights of the Collateral Agent or with respect to such Collateral property to the retiring Japan Local Currency Agent was acting as Japan Local Currency successor Collateral Agent.

Resignation or Removal of Agent. (a) The Subject to the appointment and acceptance of a successor Agent as provided below, Agent may resign at any time give by giving notice of its resignation thereof to the Banks Lenders and Borrower, and Agent may be removed at any time with or without cause by the BorrowersSuper Majority Lenders; provided, that Agent shall continue as Agent until such time as any successor shall have accepted appointment as Agent hereunder. Upon receipt of any such notice resignation or removal, (i) the Super Majority Lenders without the consent of resignation, the Majority Banks Borrower shall have the right, in consultation with the Borrowers, right to appoint a successor, successor Agent so long as such successor Agent is also a Lender at the time of such appointment and (ii) the Super Majority Lenders shall have the right to appoint a successor Agent that is not a Lender at the time of such appointment so long as Borrower consents to such appointment (which consent shall not be a bank with an office in the United States, or an Affiliate of any such bank with an office in the United Statesunreasonably withheld). If no such successor Agent shall have been so appointed by the Super Majority Banks Lenders and shall have accepted such appointment within 60 30 days after the retiring Agent gives Agent's giving of notice of its resignation (such 60-day period, or the “Bank Appointment Period”)Super Majority Lenders' removal of the retiring Agent, then the retiring Agent may on behalf of the Banks, appoint a successor Agent meeting the qualifications set forth above. In addition and without any obligation on the part of the retiring Agent to appointmay, on behalf of the BanksLenders, appoint a successor Agent. Any successor Agent shall be a bank which has an office in the United States and a combined capital and surplus of at least $250,000,000. Upon the acceptance of any appointment as Agent hereunder by a successor Agent, such successor Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring Agent may at any time upon or after the end of the Bank Appointment Period notify the Borrowers and the Banks that no qualifying Person has accepted appointment as successor Agent and the effective date of such retiring Agent’s resignation which effective date shall be no earlier than three business days after the date of such notice. Upon the resignation effective date established in such notice and regardless of whether a successor Agent has been appointed and accepted such appointment, the retiring Agent’s resignation shall nonetheless become effective and (i) the retiring Agent shall be discharged from its duties and obligations as Agent hereunder and (ii) all payments, communications and determinations provided to be made by, to or through the Agent shall instead be made by or to each Bank directly, until such time as the Majority Banks appoint a successor Agent as provided for above in this clause (a). (b) If the Person serving as Agent is a Defaulting Bank pursuant to clause (iv) of the definition thereof (such Person, a “Defaulting Agent”), the Majority Banks may, by notice in writing to the Borrowers and such Defaulting Agent, remove such Defaulting Agent as Agent and, in consultation with the Borrowers, appoint a successor, which shall be a bank with an office in the United States, or an Affiliate of under any such bank with an office in the United Statesother Loan Documents. Such Defaulting Agent’s removal shall become effective upon the earlier of (x) the date that a qualifying Person shall have been so appointed by the Majority Banks and shall have accepted such appointment and (y) 30 days after the delivery of the removal notice in writing to the Borrowers and such Defaulting Agent (such date, the “Removal Effective Date”). Upon the Removal Effective Date and regardless of whether a successor Agent has been appointed and accepted such appointment, the removal of such Defaulting Agent shall become effective and (i) such Defaulting Agent shall be discharged from its duties and obligations as Agent hereunder and (ii) all payments, communications and determinations provided to be made by, to or through the Agent shall instead be made by or to each Bank directly, until such time as the Majority Banks appoint a successor Agent as provided for above in this clause (b). (c) Upon the acceptance of a successor’s appointment as Agent hereunder, such successor shall succeed to and become vested with all of the rights, powers, privileges and duties as Agent of the retiring (or retired) or removed Agent, and the retiring or removed Agent shall be discharged from all of its duties and obligations as Agent hereunder (if not already discharged therefrom as provided above in this Section 7.06). The fees payable by the Borrowers to a successor Agent shall be the same as those payable promptly specify by notice to Borrower its predecessor unless otherwise agreed between the Borrowers Principal Office referred to in Section 3.1 and such successorSection 4 hereof. After the any retiring or removed Agent’s 's resignation or removal hereunder, or any retiring Local Currency hereunder as Agent’s resignation or removal under the Local Currency Addendum, or any retiring Japan Local Currency Agent’s resignation or removal under the Japan Local Currency Addendum, the provisions of this Article VII and Section 8.04 10 shall continue in effect for the its benefit of such retiring or removed Agent, Local Currency Agent or Japan Local Currency Agent, its sub‑agents and their respective Related Parties in respect of any actions taken or omitted to be taken by any of them it while the retiring or removed Agent it was acting as Agent, the retiring Local Currency Agent was acting as Local Currency Agent or the retiring Japan Local Currency Agent was acting as Japan Local Currency Agent.

Resignation or Removal of Agent. (a) The Subject to the appointment and ------------------------------- acceptance of a successor Agent as provided below, Agent may resign at any time give by giving notice of its resignation thereof to the Banks Lenders and Borrower, and Agent may be removed at any time with or without cause by the BorrowersMajority Lenders; provided, that Agent -------- shall continue as Agent until such time as any successor shall have accepted appointment as Agent hereunder. Upon receipt of any such notice of resignationresignation or removal, (i) the Majority Banks Lenders without the consent of Borrower shall have the right, in consultation with the Borrowers, right to appoint a successor, successor Agent so long as such successor Agent is also a Lender at the time of such appointment and (ii) the Majority Lenders shall have the right to appoint a successor Agent that is not a Lender at the time of such appointment so long as Borrower consents to such appointment (which consent shall not be a bank with an office in the United States, or an Affiliate of any such bank with an office in the United Statesunreasonably withheld). If no such successor Agent shall have been so appointed by the Majority Banks Lenders and shall have accepted such appointment within 60 30 days after the retiring Agent gives Agent's giving of notice of its resignation (such 60-day period, or the “Bank Appointment Period”)Majority Lenders' removal of the retiring Agent, then the retiring Agent may on behalf of the Banks, appoint a successor Agent meeting the qualifications set forth above. In addition and without any obligation on the part of the retiring Agent to appointmay, on behalf of the BanksLenders, appoint a successor Agent. Any successor Agent shall be a bank which has an office in the United States and a combined capital and surplus of at least $250,000,000. Upon the acceptance of any appointment as Agent hereunder by a successor Agent, such successor Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring Agent may at any time upon or after the end of the Bank Appointment Period notify the Borrowers and the Banks that no qualifying Person has accepted appointment as successor Agent and the effective date of such retiring Agent’s resignation which effective date shall be no earlier than three business days after the date of such notice. Upon the resignation effective date established in such notice and regardless of whether a successor Agent has been appointed and accepted such appointment, the retiring Agent’s resignation shall nonetheless become effective and (i) the retiring Agent shall be discharged from its duties and obligations as Agent hereunder and (ii) all payments, communications and determinations provided to be made by, to or through the Agent shall instead be made by or to each Bank directly, until such time as the Majority Banks appoint a successor Agent as provided for above in this clause (a). (b) If the Person serving as Agent is a Defaulting Bank pursuant to clause (iv) of the definition thereof (such Person, a “Defaulting Agent”), the Majority Banks may, by notice in writing to the Borrowers and such Defaulting Agent, remove such Defaulting Agent as Agent and, in consultation with the Borrowers, appoint a successor, which shall be a bank with an office in the United States, or an Affiliate of under any such bank with an office in the United Statesother Loan Documents. Such Defaulting Agent’s removal shall become effective upon the earlier of (x) the date that a qualifying Person shall have been so appointed by the Majority Banks and shall have accepted such appointment and (y) 30 days after the delivery of the removal notice in writing to the Borrowers and such Defaulting Agent (such date, the “Removal Effective Date”). Upon the Removal Effective Date and regardless of whether a successor Agent has been appointed and accepted such appointment, the removal of such Defaulting Agent shall become effective and (i) such Defaulting Agent shall be discharged from its duties and obligations as Agent hereunder and (ii) all payments, communications and determinations provided to be made by, to or through the Agent shall instead be made by or to each Bank directly, until such time as the Majority Banks appoint a successor Agent as provided for above in this clause (b). (c) Upon the acceptance of a successor’s appointment as Agent hereunder, such successor shall succeed to and become vested with all of the rights, powers, privileges and duties as Agent of the retiring (or retired) or removed Agent, and the retiring or removed Agent shall be discharged from all of its duties and obligations as Agent hereunder (if not already discharged therefrom as provided above in this Section 7.06). The fees payable by the Borrowers to a successor Agent shall be the same as those payable promptly specify by notice to Borrower its predecessor unless otherwise agreed between the Borrowers Principal Office referred to in Section 3.1 and such successorSection 4 hereof. After the any retiring or removed Agent’s 's resignation or ----------- --------- removal hereunder, or any retiring Local Currency hereunder as Agent’s resignation or removal under the Local Currency Addendum, or any retiring Japan Local Currency Agent’s resignation or removal under the Japan Local Currency Addendum, the provisions of this Article VII and Section 8.04 10 shall continue in ---------- effect for the its benefit of such retiring or removed Agent, Local Currency Agent or Japan Local Currency Agent, its sub‑agents and their respective Related Parties in respect of any actions taken or omitted to be taken by any of them it while the retiring or removed Agent it was acting as Agent, the retiring Local Currency Agent was acting as Local Currency Agent or the retiring Japan Local Currency Agent was acting as Japan Local Currency Agent.

Resignation or Removal of Agent. (a) The Agent may at any time (a) give notice of its resignation to the Banks Lenders, the L/C Issuers and the BorrowersBorrower or (b) be removed by written notice of the Requisite Lenders with the consent of the Borrower if the Agent engages in gross negligence or willful misconduct in the performance of its duties under the Loan Documents, as determined by a court of competent jurisdiction by a final and non-appealable judgment, and such resignation or removal shall become effective upon the earlier of the appointment of a successor Agent (and acceptance of such appointment by such successor) as set forth below or thirty (30) days after the delivery of such notice of resignation by the Agent or such notice of removal by the Requisite Lenders, as applicable. The Agent shall also submit a notice of resignation at the request of the Requisite Lenders if the Agent assigns all of its Commitments and Loans pursuant to §18. Upon receipt of any such notice of resignationresignation or delivery of such notice of removal, the Majority Banks Requisite Lenders shall have the right, in consultation with the BorrowersBorrower, to appoint a successor, which shall be a bank with an office in the United States, or an Affiliate of any such bank with an office in the United States. If no such successor shall have been so appointed by the Majority Banks Requisite Lenders and shall have accepted such appointment within 60 thirty (30) days after the retiring Agent gives notice of its resignation (such 60-day period, or the “Bank Appointment Period”)Agent receives notice of its removal from the Requisite Lenders, then the retiring or removed Agent may on behalf of the BanksLenders and the L/C Issuers, appoint a successor Agent meeting the qualifications set forth above. In addition and without any obligation on ; provided that if the part of the retiring Agent to appoint, on behalf of the Banks, a successor Agent, the retiring Agent may at any time upon or after the end of the Bank Appointment Period shall notify the Borrowers Borrower and the Banks Lenders that no qualifying Person has accepted appointment as successor Agent and the effective date of such retiring Agent’s resignation which effective date shall be no earlier than three business days after the date of such notice. Upon the resignation effective date established in such notice and regardless of whether a successor Agent has been appointed and accepted such appointment, the retiring Agent’s then such resignation or removal shall nonetheless become effective in accordance with such notice and (i1) the retiring or removed Agent shall be discharged from its duties and obligations as Agent hereunder and under the other Loan Documents and (ii2) all payments, communications and determinations provided to be made by, to or through the Agent (except any Agent fees, and a pro-rated portion of any such fees paid in advance to the Agent which relate to any period after resignation shall be promptly refunded to the Borrower) shall instead be made by or to each Bank Lender and each L/C Issuer directly, until such time as the Majority Banks Requisite Lenders appoint a successor Agent as provided for above in this clause (a). (b) If the Person serving as Agent is a Defaulting Bank pursuant to clause (iv) of the definition thereof (such Person, a “Defaulting Agent”), the Majority Banks may, by notice in writing to the Borrowers and such Defaulting Agent, remove such Defaulting Agent as Agent and, in consultation with the Borrowers, 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 StatesSection. Such Defaulting Agent’s removal shall become effective upon the earlier of (x) the date that a qualifying Person shall have been so appointed by the Majority Banks and shall have accepted such appointment and (y) 30 days after the delivery of the removal notice in writing to the Borrowers and such Defaulting Agent (such date, the “Removal Effective Date”). Upon the Removal Effective Date and regardless of whether a successor Agent has been appointed and accepted such appointment, the removal of such Defaulting Agent shall become effective and (i) such Defaulting Agent shall be discharged from its duties and obligations as Agent hereunder and (ii) all payments, communications and determinations provided to be made by, to or through the Agent shall instead be made by or to each Bank directly, until such time as the Majority Banks appoint a successor Agent as provided for above in this clause (b). (c) 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 as Agent of the retiring (or retired) or removed Agent, and the retiring or removed Agent shall be discharged from all of its duties and obligations as Agent hereunder or under the other Loan Documents (if not already discharged therefrom as provided above in this Section 7.06Section). The fees payable by the Borrowers Borrower to a successor Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Borrowers Borrower and such successor. After the retiring or removed Agent’s resignation or removal hereunder, or any retiring Local Currency Agent’s resignation or removal hereunder and under the Local Currency Addendum, or any retiring Japan Local Currency Agent’s resignation or removal under the Japan Local Currency Addendumother Loan Documents, the provisions of this Article VII and Section 8.04 §15 shall continue in effect for the benefit of such retiring or removed Agent, Local Currency Agent or Japan Local Currency Agent, its sub‑agents and their respective Related Parties in respect of any actions taken or omitted to be taken by any of them (i) while the retiring or removed Agent was acting as Agentthe Agent and (ii) after such resignation or removal for so long as any of them continues to act in any capacity hereunder or under the other Loan Documents, the retiring Local Currency Agent was including (a) acting as Local Currency collateral agent or otherwise holding any collateral security on behalf of any of the Lenders and (b) in respect of any actions taken in connection with transferring the agency to any successor Agent. Any resignation or removal by Bank of America as the Agent pursuant to this Section shall also constitute its resignation or removal as an L/C Issuer. Upon the acceptance of a successor’s appointment as the Agent hereunder, (a) such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of Bank of America as a retiring Japan Local Currency Agent was acting or removed L/C Issuer, (b) Bank of America shall be discharged from all of its duties and obligations hereunder or under the other Loan Documents as Japan Local Currency Agentan L/C Issuer, and (c) the successor L/C Issuer shall issue letters of credit in substitution for the Letters of Credit, if any, issued by Bank of America and outstanding at the time of such succession or make other arrangements satisfactory to Bank of America to effectively assume the obligations of Bank of America with respect to such Letters of Credit.

Resignation or Removal of Agent. (a) The Subject to the appointment and acceptance of a successor Agent as provided below, the Agent may resign at any time give by giving notice of its resignation thereof to the Banks Lenders and the BorrowersCompany, and the Agent may be removed at any time with or without cause by the Majority Lenders. Upon receipt of any such notice of resignationresignation or removal, the Majority Banks Lenders shall have the right, in consultation with the Borrowers, right to appoint a successorsuccessor Agent with the prior consent of the Company (which consent shall not be unreasonably withheld); PROVIDED, which that no such consent of the Company shall be a bank with required if an office in Event of Default has occurred and is continuing and the United States, or an Affiliate of any such bank with an office in Facility C Commitments have been terminated and/or the United StatesFacility C Loans and other amounts payable by the Company hereunder have been declared to be forthwith due and payable. If no such successor CREDIT AGREEMENT 72 Agent shall have been so appointed by the Majority Banks Lenders and shall have accepted such appointment within 60 30 days after the retiring Agent gives Agent's giving of notice of its resignation (such 60-day period, or the “Bank Appointment Period”)Majority Lenders' removal of the retiring Agent, then the retiring Agent may on behalf of the Banks, appoint a successor Agent meeting the qualifications set forth above. In addition and without any obligation on the part of the retiring Agent to appointmay, on behalf of the BanksLenders, appoint a successor Agent, the retiring Agent may at any time upon or after the end of the Bank Appointment Period notify the Borrowers and the Banks that no qualifying Person has accepted appointment as successor Agent and the effective date of such retiring Agent’s resignation which effective date shall be no earlier than three business days after the date a bank with a combined capital and surplus of such noticeat least $500,000,000. Upon the resignation effective date established in such notice and regardless acceptance of whether any appointment as Agent hereunder by a successor Agent, such successor Agent has been appointed shall thereupon succeed to and accepted such appointmentbecome vested with all the rights, powers, privileges and duties of the retiring Agent’s resignation shall nonetheless become effective , and (i) the retiring Agent shall be discharged from its duties and obligations as Agent hereunder and (ii) all payments, communications and determinations provided to be made by, to or through the Agent shall instead be made by or to each Bank directly, until such time as the Majority Banks appoint a successor Agent as provided for above in this clause (a). (b) If the Person serving as Agent is a Defaulting Bank pursuant to clause (iv) of the definition thereof (such Person, a “Defaulting Agent”), the Majority Banks may, by notice in writing to the Borrowers and such Defaulting Agent, remove such Defaulting Agent as Agent and, in consultation with the Borrowers, 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. Such Defaulting Agent’s removal shall become effective upon the earlier of (x) the date that a qualifying Person shall have been so appointed by the Majority Banks and shall have accepted such appointment and (y) 30 days after the delivery of the removal notice in writing to the Borrowers and such Defaulting Agent (such date, the “Removal Effective Date”). Upon the Removal Effective Date and regardless of whether a successor Agent has been appointed and accepted such appointment, the removal of such Defaulting Agent shall become effective and (i) such Defaulting Agent shall be discharged from its duties and obligations as Agent hereunder and (ii) all payments, communications and determinations provided to be made by, to or through the Agent shall instead be made by or to each Bank directly, until such time as the Majority Banks appoint a successor Agent as provided for above in this clause (b). (c) Upon the acceptance of a successor’s appointment as Agent hereunder, such successor shall succeed to and become vested with all of the rights, powers, privileges and duties as Agent of the retiring (or retired) or removed Agent, and the retiring or removed Agent shall be discharged from all of its duties and obligations as Agent hereunder (if not already discharged therefrom as provided above in this Section 7.06). The fees payable by the Borrowers to a successor Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Borrowers and such successor. After the any retiring or removed Agent’s 's resignation or removal hereunder, or any retiring Local Currency hereunder as Agent’s resignation or removal under the Local Currency Addendum, or any retiring Japan Local Currency Agent’s resignation or removal under the Japan Local Currency Addendum, the provisions of this Article VII and Section 8.04 10 shall continue in effect for the its benefit of such retiring or removed Agent, Local Currency Agent or Japan Local Currency Agent, its sub‑agents and their respective Related Parties in respect of any actions taken or omitted to be taken by any of them it while the retiring or removed Agent it was acting as Agent, the retiring Local Currency Agent was acting as Local Currency Agent or the retiring Japan Local Currency Agent was acting as Japan Local Currency Agent.

Resignation or Removal of Agent. (a) The Any Agent may resign from the performance of all its functions and duties hereunder and/or under the other Financing Documents at any time give by giving thirty (30) days’ prior notice to the Loan Parties and the Lenders. Any Agent may be removed at any time by the Required Lenders. Such resignation or removal shall take effect upon the appointment of a successor Agent, in accordance with this Section 10.06. (b) Upon any notice of its resignation to by any Agent or upon the Banks and the Borrowers. Upon receipt removal of any such notice of resignationAgent by the Required Lenders, the Majority Banks Required Xxxxxxx shall have the right, in consultation with the Borrowers, to appoint a successor, which shall be a bank with an office in the United States, or an Affiliate of any such bank with an office in the United States. If no such successor shall have been so appointed by the Majority Banks and shall have accepted such appointment within 60 days after the retiring Agent gives notice of its resignation (such 60-day period, the “Bank Appointment Period”), then the retiring Agent may on behalf of the Banks, appoint a successor Agent meeting the qualifications set forth above. In addition hereunder and without any obligation on the part of the retiring Agent to appoint, on behalf of the Banks, a successor Agent, the retiring Agent may at any time upon or after the end of the Bank Appointment Period notify the Borrowers and the Banks that no qualifying Person has accepted appointment as successor Agent and the effective date of such retiring Agent’s resignation which effective date under each other Financing Document who shall be a commercial bank having a combined capital and surplus of at least two hundred fifty million Dollars ($250,000,000). (c) If no earlier than three business days after the date of such notice. Upon the resignation effective date established in such notice and regardless of whether a successor Agent has been appointed and accepted by the Required Lenders within thirty (30) days after the date such appointmentnotice of resignation was given by such Agent or the Required Lenders elected to remove such Agent, any Senior Secured Party may petition any court of competent jurisdiction for the retiring appointment of a successor Agent’s resignation . Such court may thereupon, after such notice, if any, as it may deem proper, appoint a successor Agent, as applicable, who shall nonetheless become effective and (i) the retiring Agent shall be discharged from its duties and obligations serve as Agent hereunder and (ii) all payments, communications and determinations provided to be made by, to or through the Agent shall instead be made by or to under each Bank directly, other Financing Document until such time time, if any, as the Majority Banks Required Lenders appoint a successor Agent Agent, as provided for above in this clause (a)above. (b) If the Person serving as Agent is a Defaulting Bank pursuant to clause (iv) of the definition thereof (such Person, a “Defaulting Agent”), the Majority Banks may, by notice in writing to the Borrowers and such Defaulting Agent, remove such Defaulting Agent as Agent and, in consultation with the Borrowers, 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. Such Defaulting Agent’s removal shall become effective upon the earlier of (x) the date that a qualifying Person shall have been so appointed by the Majority Banks and shall have accepted such appointment and (y) 30 days after the delivery of the removal notice in writing to the Borrowers and such Defaulting Agent (such date, the “Removal Effective Date”). Upon the Removal Effective Date and regardless of whether a successor Agent has been appointed and accepted such appointment, the removal of such Defaulting Agent shall become effective and (i) such Defaulting Agent shall be discharged from its duties and obligations as Agent hereunder and (ii) all payments, communications and determinations provided to be made by, to or through the Agent shall instead be made by or to each Bank directly, until such time as the Majority Banks appoint a successor Agent as provided for above in this clause (b). (cd) Upon the acceptance of a successor’s appointment as Agent hereunderxxxxxxxxx, such successor shall succeed to and become vested with all of the rights, powers, privileges and duties as Agent of the retiring (or retiredremoved) or removed Agent, and the retiring (or removed removed) Agent shall be discharged from all of its duties and obligations as Agent hereunder (if not already discharged therefrom as provided above in this Section 7.06). The fees payable by and under the Borrowers to a successor Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Borrowers and such successorother Financing Documents. After the retiring or removed Agent’s resignation retirement or removal hereunder, or of any retiring Local Currency Agent’s resignation or removal Agent hereunder and under the Local Currency Addendum, or any retiring Japan Local Currency Agent’s resignation or removal under the Japan Local Currency Addendumother Financing Documents, the provisions of this Article VII and Section 8.04 X shall continue in effect for the benefit of such retiring (or removed Agent, Local Currency Agent or Japan Local Currency removed) Agent, its sub‑agents sub-agents and their respective Related Parties in respect of any actions taken or omitted to be taken by any of them while the retiring or removed such Agent was acting as Agent. (e) If a retiring (or removed) Agent is the Collateral Agent, such Collateral Agent will promptly transfer any Collateral in the retiring Local Currency possession or control of such Collateral Agent was acting to the successor Collateral Agent and will, subject to payment of its reasonable costs and expenses (including counsel fees and expenses), execute and deliver such notices, instructions and assignments as Local Currency may be reasonably necessary or desirable to transfer the rights of the Collateral Agent or with respect to such Collateral property to the retiring Japan Local Currency Agent was acting as Japan Local Currency successor Collateral Agent. (f) If a retiring or removed Agent is the Accounts Bank, such Accounts Bank will promptly transfer all of the Project Accounts and the Accounts Property to the possession or control of the successor Accounts Bank and will execute and deliver such notices, instructions and assignments as may be reasonably necessary or desirable to transfer the rights of the Accounts Bank with respect to the Project Accounts and the Accounts Property to the successor Accounts Bank.

Resignation or Removal of Agent. (a) The Subject to the appointment and acceptance of a successor Agent as provided below, the Agent may resign at any time give by giving notice of its resignation thereof to the Banks Lenders and the BorrowersCompany, and the Agent may be removed at any time with or without cause by the Majority Xxxxxxx. Upon receipt of any such notice of resignationresignation or removal, the Majority Banks Lenders shall have the right, in consultation with the Borrowers, right to appoint a successorsuccessor Agent with the prior consent of the Company (which consent shall not be unreasonably withheld); PROVIDED, which that no such consent of the Company shall be a bank with required if an office in Event of Default has occurred and is continuing and the United States, or an Affiliate of any such bank with an office in Facility C Commitments have been terminated and/or the United StatesFacility C Loans and other amounts payable by the Company hereunder have been declared to be forthwith due and payable. If no such successor Agent shall have been so appointed by the Majority Banks Lenders and shall have accepted such appointment within 60 30 days after the retiring Agent gives Agent's giving of notice of its resignation (such 60-day period, or the “Bank Appointment Period”)Majority Lenders' removal of the retiring Agent, then the retiring Agent may on behalf of the Banks, appoint a successor Agent meeting the qualifications set forth above. In addition and without any obligation on the part of the retiring Agent to appointmay, on behalf of the BanksLenders, appoint a successor Agent, the retiring Agent may at any time upon or after the end of the Bank Appointment Period notify the Borrowers and the Banks that no qualifying Person has accepted appointment as successor Agent and the effective date of such retiring Agent’s resignation which effective date shall be no earlier than three business days after the date a bank with a combined capital and surplus of such noticeat least $500,000,000. Upon the resignation effective date established in such notice and regardless acceptance of whether any appointment as Agent hereunder by a successor Agent, such successor Agent has been appointed shall thereupon succeed to and accepted such appointmentbecome vested with all the rights, powers, privileges and duties of the retiring Agent’s resignation shall nonetheless become effective , and (i) the retiring Agent shall be discharged from its duties and obligations as Agent hereunder and (ii) all payments, communications and determinations provided to be made by, to or through the Agent shall instead be made by or to each Bank directly, until such time as the Majority Banks appoint a successor Agent as provided for above in this clause (a). (b) If the Person serving as Agent is a Defaulting Bank pursuant to clause (iv) of the definition thereof (such Person, a “Defaulting Agent”), the Majority Banks may, by notice in writing to the Borrowers and such Defaulting Agent, remove such Defaulting Agent as Agent and, in consultation with the Borrowers, 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. Such Defaulting Agent’s removal shall become effective upon the earlier of (x) the date that a qualifying Person shall have been so appointed by the Majority Banks and shall have accepted such appointment and (y) 30 days after the delivery of the removal notice in writing to the Borrowers and such Defaulting Agent (such date, the “Removal Effective Date”). Upon the Removal Effective Date and regardless of whether a successor Agent has been appointed and accepted such appointment, the removal of such Defaulting Agent shall become effective and (i) such Defaulting Agent shall be discharged from its duties and obligations as Agent hereunder and (ii) all payments, communications and determinations provided to be made by, to or through the Agent shall instead be made by or to each Bank directly, until such time as the Majority Banks appoint a successor Agent as provided for above in this clause (b). (c) Upon the acceptance of a successor’s appointment as Agent hereunder, such successor shall succeed to and become vested with all of the rights, powers, privileges and duties as Agent of the retiring (or retired) or removed Agent, and the retiring or removed Agent shall be discharged from all of its duties and obligations as Agent hereunder (if not already discharged therefrom as provided above in this Section 7.06). The fees payable by the Borrowers to a successor Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Borrowers and such successor. After the any retiring or removed Agent’s 's resignation or removal hereunder, or any retiring Local Currency hereunder as Agent’s resignation or removal under the Local Currency Addendum, or any retiring Japan Local Currency Agent’s resignation or removal under the Japan Local Currency Addendum, the provisions of this Article VII and Section 8.04 10 shall continue in effect for the its benefit of such retiring or removed Agent, Local Currency Agent or Japan Local Currency Agent, its sub‑agents and their respective Related Parties in respect of any actions taken or omitted to be taken by any of them it while the retiring or removed Agent it was acting as Agent, the retiring Local Currency Agent was acting as Local Currency Agent or the retiring Japan Local Currency Agent was acting as Japan Local Currency Agent.

Resignation or Removal of Agent. (a) The Subject to the appointment and acceptance of a successor Agent as provided below, the Agent may resign at any time give by giving written notice of its resignation thereof at least thirty Banking Days prior thereto to the Banks and the BorrowersBorrower, the Agent may be removed at any time with cause by the Required Banks and the Agent may be removed at any time without cause by the Required Banks if with the prior written consent of the Borrower; provided that the Borrower and the other Banks shall be promptly notified thereof. Upon receipt of any such notice of resignationresignation or removal, the Majority Required Banks shall have the right, in consultation with the Borrowers, right to appoint a successor, which shall be a bank with an office in the United States, or an Affiliate of any such bank with an office in the United Statessuccessor Agent. If no such successor Agent shall have been so appointed by the Majority Required Banks and shall have accepted such appointment within 60 30 days after the retiring Agent gives Agent's giving of notice of its resignation (such 60-day period, or the “Bank Appointment Period”)Required Banks' removal of the retiring Agent, then the retiring Agent may may, on behalf of the Banks, appoint a successor Agent meeting the qualifications set forth aboveAgent, which shall be a Bank. In addition and without any obligation on the part of The Required Banks or the retiring Agent, as the case may be, shall upon the appointment of a Successor Agent to appoint, on behalf promptly so notify the Borrower and the other Banks. Upon the acceptance of the Banks, any appointment as Agent hereunder by a successor Agent, the retiring Agent may at any time upon or after the end of the Bank Appointment Period notify the Borrowers and the Banks that no qualifying Person has accepted appointment as such successor Agent shall thereupon succeed to and become vested with all the effective date rights, powers, privileges and duties of such retiring Agent’s resignation which effective date shall be no earlier than three business days after the date of such notice. Upon the resignation effective date established in such notice and regardless of whether a successor Agent has been appointed and accepted such appointment, the retiring Agent’s resignation shall nonetheless become effective , and (i) the retiring Agent shall be discharged from its duties and obligations as Agent hereunder and (ii) all payments, communications and determinations provided to be made by, to or through the hereunder. The retiring Agent shall instead execute all documents or instruments of assignment as shall be made by or necessary to each Bank directly, until such time as vest in the Majority Banks appoint a successor Agent as provided for above in this clause (a). (b) If the Person serving as Agent is a Defaulting Bank pursuant to clause (iv) of the definition thereof (such Person, a “Defaulting Agent”), the Majority Banks may, by notice in writing to the Borrowers and such Defaulting Agent, remove such Defaulting Agent as Agent and, in consultation with the Borrowers, 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. Such Defaulting Agent’s removal shall become effective upon the earlier of (x) the date that a qualifying Person shall have been so appointed by the Majority Banks and shall have accepted such appointment and (y) 30 days after the delivery of the removal notice in writing to the Borrowers and such Defaulting Agent (such date, the “Removal Effective Date”). Upon the Removal Effective Date and regardless of whether a successor Agent has been appointed and accepted such appointment, the removal of such Defaulting Agent shall become effective and (i) such Defaulting Agent shall be discharged from its duties and obligations as Agent hereunder and (ii) all payments, communications and determinations provided to be made by, to or through the Agent shall instead be made by or to each Bank directly, until such time as the Majority Banks appoint a successor Agent as provided for above in this clause (b). (c) Upon the acceptance of a successor’s appointment as Agent hereunder, such successor shall succeed to and become vested with all of the rights, powers, privileges and duties as Agent rights of the retiring (or retired) or removed Agent, and the retiring or removed Agent shall be discharged from all of its duties and obligations as Agent hereunder (if not already discharged therefrom as provided above in this Section 7.06). The fees payable by the Borrowers to a successor Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Borrowers and such successorhereunder. After the any retiring or removed Agent’s 's resignation or removal hereunder, or any retiring Local Currency hereunder as Agent’s resignation or removal under the Local Currency Addendum, or any retiring Japan Local Currency Agent’s resignation or removal under the Japan Local Currency Addendum, the provisions of this Article VII and Section 8.04 11 shall continue in effect for the its benefit of such retiring or removed Agent, Local Currency Agent or Japan Local Currency Agent, its sub‑agents and their respective Related Parties in respect of any actions taken or omitted to be taken by any of them it while the retiring or removed Agent it was acting as Agent, the retiring Local Currency Agent was acting as Local Currency Agent or the retiring Japan Local Currency Agent was acting as Japan Local Currency Agent.

Resignation or Removal of Agent. Either Agent may, and at the request of the Required Banks shall, resign as an Agent upon 30 days' notice to the Banks. If the Administrative Agent resigns, the Required Banks shall, with (aso long as no Event of Default exists) The the consent of the Company (which shall not be unreasonably withheld or delayed), appoint from among the Banks a successor administrative agent for the Banks. If no successor administrative agent is appointed prior to the effective date of the resignation of the Administrative Agent, the Administrative Agent may at any time give notice of its resignation to appoint, after consulting with the Banks and the Borrowers. Upon receipt of any such notice of resignation, the Majority Banks shall have the right, in consultation with the Borrowers, to appoint a successor, which shall be a bank with an office in the United States, or an Affiliate of any such bank with an office in the United States. If no such successor shall have been so appointed by the Majority Banks and shall have accepted such appointment within 60 days after the retiring Agent gives notice of its resignation (such 60-day period, the “Bank Appointment Period”), then the retiring Agent may on behalf of the Banks, appoint a successor Agent meeting the qualifications set forth above. In addition and without any obligation on the part of the retiring Agent to appoint, on behalf of the BanksCompany, a successor Agent, administrative agent from among the retiring Agent may at any time upon or after the end of the Bank Appointment Period notify the Borrowers and the Banks that no qualifying Person has accepted appointment as successor Agent and the effective date of such retiring Agent’s resignation which effective date shall be no earlier than three business days after the date of such noticeBanks. Upon the resignation effective date established in such notice and regardless of whether a successor Agent has been appointed and accepted such appointment, the retiring Agent’s resignation shall nonetheless become effective and (i) the retiring Agent shall be discharged from its duties and obligations as Agent hereunder and (ii) all payments, communications and determinations provided to be made by, to or through the Agent shall instead be made by or to each Bank directly, until such time as the Majority Banks appoint a successor Agent as provided for above in this clause (a). (b) If the Person serving as Agent is a Defaulting Bank pursuant to clause (iv) of the definition thereof (such Person, a “Defaulting Agent”), the Majority Banks may, by notice in writing to the Borrowers and such Defaulting Agent, remove such Defaulting Agent as Agent and, in consultation with the Borrowers, 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. Such Defaulting Agent’s removal shall become effective upon the earlier of (x) the date that a qualifying Person shall have been so appointed by the Majority Banks and shall have accepted such appointment and (y) 30 days after the delivery of the removal notice in writing to the Borrowers and such Defaulting Agent (such date, the “Removal Effective Date”). Upon the Removal Effective Date and regardless of whether a successor Agent has been appointed and accepted such appointment, the removal of such Defaulting Agent shall become effective and (i) such Defaulting Agent shall be discharged from its duties and obligations as Agent hereunder and (ii) all payments, communications and determinations provided to be made by, to or through the Agent shall instead be made by or to each Bank directly, until such time as the Majority Banks appoint a successor Agent as provided for above in this clause (b). (c) Upon the acceptance of a successor’s its appointment as Agent successor administrative agent hereunder, such successor administrative agent shall succeed to and become vested with all of the rights, powerspowers and duties of the resigning Administrative Agent and the term "Administrative Agent" shall mean such successor administrative agent, privileges and the resigning Administrative Agent's appointment, powers and duties as Agent of the retiring (or retired) or removed Agent, and the retiring or removed Administrative Agent shall be discharged from all of its duties and obligations as Agent hereunder (if not already discharged therefrom as provided above in this Section 7.06). The fees payable by the Borrowers to a successor Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Borrowers and such successorterminated. After the retiring or removed any Agent’s 's resignation or removal hereunder, or any retiring Local Currency hereunder as an Agent’s resignation or removal under the Local Currency Addendum, or any retiring Japan Local Currency Agent’s resignation or removal under the Japan Local Currency Addendum, the provisions of this Article VII Section 13 and Section 8.04 Sections 14.6 and 14.11 shall continue in effect for the inure to its benefit of such retiring or removed Agent, Local Currency Agent or Japan Local Currency Agent, its sub‑agents and their respective Related Parties in respect of as to any actions taken or omitted to be taken by any it while it was an Agent under this Agreement. If the Administrative Agent resigns or is removed and no successor administrative agent has accepted appointment as Administrative Agent by the date which is 30 days following the resigning Administrative Agent's notice of them while the retiring or removed Agent was acting as Agentresignation, the retiring Local Currency resigning Administrative Agent's resignation shall nevertheless thereupon become effective and the Banks shall perform all of the duties of the Administrative Agent was acting hereunder until such time, if any, as Local Currency the Required Banks appoint a successor administrative agent as provided for above. Notwithstanding the foregoing, M&I may not be required to resign as the Administrative Agent or at the retiring Japan Local Currency Agent was acting request of the Required Banks unless M&I shall also simultaneously be replaced as Japan Local Currency Agent.an "Issuing Bank" and the "Swing Line Bank" hereunder pursuant to documentation in form and substance reasonably satisfactory to M&I.

Resignation or Removal of Agent. (a) The Subject to the appointment and acceptance of a successor Agent as provided below, the Agent may resign at any time give by giving notice of its resignation thereof to the Banks Lenders and the BorrowersCompany, and the Agent may be removed at any time with or without cause by the Majority Lenders. Upon receipt of any such notice of resignationresignation or removal, the Majority Banks Lenders shall have the right, in consultation with the Borrowers, right to appoint a successorsuccessor Agent with the prior consent of the Company (which consent shall not be unreasonably withheld); PROVIDED, which that no such consent of the Company shall be a bank with required if an office in Event of Default has occurred and is continuing and the United States, or an Affiliate of any such bank with an office in Commitments have been terminated and/or the United StatesLoans and other amounts payable by the Obligors hereunder have been declared forthwith are due and payable. If no such successor Agent shall have been so appointed by the Majority Banks Lenders and shall have accepted such appointment within 60 30 days after the retiring Agent gives Agent's giving of notice of its resignation (such 60-day period, or the “Bank Appointment Period”)Majority Lenders' removal of the retiring Agent, then the retiring Agent may on behalf of the Banks, appoint a successor Agent meeting the qualifications set forth above. In addition and without any obligation on the part of the retiring Agent to appointmay, on behalf of the BanksLenders, appoint a successor Agent, the retiring Agent may at any time upon or after the end of the Bank Appointment Period notify the Borrowers and the Banks that no qualifying Person has accepted appointment as successor Agent and the effective date of such retiring Agent’s resignation which effective date shall be no earlier than three business days after the date a bank that has an office in New York, New York with a combined capital and surplus of such noticeat least $500,000,000. Upon the resignation effective date established in such notice and regardless acceptance of whether any appointment as Agent hereunder by a successor Agent, such successor Agent has been appointed shall thereupon succeed to and accepted such appointmentbecome vested with all the rights, powers, privileges and duties of the retiring Agent’s resignation shall nonetheless become effective , and (i) the retiring Agent shall be discharged from its duties and obligations as Agent hereunder and (ii) all payments, communications and determinations provided to be made by, to or through the Agent shall instead be made by or to each Bank directly, until such time as the Majority Banks appoint a successor Agent as provided for above in this clause (a). (b) If the Person serving as Agent is a Defaulting Bank pursuant to clause (iv) of the definition thereof (such Person, a “Defaulting Agent”), the Majority Banks may, by notice in writing to the Borrowers and such Defaulting Agent, remove such Defaulting Agent as Agent and, in consultation with the Borrowers, 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. Such Defaulting Agent’s removal shall become effective upon the earlier of (x) the date that a qualifying Person shall have been so appointed by the Majority Banks and shall have accepted such appointment and (y) 30 days after the delivery of the removal notice in writing to the Borrowers and such Defaulting Agent (such date, the “Removal Effective Date”). Upon the Removal Effective Date and regardless of whether a successor Agent has been appointed and accepted such appointment, the removal of such Defaulting Agent shall become effective and (i) such Defaulting Agent shall be discharged from its duties and obligations as Agent hereunder and (ii) all payments, communications and determinations provided to be made by, to or through the Agent shall instead be made by or to each Bank directly, until such time as the Majority Banks appoint a successor Agent as provided for above in this clause (b). (c) Upon the acceptance of a successor’s appointment as Agent hereunder, such successor shall succeed to and become vested with all of the rights, powers, privileges and duties as Agent of the retiring (or retired) or removed Agent, and the retiring or removed Agent shall be discharged from all of its duties and obligations as Agent hereunder (if not already discharged therefrom as provided above in this Section 7.06). The fees payable by the Borrowers to a successor Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Borrowers and such successor. After the any retiring or removed Agent’s 's resignation or removal hereunder, or any retiring Local Currency hereunder as Agent’s resignation or removal under the Local Currency Addendum, or any retiring Japan Local Currency Agent’s resignation or removal under the Japan Local Currency Addendum, the provisions of this Article VII and Section 8.04 11 shall continue in effect for the its benefit of such retiring or removed Agent, Local Currency Agent or Japan Local Currency Agent, its sub‑agents and their respective Related Parties in respect of any actions taken or omitted to be taken by any of them it while the retiring or removed Agent it was acting as Agent, the retiring Local Currency Agent was acting as Local Currency Agent or the retiring Japan Local Currency Agent was acting as Japan Local Currency Agent.

Resignation or Removal of Agent. (a) The Subject to the appointment and acceptance of a successor Agent as provided below, the Agent may resign at any time give by giving notice of its resignation thereof to the Banks Lenders and the Borrowers, and the Agent may be removed at any time with or without cause by the Majority Lenders. If the Agent also then serves in the capacity of the Swing Line Lender, such resignation or removal of the Agent shall not constitute resignation or removal of the Swing Line Lender. Upon receipt of any such notice of resignationresignation or removal, the Majority Banks Lenders shall with the consent of the Borrowers which consent shall not be unreasonably withheld have the right, in consultation with the Borrowers, right to appoint a successorsuccessor Agent, which shall be a bank with Lender; provided that if upon the date of such appointment an office in Event of Default shall exist, such consent of the United States, or an Affiliate of any such bank with an office in the United StatesBorrowers shall not be required. If no such successor Agent shall have been so appointed by the Majority Banks Lenders and shall have accepted such appointment within 60 30 days after the retiring Agent gives Agent's giving of notice of its resignation (such 60-day period, or the “Bank Appointment Period”)Majority Lenders' removal of the retiring Agent, then the retiring Agent may may, on behalf of the BanksLenders, appoint a successor Agent meeting with the qualifications set forth consent of the Borrowers (such consent not to be unreasonably withheld), that shall be a Lender with a combined capital and surplus of at least $2,000,000,000. Upon the acceptance of any appointment as Agent hereunder by a successor Agent (with the consent of the Borrowers as may be provided above. In addition ), such successor Agent shall thereupon succeed to and without any obligation on become vested with all the part rights, powers, privileges and duties of the retiring Agent to appoint, on behalf of the Banks, a successor Agent, the retiring Agent may at any time upon or after the end of the Bank Appointment Period notify the Borrowers and the Banks that no qualifying Person has accepted appointment as successor Agent and the effective date of such retiring Agent’s resignation which effective date shall be no earlier than three business days after the date of such notice. Upon the resignation effective date established in such notice and regardless of whether a successor Agent has been appointed and accepted such appointment, the retiring Agent’s resignation shall nonetheless become effective and (i) the retiring Agent shall be discharged from its duties and obligations as Agent hereunder and (ii) all payments, communications and determinations provided to be made by, to or through the Agent shall instead be made by or to each Bank directly, until such time as the Majority Banks appoint a successor Agent as provided for above in this clause (a). (b) If the Person serving as Agent is a Defaulting Bank pursuant to clause (iv) of the definition thereof (such Person, a “Defaulting Agent”), the Majority Banks may, by notice in writing to the Borrowers and such Defaulting Agent, remove such Defaulting Agent as Agent and, in consultation with the Borrowers, 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. Such Defaulting Agent’s removal shall become effective upon the earlier of (x) the date that a qualifying Person shall have been so appointed by the Majority Banks and shall have accepted such appointment and (y) 30 days after the delivery of the removal notice in writing to the Borrowers and such Defaulting Agent (such date, the “Removal Effective Date”). Upon the Removal Effective Date and regardless of whether a successor Agent has been appointed and accepted such appointment, the removal of such Defaulting Agent shall become effective and (i) such Defaulting Agent shall be discharged from its duties and obligations as Agent hereunder and (ii) all payments, communications and determinations provided to be made by, to or through the Agent shall instead be made by or to each Bank directly, until such time as the Majority Banks appoint a successor Agent as provided for above in this clause (b). (c) Upon the acceptance of a successor’s appointment as Agent hereunder, such successor shall succeed to and become vested with all of the rights, powers, privileges and duties as Agent of the retiring (or retired) or removed Agent, and the retiring or removed Agent shall be discharged from all of its duties and obligations as Agent hereunder (if not already discharged therefrom as provided above in this Section 7.06). The fees payable by the Borrowers to a successor Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Borrowers and such successor. After the any retiring or removed Agent’s 's resignation or removal hereunder, or any retiring Local Currency hereunder as Agent’s resignation or removal under the Local Currency Addendum, or any retiring Japan Local Currency Agent’s resignation or removal under the Japan Local Currency Addendum, the provisions of this Article VII and Section 8.04 12 shall continue in effect for the its benefit of such retiring or removed Agent, Local Currency Agent or Japan Local Currency Agent, its sub‑agents and their respective Related Parties in respect of any actions taken or omitted to be taken by any of them it while the retiring or removed Agent it was acting as Agent, the retiring Local Currency Agent was acting as Local Currency Agent or the retiring Japan Local Currency Agent was acting as Japan Local Currency Agent.

Resignation or Removal of Agent. (a) The Agent may at any time give notice of its resignation to the Banks and the Borrowers. Upon receipt of any such notice of resignation, the Majority Banks shall have the right, in consultation with the Borrowers, to appoint a successor, which shall be a bank with an office in the United States, or an Affiliate of any such bank with an office in the United States. If no such successor shall have been so appointed by the Majority Banks and shall have accepted such appointment within 60 days after the retiring Agent gives notice of its resignation (such 60-day period, the “Bank Appointment Period”), then the retiring Agent may on behalf of the Banks, appoint a successor Agent meeting the qualifications set forth above. In addition and without any obligation on the part of the retiring Agent to appoint, on behalf of the Banks, a successor Agent, the retiring Agent may at any time upon or after the end of the Bank Appointment Period notify the Borrowers and the Banks that no qualifying Person has accepted appointment as successor Agent and the effective date of such retiring Agent’s resignation which effective date shall be no earlier than three business days after the date of such notice. Upon the resignation effective date established in such notice and regardless of whether a successor Agent has been appointed and accepted such appointment, the retiring Agent’s resignation shall nonetheless become effective and (i) the retiring Agent shall be discharged from its duties and obligations as Agent hereunder and (ii) all payments, communications and determinations provided to be made by, to or through the Agent shall instead be made by or to each Bank directly, until such time as the Majority Banks appoint a successor Agent as provided for above in this clause (a). (b) If the Person serving as Agent is a Defaulting Bank pursuant to clause (iv) of the definition thereof (such Person, a “Defaulting Agent”), the Majority Banks may, by notice in writing to the Borrowers and such Defaulting Agent, remove such Defaulting Agent as Agent and, in consultation with the Borrowers, 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. Such Defaulting Agent’s removal shall become effective upon the earlier of (x) the date that a qualifying Person shall have been so appointed by the Majority Banks and shall have accepted such appointment and (y) 30 days after the delivery of the removal notice in writing to the Borrowers and such Defaulting Agent (such date, the “Removal Effective Date”). Upon the Removal Effective Date and regardless of whether a successor Agent has been appointed and accepted such appointment, the removal of such Defaulting Agent shall become effective and (i) such Defaulting Agent shall be discharged from its duties and obligations as Agent hereunder and (ii) all payments, communications and determinations provided to be made by, to or through the Agent shall instead be made by or to each Bank directly, until such time as the Majority Banks appoint a successor Agent as provided for above in this clause (b). (c) Upon the acceptance of a successor’s appointment as Agent hereunder, such successor shall succeed to and become vested with all of the rights, powers, privileges and duties as Agent of the retiring (or retired) or removed Agent, and the retiring or removed Agent shall be discharged from all of its duties and obligations as Agent hereunder (if not already discharged therefrom as provided above in this Section 7.06). The fees payable by the Borrowers to a successor Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Borrowers and such successor. After the retiring or removed Agent’s resignation or removal hereunder, or any retiring Local Currency Agent’s resignation or removal under the Local Currency Addendum, or any retiring Japan Local Currency Agent’s resignation or removal under the Japan Local Currency Addendum, the provisions of this Article VII and Section 8.04 shall continue in effect for the benefit of such retiring or removed Agent, Local Currency Agent or Japan Local Currency Agent, its sub‑agents sub agents and their respective Related Parties in respect of any actions taken or omitted to be taken by any of them while the retiring or removed Agent was acting as Agent, the retiring Local Currency Agent was acting as Local Currency Agent or the retiring Japan Local Currency Agent was acting as Japan Local Currency Agent.. Caterpillar: Confidential Green

Resignation or Removal of Agent. (a) The Subject to the appointment and acceptance of a successor Agent as provided below, the Agent may resign at any time give by giving notice thereof to the Lenders and the Borrower, and the Agent may be removed at any time with or without cause by the Required Lenders. If a Lender which is serving as Agent assigns all of its resignation rights and interests hereunder pursuant to Section 9.08 hereof, such assignment shall operate as, and shall be deemed notice to the Banks other Lenders and to the BorrowersBorrower of, the Agent's resignation. Upon receipt of any such notice of resignationresignation or removal, the Majority Banks Required Lenders or their respective assignees shall have the right, in consultation with the Borrowers, right to appoint a successor, which shall be a bank with an office in the United States, or an Affiliate of any such bank with an office in the United Statessuccessor Agent. If no such successor Agent shall have been so appointed by the Majority Banks Required Lenders or their respective assignees and shall have accepted such appointment within 60 30 days after the retiring Agent gives Agent's notice of its resignation (such 60-day periodresignation, the “Bank Appointment Period”)Required Lenders' removal of the retiring Agent, or the retiring Agent's notice of assignment, then the retiring Retiring Agent may on behalf of the Banks, appoint a successor Agent meeting the qualifications set forth above. In addition and without any obligation on the part of the retiring Agent to appointmay, on behalf of the BanksLenders, appoint a successor Agent. Upon the acceptance of any appointment as Agent hereunder by a successor Agent, the retiring Agent may at any time upon or after the end of the Bank Appointment Period notify the Borrowers and the Banks that no qualifying Person has accepted appointment as such successor Agent shall thereupon succeed to and become vested with all the effective date rights, powers, privileges and duties of such retiring Agent’s resignation which effective date shall be no earlier than three business days after the date of such notice. Upon the resignation effective date established in such notice and regardless of whether a successor Agent has been appointed and accepted such appointment, the retiring Agent’s resignation shall nonetheless become effective , and (i) the retiring Agent shall be discharged from its duties and obligations hereunder. Notwithstanding the foregoing, if each Lender shall assign all of its respective rights and interests hereunder pursuant to Section 9.08 hereof to the assignee or assignees, then such assignee or assignees, or their respective designee, shall automatically be deemed to be, and shall have all of the powers, rights and privileges of, the Agent as of the effective date of such assignment unless and until the Required Lenders remove such assignee or assignees as Agent hereunder and (ii) all payments, communications and determinations provided to be made by, to or through the Agent shall instead be made by or to each Bank directly, until such time as the Majority Banks appoint a successor Successor Agent as provided for above in this clause (a). (b) If the Person serving as Agent is a Defaulting Bank pursuant to clause (iv) of the definition thereof (such Person, a “Defaulting Agent”), the Majority Banks may, by notice in writing to the Borrowers and such Defaulting Agent, remove such Defaulting Agent as Agent and, in consultation with the Borrowers, 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. Such Defaulting Agent’s removal shall become effective upon the earlier of (x) the date that a qualifying Person shall have been so appointed by the Majority Banks and shall have accepted such appointment and (y) 30 days after the delivery of the removal notice in writing to the Borrowers and such Defaulting Agent (such date, the “Removal Effective Date”). Upon the Removal Effective Date and regardless of whether a successor Agent has been appointed and accepted such appointment, the removal of such Defaulting Agent shall become effective and (i) such Defaulting Agent shall be discharged from its duties and obligations as Agent hereunder and (ii) all payments, communications and determinations provided to be made by, to or through the Agent shall instead be made by or to each Bank directly, until such time as the Majority Banks appoint a successor Agent as provided for above in this clause (b). (c) Upon the acceptance of a successor’s appointment as Agent hereunder, such successor shall succeed to and become vested with all of the rights, powers, privileges and duties as Agent of the retiring (or retired) or removed Agent, and the retiring or removed Agent shall be discharged from all of its duties and obligations as Agent hereunder (if not already discharged therefrom as provided above in this Section 7.06). The fees payable by the Borrowers to a successor Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Borrowers and such successorabove. After the any retiring or removed Agent’s 's resignation or removal hereunder, or any retiring Local Currency hereunder as Agent’s resignation or removal under the Local Currency Addendum, or any retiring Japan Local Currency Agent’s resignation or removal under the Japan Local Currency Addendum, the provisions of this Article VII and Section 8.04 39 shall continue in effect for the its benefit of such retiring or removed Agent, Local Currency Agent or Japan Local Currency Agent, its sub‑agents and their respective Related Parties in respect of any actions taken or omitted to be taken by any of them it while the retiring or removed Agent it was acting as Agent, the retiring Local Currency Agent was acting as Local Currency Agent or the retiring Japan Local Currency Agent was acting as Japan Local Currency Agenthereunder.

Resignation or Removal of Agent. (a) The Either Agent may at any time give notice of its resignation to the Banks Lenders and the BorrowersBorrower and any Agent may be removed at any time with or without cause by the Lenders. Upon receipt of any such notice of resignationresignation or removal, the Majority Banks Required Lenders shall have the right, in consultation with the BorrowersBorrower, to appoint a successorsuccessor Administrative Agent or Collateral Agent, as applicable, which shall be a bank with an office in the New York City, New York, United States, States or an Affiliate of any such bank with an office in the New York City, New York, United States. If In the case of an Agent’s resignation, if no such successor shall have been so appointed by the Majority Banks Required Xxxxxxx and shall have accepted such appointment within 60 thirty (30) days after the retiring Agent gives notice of its resignation (or such 60-earlier day period, as shall be agreed by the Required Lenders) (the “Bank Appointment PeriodResignation Effective Date”)) or after the Agent was removed, then the retiring Agent may (but shall not be obligated to), on behalf of the BanksLenders, appoint a successor Administrative Agent or Collateral Agent, as the case may be, meeting the qualifications set forth above; provided that in no event shall any such successor Administrative Agent or Collateral Agent be a Defaulting Lender. Whether or not a successor has been appointed, such resignation shall become effective in accordance with such notice on the Resignation Effective Date. In addition and without any obligation on the part case of the retiring Agent to appoint, on behalf of the Banks, a successor Agent, the retiring Agent may at any time upon or after the end of the Bank Appointment Period notify the Borrowers and the Banks that no qualifying Person has accepted appointment as successor Agent and the effective date of such retiring an Agent’s resignation which effective date removal, if no such successor shall have been so appointed by the Required Lenders and shall have accepted such appointment within thirty (30) days (or such earlier day as shall be no earlier than three business days after agreed by the date of Required Lenders) (the “Removal Effective Date”), then such notice. Upon the resignation effective date established in such notice and regardless of whether a successor Agent has been appointed and accepted such appointment, the retiring Agent’s resignation removal shall nonetheless become effective and in accordance with such notice on the Removal Effective Date. (b) With effect from the Resignation Effective Date or the Removal Effective Date (as applicable), (i) the retiring or removed Agent shall be discharged from its duties and obligations hereunder and under the other Loan Documents (except that in the case of any collateral security held by such Agent on behalf of the Secured Parties under any of the Collateral Documents, the retiring or removed Agent shall continue to hold such collateral security until such time as a successor Agent hereunder is appointed and any Law regarding substitution or replacement have been satisfied) and (ii) except for any indemnity payments owed to the retiring or removed Agent, all payments, communications and determinations provided to be made by, to or through the Administrative Agent or the Collateral Agent, as applicable, shall instead be made by or to each Bank the Borrower directly, until such time time, if any, as the Majority Banks Required Lenders appoint a successor Administrative Agent or Collateral Agent, as applicable as provided for above in this clause (a). (b) If the Person serving as Agent is a Defaulting Bank pursuant to clause (iv) of the definition thereof (such Person, a “Defaulting Agent”), the Majority Banks may, by notice in writing to the Borrowers and such Defaulting Agent, remove such Defaulting Agent as Agent and, in consultation with the Borrowers, 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 Statesabove. Such Defaulting Agent’s removal shall become effective upon the earlier of (x) the date that a qualifying Person shall have been so appointed by the Majority Banks and shall have accepted such appointment and (y) 30 days after the delivery of the removal notice in writing to the Borrowers and such Defaulting Agent (such date, the “Removal Effective Date”). Upon the Removal Effective Date and regardless of whether a successor Agent has been appointed and accepted such appointment, the removal of such Defaulting Agent shall become effective and (i) such Defaulting Agent shall be discharged from its duties and obligations as Agent hereunder and (ii) all payments, communications and determinations provided to be made by, to or through the Agent shall instead be made by or to each Bank directly, until such time as the Majority Banks appoint a successor Agent as provided for above in this clause (b). (c) Upon the acceptance of a successor’s appointment as Administrative Agent or Collateral Agent, as applicable, hereunder, and satisfaction of Laws regarding substitution or replacement of an agent, such successor shall succeed to and become vested with all of the rights, powers, privileges and duties as Agent of the retiring or removed Agent (or retired) other than any rights to indemnity payments owed to the retiring or removed Agent), and the retiring or removed Agent shall be discharged from all of its duties and obligations as Agent hereunder (if not already discharged therefrom as provided above in this Section 7.06)or under the other Loan Documents. The fees payable by the Borrowers any Loan Party to a successor Administrative Agent or Collateral Agent, as applicable, shall be the same as those payable to its predecessor unless otherwise agreed between the Borrowers Borrower and such successor. After the retiring or removed Agent’s resignation or removal hereunder, or any retiring Local Currency Agent’s resignation or removal hereunder and under the Local Currency Addendum, or any retiring Japan Local Currency Agent’s resignation or removal under the Japan Local Currency Addendumother Loan Documents, the provisions of this Article VII VIII and Section 8.04 10.03 shall continue in effect for the benefit of such retiring or removed Agent, Local Currency Agent or Japan Local Currency Agent, its sub‑agents sub-agents and their respective Related Parties in respect of any actions taken or omitted to be taken by any of them while the retiring or removed Agent was acting as Administrative Agent or Collateral Agent, the retiring Local Currency Agent was acting as Local Currency Agent or the retiring Japan Local Currency Agent was acting as Japan Local Currency Agentapplicable.

Resignation or Removal of Agent. (a) The Any Agent may resign from the performance of all its functions and duties hereunder and/or under the other Financing Documents at any time give by giving thirty (30) days’ prior notice to the Borrower and the Lenders. Any Agent may be removed at any time by the Required Lenders. Such resignation or removal shall take effect upon the appointment of a successor Agent, in accordance with this Section 9.06. (b) Upon any notice of its resignation to by any Agent or upon the Banks and the Borrowers. Upon receipt removal of any such notice of resignationAgent by the Required Lenders, the Majority Banks Required Lenders shall have the right, in consultation with the Borrowers, to appoint a successor, which shall be a bank with an office in the United States, or an Affiliate of any such bank with an office in the United States. If no such successor shall have been so appointed by the Majority Banks and shall have accepted such appointment within 60 days after the retiring Agent gives notice of its resignation (such 60-day period, the “Bank Appointment Period”), then the retiring Agent may on behalf of the Banks, appoint a successor Agent meeting the qualifications set forth above. In addition hereunder and without any obligation on the part of the retiring Agent to appoint, on behalf of the Banks, a successor Agent, the retiring Agent may at any time upon or after the end of the Bank Appointment Period notify the Borrowers and the Banks that no qualifying Person has accepted appointment as successor Agent and the effective date of such retiring Agent’s resignation which effective date under each other Financing Document who shall be a commercial bank having a combined capital and surplus of at least two hundred fifty million Dollars ($250,000,000). (c) If no earlier than three business days after the date of such notice. Upon the resignation effective date established in such notice and regardless of whether a successor Agent has been appointed and accepted by the Required Lenders within thirty (30) days) after the date such appointmentnotice of resignation was given by such Agent or the Required Lenders elected to remove such Agent, any Senior Secured Party may petition any court of competent jurisdiction for the retiring appointment of a successor Agent’s resignation . Such court may thereupon, after such notice, if any, as it may deem proper, appoint a successor Agent, as applicable, who shall nonetheless become effective and (i) the retiring Agent shall be discharged from its duties and obligations serve as Agent hereunder and (ii) all payments, communications and determinations provided to be made by, to or through the Agent shall instead be made by or to under each Bank directly, other Financing Document until such time time, if any, as the Majority Banks Required Lenders appoint a successor Agent Agent, as provided for above in this clause (a)above. (b) If the Person serving as Agent is a Defaulting Bank pursuant to clause (iv) of the definition thereof (such Person, a “Defaulting Agent”), the Majority Banks may, by notice in writing to the Borrowers and such Defaulting Agent, remove such Defaulting Agent as Agent and, in consultation with the Borrowers, 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. Such Defaulting Agent’s removal shall become effective upon the earlier of (x) the date that a qualifying Person shall have been so appointed by the Majority Banks and shall have accepted such appointment and (y) 30 days after the delivery of the removal notice in writing to the Borrowers and such Defaulting Agent (such date, the “Removal Effective Date”). Upon the Removal Effective Date and regardless of whether a successor Agent has been appointed and accepted such appointment, the removal of such Defaulting Agent shall become effective and (i) such Defaulting Agent shall be discharged from its duties and obligations as Agent hereunder and (ii) all payments, communications and determinations provided to be made by, to or through the Agent shall instead be made by or to each Bank directly, until such time as the Majority Banks appoint a successor Agent as provided for above in this clause (b). (cd) Upon the acceptance of a successor’s appointment as Agent hereunder, such successor shall succeed to and become vested with all of the rights, powers, privileges and duties as Agent of the retiring (or retiredremoved) or removed Agent, and the retiring (or removed removed) Agent shall be discharged from all of its duties and obligations as Agent hereunder (if not already discharged therefrom as provided above in this Section 7.06). The fees payable by and under the Borrowers to a successor Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Borrowers and such successorother Financing Documents. After the retiring or removed Agent’s resignation retirement or removal hereunder, or of any retiring Local Currency Agent’s resignation or removal Agent hereunder and under the Local Currency Addendum, or any retiring Japan Local Currency Agent’s resignation or removal under the Japan Local Currency Addendumother Financing Documents, the provisions of this Article VII and Section 8.04 IX shall continue in effect for the benefit of such retiring (or removed Agent, Local Currency Agent or Japan Local Currency removed) Agent, its sub‑agents sub agents and their respective Related Parties in respect of any actions taken or omitted to be taken by any of them while the retiring or removed such Agent was acting as Agent. (e) If a retiring (or removed) Agent is the Collateral Agent, such Collateral Agent will promptly transfer any Collateral in the retiring Local Currency possession or control of such Collateral Agent was acting to the successor Collateral Agent and will, subject to payment of its reasonable costs and expenses (including counsel fees and expenses), execute and deliver such notices, instructions and assignments as Local Currency may be reasonably necessary or desirable to transfer the rights of the Collateral Agent or with respect to such Collateral property to the retiring Japan Local Currency Agent was acting as Japan Local Currency successor Collateral Agent.

Resignation or Removal of Agent. (a) The Subject to the provisions of subsection (c) of this Section 19.7, the Agent may at any time give resign from the trusts created by this Agreement by giving 30 days' written notice of its resignation thereof to the Banks Servicer and the BorrowersBorrower. Upon receipt of any receiving such notice of resignation, the Majority Banks Servicer, shall have the rightpromptly appoint a successor Agent by written instrument, in consultation with the Borrowersduplicate, to appoint a successor, one copy of which instrument shall be a bank with an office in delivered to the United States, or an Affiliate of any such bank with an office in resigning Agent and one copy to the United Statessuccessor Agent. If no such successor Agent shall have been so appointed by the Majority Banks and shall have accepted such appointment within 60 thirty (30) days after the retiring Agent gives giving of such notice of its resignation (such 60-day periodresignation, the “Bank Appointment Period”), then the retiring resigning Agent may on behalf petition any court of competent jurisdiction for the Banks, appoint a successor Agent meeting the qualifications set forth above. In addition and without any obligation on the part of the retiring Agent to appoint, on behalf of the Banks, a successor Agent, the retiring Agent may at any time upon or after the end of the Bank Appointment Period notify the Borrowers and the Banks that no qualifying Person has accepted appointment as successor Agent and the effective date of such retiring Agent’s resignation which effective date shall be no earlier than three business days after the date of such notice. Upon the resignation effective date established in such notice and regardless of whether a successor Agent has been appointed and accepted such appointment, the retiring Agent’s resignation shall nonetheless become effective and (i) the retiring Agent shall be discharged from its duties and obligations as Agent hereunder and (ii) all payments, communications and determinations provided to be made by, to or through the Agent shall instead be made by or to each Bank directly, until such time as the Majority Banks appoint a successor Agent as provided for above in this clause (a). (b) If at any time the Person serving Agent shall cease to be eligible in accordance with the provisions of this Section 19.7 and shall fail to resign after written request therefor by the Servicer or the Borrower, or if at any time the Agent shall be legally unable to act, or shall be adjudged a bankrupt or insolvent or a receiver of the Agent or of its property shall be appointed or any public officer shall take charge or control of the Agent or of its property or affairs for the purpose of rehabilitation, conservation or liquidation, then the Servicer or the Borrower shall remove the Agent. If the Servicer or the Borrower, as the case may be, removed the Agent is under the authority of the immediately preceding sentence, the Servicer or the Borrower, as the case may be, shall promptly appoint a Defaulting Bank successor Agent by written instrument, in duplicate, one copy of which instrument shall be delivered to the Agent so removed and one copy to the successor Agent. The Servicer or Agent, as the case may be, shall also pay all fees due and owing to the outgoing Agent. (c) Any resignation or removal of the Agent and appointment of a successor Agent pursuant to clause (iv) any of the definition thereof provisions of this Section 19.7 shall not become effective until acceptance of appointment by the successor agent as provided in Section 19.8. (such Persond) If the Agent and the Back-up Servicer shall be the same Person and the rights and obligations of the Back-up Servicer shall have been terminated, a “Defaulting Agent”), then the Majority Banks mayControlling Party shall have the option, by sixty (60) days' prior notice in writing to the Borrowers and such Defaulting Agent, remove such Defaulting Agent as Agent and, in consultation with the Borrowers, 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. Such Defaulting Agent’s removal shall become effective upon the earlier of (x) the date that a qualifying Person shall have been so appointed by the Majority Banks and shall have accepted such appointment and (y) 30 days after the delivery of the removal notice in writing to the Borrowers and such Defaulting Agent (such dateBorrower, the “Removal Effective Date”). Upon the Removal Effective Date and regardless of whether a successor Agent has been appointed and accepted such appointmentSeller, the removal of such Defaulting Agent shall become effective Servicer and (i) such Defaulting Agent shall be discharged from its duties and obligations as Agent hereunder and (ii) all payments, communications and determinations provided to be made by, to or through the Agent shall instead be made by or to each Bank directly, until such time as remove the Majority Banks appoint a successor Agent as provided for above in this clause (b). (c) Upon the acceptance of a successor’s appointment as Agent hereunder, such successor shall succeed to and become vested with all of the rights, powers, privileges and duties as Agent of the retiring (or retired) or removed Agent, and the retiring or removed Agent shall be discharged from all of its duties and obligations as Agent hereunder (if not already discharged therefrom as provided above in this Section 7.06). The fees payable by the Borrowers to a successor Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Borrowers and such successor. After the retiring or removed Agent’s resignation or removal hereunder, or any retiring Local Currency Agent’s resignation or removal under the Local Currency Addendum, or any retiring Japan Local Currency Agent’s resignation or removal under the Japan Local Currency Addendum, the provisions of this Article VII and Section 8.04 shall continue in effect for the benefit of such retiring or removed Agent, Local Currency Agent or Japan Local Currency Agent, its sub‑agents and their respective Related Parties in respect of any actions taken or omitted to be taken by any of them while the retiring or removed Agent was acting as Agent, the retiring Local Currency Agent was acting as Local Currency Agent or the retiring Japan Local Currency Agent was acting as Japan Local Currency Agent.

Resignation or Removal of Agent. (a) The Subject to the appointment and acceptance of a successor Agent as provided below, Agent may resign at any time give by giving written notice of its resignation thereof to the Banks Lenders and the Borrowers. Upon receipt of , and Agent may be removed at any such notice of resignation, the time with or without cause by Majority Banks shall have the right, in consultation with the Borrowers, to appoint a successor, which shall be a bank with an office in the United States, or an Affiliate of any such bank with an office in the United StatesLenders. If no such successor shall have Agent has been so appointed by Majority Lenders (and approved by the Majority Banks Borrower) and shall have has accepted such appointment within 60 thirty (30) days after the retiring Agent gives Agent's giving of notice of its resignation (such 60-day period, or removal of the “Bank Appointment Period”)retiring Agent, then the retiring Agent may may, on behalf of the BanksLenders, appoint a successor Agent. Any successor Agent meeting must be approved by Borrower, which approval will not be unreasonably withheld. Upon the qualifications set forth above. In addition and without acceptance of any obligation on the part of the retiring appointment as Agent to appoint, on behalf of the Banks, hereunder by a successor Agent, the retiring Agent may at any time upon or after the end of the Bank Appointment Period notify the Borrowers and the Banks that no qualifying Person has accepted appointment as such successor Agent shall thereupon succeed to and become vested with all the effective date rights and duties of such retiring Agent’s resignation which effective date shall be no earlier than three business days after the date of such notice. Upon the resignation effective date established in such notice and regardless of whether a successor Agent has been appointed and accepted such appointment, the retiring Agent’s resignation shall nonetheless become effective , and (i) the retiring Agent Agent, as the case may be, shall be discharged from its duties and obligations as Agent hereunder and (ii) all payments, communications and determinations provided to be made by, to or through the Agent shall instead be made by or to each Bank directly, until such time as the Majority Banks appoint a successor Agent as provided for above in this clause (a). (b) If the Person serving as Agent is a Defaulting Bank pursuant to clause (iv) of the definition thereof (such Person, a “Defaulting Agent”), the Majority Banks may, by notice in writing to the Borrowers and such Defaulting Agent, remove such Defaulting Agent as Agent and, in consultation with the Borrowers, 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. Such Defaulting Agent’s removal shall become effective upon the earlier of (x) the date that a qualifying Person shall have been so appointed by the Majority Banks and shall have accepted such appointment and (y) 30 days after the delivery of the removal notice in writing to the Borrowers and such Defaulting Agent (such date, the “Removal Effective Date”). Upon the Removal Effective Date and regardless of whether a successor Agent has been appointed and accepted such appointment, the removal of such Defaulting Agent shall become effective and (i) such Defaulting Agent shall be discharged from its duties and obligations as Agent hereunder and (ii) all payments, communications and determinations provided to be made by, to or through the Agent shall instead be made by or to each Bank directly, until such time as the Majority Banks appoint a successor Agent as provided for above in this clause (b). (c) Upon the acceptance of a successor’s appointment as Agent hereunder, such successor shall succeed to and become vested with all of the rights, powers, privileges and duties as Agent of the retiring (or retired) or removed Agent, and the retiring or removed Agent shall be discharged from all of its duties and obligations as Agent hereunder (if not already discharged therefrom as provided above in this Section 7.06). The fees payable by the Borrowers to a successor Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Borrowers and such successor. After the any retiring or removed Agent’s 's resignation or removal hereunder, or any retiring Local Currency hereunder as Agent’s resignation or removal under the Local Currency Addendum, or any retiring Japan Local Currency Agent’s resignation or removal under the Japan Local Currency Addendum, the provisions of this Article VII and Section 8.04 15 shall continue in effect for the its benefit of such retiring or removed Agent, Local Currency Agent or Japan Local Currency Agent, its sub‑agents and their respective Related Parties in respect of to any actions taken or omitted to be taken by any of them it while the retiring or removed Agent it was acting as Agent. To be eligible to be an Agent hereunder the party serving, or to serve, in such capacity must own a Pro Rata Part of the retiring Local Currency Commitment equal to the level of Commitment required to be held by any Lender pursuant to Section 28 hereof. If at any time that an Event of Default is continuing for a period of 30 days and it is ascertained by the Agent, in its sole discretion, that the Agent was (either directly or through one or more Affiliates) has a conflict of interest in acting as Local Currency Agent or under this Agreement, then the retiring Japan Local Currency Agent was acting shall promptly take appropriate steps, as Japan Local Currency determined by the Agent, to eliminate such conflict of interest.

Resignation or Removal of Agent. (a) The Agent Any AGENT may resign from the performance of all of its functions and duties hereunder and/or under the other LOAN DOCUMENTS at any time give by giving thirty (30) days’ prior notice to BORROWER and the BANKS. Any AGENT also may be removed at any time by the REQUIRED BANKS upon thirty (30) days’ prior notice. Such resignation or removal shall take effect upon the appointment of a successor AGENT, in accordance with this Section 9.6. Upon any notice of its resignation to by any AGENT or upon the Banks and the Borrowers. Upon receipt removal of any such notice of resignationAGENT by the REQUIRED BANKS, the Majority Banks shall have the rightBANKS shall, in consultation so long as no EVENT OF DEFAULT has occurred and is continuing, with the Borrowers, consent (not to appoint a successor, which shall be a bank with an office in the United States, unreasonably withheld or an Affiliate delayed) of any such bank with an office in the United States. If no such successor shall have been so appointed by the Majority Banks and shall have accepted such appointment within 60 days after the retiring Agent gives notice of its resignation (such 60-day period, the “Bank Appointment Period”), then the retiring Agent may on behalf of the BanksBORROWER, appoint a successor Agent meeting the qualifications set forth above. In addition to such AGENT hereunder and without any obligation on the part of the retiring Agent to appoint, on behalf of the Banks, a successor Agent, the retiring Agent may at any time upon or after the end of the Bank Appointment Period notify the Borrowers and the Banks that no qualifying Person has accepted appointment as successor Agent and the effective date of such retiring Agent’s resignation which effective date under each other LOAN DOCUMENT who shall be a commercial bank having a combined capital and surplus of at least Two Hundred Fifty Million and No/100ths Dollars ($250,000,000.00) . If no earlier than three business successor AGENT has been appointed by the BANKS within thirty (30) days after the date such notice of resignation was given by such AGENT or the REQUIRED BANKS elected to remove such AGENT, any BANK may petition any court of competent jurisdiction for the appointment of a successor AGENT. Such court may thereupon, after such notice. Upon the resignation effective date established in such notice and regardless of whether a successor Agent has been appointed and accepted such appointment, the retiring Agent’s resignation shall nonetheless become effective and (i) the retiring Agent shall be discharged from its duties and obligations if any, as Agent hereunder and (ii) all paymentsit may deem proper, communications and determinations provided to be made by, to or through the Agent shall instead be made by or to each Bank directly, until such time as the Majority Banks appoint a successor Agent AGENT, as provided for above in this clause (a). (b) If the Person serving applicable, who shall serve as Agent is a Defaulting Bank pursuant to clause (iv) of the definition thereof (such PersonAGENT, a “Defaulting Agent”), the Majority Banks may, by notice in writing to the Borrowers and such Defaulting Agent, remove such Defaulting Agent as Agent and, in consultation with the Borrowers, 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. Such Defaulting Agent’s removal shall become effective upon the earlier of (x) the date that a qualifying Person shall have been so appointed by the Majority Banks and shall have accepted such appointment and (y) 30 days after the delivery of the removal notice in writing to the Borrowers and such Defaulting Agent (such date, the “Removal Effective Date”). Upon the Removal Effective Date and regardless of whether a successor Agent has been appointed and accepted such appointment, the removal of such Defaulting Agent shall become effective and (i) such Defaulting Agent shall be discharged from its duties and obligations as Agent hereunder and (ii) all payments, communications and determinations provided to be made by, to or through the Agent shall instead be made by or to under each Bank directly, other LOAN DOCUMENT until such time time, if any, as the Majority Banks BANKS appoint a successor Agent AGENT, as provided for above in this clause (b). (c) above. Upon the acceptance of a successor’s appointment as Agent an AGENT hereunder, such successor shall succeed to and become vested with all of the rights, powers, privileges and duties as Agent of the retiring (or retired) or removed AgentAGENT, and the retiring or removed Agent AGENT shall be discharged from all of its duties and obligations as Agent hereunder (if not already discharged therefrom as provided above in this Section 7.06). The fees payable by or under the Borrowers to a successor Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Borrowers and such successorother LOAN DOCUMENTS. After the retiring or removed Agent’s resignation retirement or removal hereunder, or of any retiring Local Currency Agent’s resignation or removal AGENT hereunder and under the Local Currency Addendum, or any retiring Japan Local Currency Agent’s resignation or removal under the Japan Local Currency Addendumother LOAN DOCUMENTS, the provisions of this Article VII and Section 8.04 9 shall continue in effect for the benefit of such retiring or removed Agent, Local Currency Agent or Japan Local Currency AgentAGENT, its sub‑agents sub-agents and their respective Related Parties affiliates and subsidiaries in respect of any actions taken or omitted to be taken by any of them while the retiring or removed Agent AGENT was acting as AgentAGENT. If a retiring or removed AGENT is the ACCOUNTS BANK, such ACCOUNTS BANK will promptly transfer all of the deposit accounts and security accounts of BORROWER relating to this AGREEMENT to the possession or control of the successor ACCOUNTS BANK, and the ACCOUNTS BANK and BORROWER will execute and deliver such notices, instructions and assignments as may be reasonably necessary or desirable to transfer the rights of the ACCOUNTS BANK with respect thereto to the successor ACCOUNTS BANK. If a retiring Local Currency Agent was acting or removed AGENT is the COLLATERAL AGENT, such COLLATERAL AGENT will promptly transfer any collateral for the LOANS in the possession or control of such COLLATERAL AGENT to the successor COLLATERAL AGENT, and the COLLATERAL AGENT and BORROWER will execute and deliver such notices, instructions and assignments as Local Currency Agent may be reasonably necessary or desirable to transfer the retiring Japan Local Currency Agent was acting as Japan Local Currency Agentrights of the COLLATERAL AGENT with respect to such collateral property for the LOANS to the successor COLLATERAL AGENT.

Resignation or Removal of Agent. (a) The Subject to the provisions of subsection (c) of this Section 14.8, any Person acting as Administrative Agent may at any time give resign as Administrative Agent under this Agreement and the other Transaction Documents by giving thirty (30) days’ written notice of its resignation thereof to the Banks Service Providers, the Borrower and the BorrowersLenders. Upon receipt of any receiving such notice of resignation, the Majority Banks Lenders (with, so long as no Event of Default has occurred and is continuing, approval of the Borrower and, so long as no Servicer Termination Event has occurred and is continuing, the Service Providers, not to be unreasonably withheld or delayed) shall have the rightpromptly appoint a successor Administrative Agent by written instrument, in consultation with the Borrowersduplicate, to appoint a successor, one copy of which instrument shall be a bank with an office in delivered to the United States, or an Affiliate resigning Administrative Agent and the other copy of any such bank with an office in which instrument shall be delivered to the United Statessuccessor Administrative Agent. If no such successor Administrative Agent shall have been so appointed by the Majority Banks and shall have accepted such appointment within 60 thirty (30) days after the retiring Agent gives giving of such notice of its resignation (such 60-day periodresignation, the “Bank Appointment Period”), then the retiring resigning Administrative Agent may on behalf petition any court of competent jurisdiction for the Banks, appoint appointment of a successor Administrative Agent. The Borrower shall reimburse the resigning Administrative Agent meeting pursuant to the qualifications set forth above. In addition and without any obligation on the part Flow of the retiring Funds for all expenses that shall have been incurred by such resigning Administrative Agent to appoint, on behalf of the Banks, a successor Agent, the retiring Agent may at any time upon or after the end of the Bank Appointment Period notify the Borrowers in accordance with this Agreement and the Banks that no qualifying Person has accepted appointment as successor Agent and other Transaction Documents prior to the effective date of such retiring Agent’s resignation which effective date shall be no earlier than three business days after the date of such notice. Upon the resignation effective date established in such notice and regardless of whether a successor Agent has been appointed and accepted such appointment, the retiring resigning Administrative Agent’s resignation shall nonetheless become effective and (i) the retiring Agent shall be discharged from its duties and obligations as Agent hereunder and (ii) all payments, communications and determinations provided to be made by, to or through the Agent shall instead be made by or to each Bank directly, until such time as the Majority Banks appoint a successor Agent as provided for above in this clause (a). (b) If at any time the Person serving as Administrative Agent is shall be legally unable to act, or shall be adjudged a Defaulting Bank pursuant to clause (iv) bankrupt or insolvent or a receiver of the definition thereof (such PersonAdministrative Agent or of its property shall be appointed or any public officer shall take charge or control of the Administrative Agent or of its property or affairs for the purpose of rehabilitation, a “Defaulting conservation or liquidation, then the Majority Lenders may remove the Administrative Agent”). If the Administrative Agent shall have been removed under the authority of the immediately preceding sentence, the Majority Banks mayLenders (with approval of the Borrower and the Service Providers, not to be unreasonably withheld or delayed) shall promptly appoint a successor Administrative Agent by notice written instrument, in writing duplicate, one copy of which instrument shall be delivered to the Borrowers Administrative Agent so removed and such Defaulting Agent, remove such Defaulting Agent as Agent and, in consultation with the Borrowers, appoint a successor, other copy of which instrument shall be a bank with an office in delivered to the United States, or an Affiliate successor Administrative Agent. The Borrower shall reimburse the removed Administrative Agent pursuant to the Flow of any such bank with an office in the United States. Such Defaulting Agent’s removal shall become effective upon the earlier of (x) the date that a qualifying Person Funds for all expenses which shall have been so appointed incurred by such removed Administrative Agent in accordance with this Agreement and the Majority Banks and shall have accepted such appointment and (y) 30 days after the delivery of the removal notice in writing other Transaction Documents prior to the Borrowers and such Defaulting Agent (such date, the “Removal Effective Date”). Upon the Removal Effective Date and regardless effective date of whether a successor Agent has been appointed and accepted such appointment, the removal of such Defaulting Agent shall become effective and (i) such Defaulting Agent shall be discharged from its duties and obligations as Agent hereunder and (ii) all payments, communications and determinations provided to be made by, to or through the Agent shall instead be made by or to each Bank directly, until such time as the Majority Banks appoint a successor Agent as provided for above in this clause (b)removed Administrative Agent. (c) Upon the acceptance of a successor’s appointment as Agent hereunder, such successor shall succeed to and become vested with all Any resignation or removal of the rights, powers, privileges Administrative Agent and duties as Agent appointment of the retiring (or retired) or removed Agent, and the retiring or removed Agent shall be discharged from all of its duties and obligations as Agent hereunder (if not already discharged therefrom as provided above in this Section 7.06). The fees payable by the Borrowers to a successor Agent shall be the same as those payable pursuant to its predecessor unless otherwise agreed between the Borrowers and such successor. After the retiring or removed Agent’s resignation or removal hereunder, or any retiring Local Currency Agent’s resignation or removal under the Local Currency Addendum, or any retiring Japan Local Currency Agent’s resignation or removal under the Japan Local Currency Addendum, of the provisions of this Article VII Section 14.8 shall not become effective until acceptance of appointment by the successor agent as provided in Section 14.9. Seventh Amended and Section 8.04 shall continue in effect for the benefit of such retiring or removed Agent, Local Currency Agent or Japan Local Currency Agent, its sub‑agents and their respective Related Parties in respect of any actions taken or omitted to be taken by any of them while the retiring or removed Agent was acting as Agent, the retiring Local Currency Agent was acting as Local Currency Agent or the retiring Japan Local Currency Agent was acting as Japan Local Currency Agent.Restated Credit Agreement 146

Resignation or Removal of Agent. (a) The Agent Any AGENT may resign from the performance of all of its functions and duties hereunder and/or under the other LOAN DOCUMENTS at any time give by giving thirty (30) days’ prior notice to BORROWER and the BANKS. Any AGENT also may be removed at any time by the REQUIRED BANKS upon thirty (30) days’ prior notice. Such resignation or removal shall take effect upon the appointment of a successor AGENT, in accordance with this Section 9.6. Upon any notice of its resignation to by any AGENT or upon the Banks and the Borrowers. Upon receipt removal of any such notice of resignationAGENT by the REQUIRED BANKS, the Majority Banks shall have the rightBANKS shall, in consultation so long as no EVENT OF DEFAULT has occurred and is continuing, with the Borrowers, consent (not to appoint a successor, which shall be a bank with an office in the United States, unreasonably withheld or an Affiliate delayed) of any such bank with an office in the United States. If no such successor shall have been so appointed by the Majority Banks and shall have accepted such appointment within 60 days after the retiring Agent gives notice of its resignation (such 60-day period, the “Bank Appointment Period”), then the retiring Agent may on behalf of the BanksBORROWER, appoint a successor Agent meeting the qualifications set forth above. In addition to such AGENT hereunder and without any obligation on the part of the retiring Agent to appoint, on behalf of the Banks, a successor Agent, the retiring Agent may at any time upon or after the end of the Bank Appointment Period notify the Borrowers and the Banks that no qualifying Person has accepted appointment as successor Agent and the effective date of such retiring Agent’s resignation which effective date under each other LOAN DOCUMENT who shall be a commercial bank having a combined capital and surplus of at least Two Hundred Fifty Million and No/100ths Dollars ($250,000,000.00). If no earlier than three business successor AGENT has been appointed by the BANKS within thirty (30) days after the date such notice of resignation was given by such AGENT or the REQUIRED BANKS elected to remove such AGENT, any BANK may petition any court of competent jurisdiction for the appointment of a successor AGENT. Such court may thereupon, after such notice. Upon the resignation effective date established in such notice and regardless of whether a successor Agent has been appointed and accepted such appointment, the retiring Agent’s resignation shall nonetheless become effective and (i) the retiring Agent shall be discharged from its duties and obligations if any, as Agent hereunder and (ii) all paymentsit may deem proper, communications and determinations provided to be made by, to or through the Agent shall instead be made by or to each Bank directly, until such time as the Majority Banks appoint a successor Agent AGENT, as provided for above in this clause (a). (b) If the Person serving applicable, who shall serve as Agent is a Defaulting Bank pursuant to clause (iv) of the definition thereof (such PersonAGENT, a “Defaulting Agent”), the Majority Banks may, by notice in writing to the Borrowers and such Defaulting Agent, remove such Defaulting Agent as Agent and, in consultation with the Borrowers, 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. Such Defaulting Agent’s removal shall become effective upon the earlier of (x) the date that a qualifying Person shall have been so appointed by the Majority Banks and shall have accepted such appointment and (y) 30 days after the delivery of the removal notice in writing to the Borrowers and such Defaulting Agent (such date, the “Removal Effective Date”). Upon the Removal Effective Date and regardless of whether a successor Agent has been appointed and accepted such appointment, the removal of such Defaulting Agent shall become effective and (i) such Defaulting Agent shall be discharged from its duties and obligations as Agent hereunder and (ii) all payments, communications and determinations provided to be made by, to or through the Agent shall instead be made by or to under each Bank directly, other LOAN DOCUMENT until such time time, if any, as the Majority Banks BANKS appoint a successor Agent AGENT, as provided for above in this clause (b). (c) above. Upon the acceptance of a successor’s appointment as Agent an AGENT hereunder, such successor shall succeed to and become vested with all of the rights, powers, privileges and duties as Agent of the retiring (or retired) or removed AgentAGENT, and the retiring or removed Agent AGENT shall be discharged from all of its duties and obligations as Agent hereunder (if not already discharged therefrom as provided above in this Section 7.06). The fees payable by or under the Borrowers to a successor Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Borrowers and such successorother LOAN DOCUMENTS. After the retiring or removed Agent’s resignation retirement or removal hereunder, or of any retiring Local Currency Agent’s resignation or removal AGENT hereunder and under the Local Currency Addendum, or any retiring Japan Local Currency Agent’s resignation or removal under the Japan Local Currency Addendumother LOAN DOCUMENTS, the provisions of this Article VII and Section 8.04 9 shall continue in effect for the benefit of such retiring or removed Agent, Local Currency Agent or Japan Local Currency AgentAGENT, its sub‑agents sub-agents and their respective Related Parties affiliates and subsidiaries in respect of any actions taken or omitted to be taken by any of them while the retiring or removed Agent AGENT was acting as AgentAGENT. If a retiring or removed AGENT is the COLLATERAL AGENT, such COLLATERAL AGENT will promptly transfer all of the deposit accounts and security accounts of BORROWER relating to this AGREEMENT to the possession or control of the successor COLLATERAL AGENT, and the COLLATERAL AGENT and BORROWER will execute and deliver such notices, instructions and assignments as may be reasonably necessary or desirable to transfer the rights of the COLLATERAL AGENT with respect thereto to the successor COLLATERAL AGENT. If a retiring Local Currency Agent was acting or removed AGENT is the COLLATERAL AGENT, such COLLATERAL AGENT will promptly transfer any collateral for the LOANS in the possession or control of such COLLATERAL AGENT to the successor COLLATERAL AGENT, and the COLLATERAL AGENT and BORROWER will execute and deliver such notices, instructions and assignments as Local Currency Agent may be reasonably necessary or desirable to transfer the retiring Japan Local Currency Agent was acting as Japan Local Currency Agentrights of the COLLATERAL AGENT with respect to such collateral property for the LOANS to the successor COLLATERAL AGENT.

Resignation or Removal of Agent. Agent (a) The Agent may resign at any time give by giving notice of its resignation thereof to the Banks Lenders, Guarantor and Borrower, and (b) may not be removed as Agent unless Lenders (other than Agent and other than any Lender then in defauxx) xxlding no less than 75% of the BorrowersCommitments vote in favor of such removal, or, in the case of a removal due to a material breach of or material default in Agent's obligations under this Article VII that shall not have been cured within thirty (30) days after written notice to Agent, may not be removed as Agent unless Lenders holding no less than 75% of the Commitments, excluding thx Xxxxitment of Agent, vote in favor of such removal, provided, however, that in no event may the Agent be removed unless two (2) or more Lenders vote in favor of such removal. Upon receipt of any such notice of resignationresignation or removal, the Majority Banks Lenders (by majority vote and including KCCI, based upon their respective outstanding Commitments) shall have the right, in consultation with the Borrowers, right to appoint a successorsuccessor Agent, which shall be a bank with an office subject to the rights of Guarantor set forth in the United States, or an Affiliate of any such bank with an office in the United States7.14(b) hereof. If no such successor Agent shall have been so appointed by the Majority Banks and shall have accepted such appointment Lenders within 60 30 days after the retiring Agent gives Agent's notice of its resignation (such 60-day period, the “Bank Appointment Period”)resignation, then the retiring Agent may on behalf of the Banks, appoint a successor Agent meeting the qualifications set forth above. In addition and without any obligation on the part of the retiring Agent to appointmay, on behalf of the BanksLenders, appoint a successor Agent. Any successor Agent shall be a bank which is reasonably acceptable to Borrower (and Guarantor, as provided in Section 7.14(b) hereof) xxx xxxxh has a combined capital and surplus of at least $500,000,000. Upon the acceptance of any appointment as Agent hereunder by a successor Agent, the retiring Agent may at any time upon or after the end of the Bank Appointment Period notify the Borrowers and the Banks that no qualifying Person has accepted appointment as such successor Agent and the effective date of such retiring Agent’s resignation which effective date shall be no earlier than three business days after the date of such notice. Upon the resignation effective date established in such notice and regardless of whether a successor Agent has been appointed and accepted such appointment, the retiring Agent’s resignation shall nonetheless become effective and (i) the retiring Agent shall be discharged from its duties and obligations as Agent hereunder and (ii) all payments, communications and determinations provided to be made by, to or through the Agent shall instead be made by or to each Bank directly, until such time as the Majority Banks appoint a successor Agent as provided for above in this clause (a). (b) If the Person serving as Agent is a Defaulting Bank pursuant to clause (iv) of the definition thereof (such Person, a “Defaulting Agent”), the Majority Banks may, by notice in writing to the Borrowers and such Defaulting Agent, remove such Defaulting Agent as Agent and, in consultation with the Borrowers, 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. Such Defaulting Agent’s removal shall become effective upon the earlier of (x) the date that a qualifying Person shall have been so appointed by the Majority Banks and shall have accepted such appointment and (y) 30 days after the delivery of the removal notice in writing to the Borrowers and such Defaulting Agent (such date, the “Removal Effective Date”). Upon the Removal Effective Date and regardless of whether a successor Agent has been appointed and accepted such appointment, the removal of such Defaulting Agent shall become effective and (i) such Defaulting Agent shall be discharged from its duties and obligations as Agent hereunder and (ii) all payments, communications and determinations provided to be made by, to or through the Agent shall instead be made by or to each Bank directly, until such time as the Majority Banks appoint a successor Agent as provided for above in this clause (b). (c) Upon the acceptance of a successor’s appointment as Agent hereunder, such successor shall thereupon succeed to and become vested with all of the rights, powers, privileges and duties as Agent of the retiring (or retired) or removed Agent, and the retiring or removed Agent shall be discharged from all of its duties and obligations as Agent hereunder (if not already discharged therefrom as provided above in this Section 7.06). The fees payable by for matters occurring after the Borrowers to a successor Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Borrowers and such successortakes over. After the any retiring or removed Agent’s 's resignation or removal hereunder, or any retiring Local Currency hereunder as Agent’s resignation or removal under the Local Currency Addendum, or any retiring Japan Local Currency Agent’s resignation or removal under the Japan Local Currency Addendum, the provisions of this Article VII and Section 8.04 shall continue in effect for the its benefit of such retiring or removed Agent, Local Currency Agent or Japan Local Currency Agent, its sub‑agents and their respective Related Parties in respect of any actions taken or omitted to be taken by any of them it while the retiring or removed Agent it was acting as Agent, the retiring Local Currency Agent was acting as Local Currency Agent or the retiring Japan Local Currency Agent was acting as Japan Local Currency Agenthereunder.

Resignation or Removal of Agent. (a) The Subject to the appointment and acceptance of a successor Agent as provided in this Section 13.7, Agent may resign at any time give by giving not less than 10 days prior written notice of its resignation to the Banks Lenders and Borrower. Agent may be removed at any time for cause by the BorrowersMajority Lenders, and may be removed at any time without cause by the affirmative vote of all the Lenders. Upon receipt of any such notice of resignationresignation or removal, the Majority Banks Lenders shall have the rightappoint a successor Agent, in consultation which with the Borrowers, to appoint a successor, which shall consent of all the Lenders may be a bank with an office in Lender and which, if the United Statessuccessor Agent is not a Lender, shall require the consent of Borrower, such consent not to be unreasonably withheld or an Affiliate of any such bank with an office in the United Statesdelayed. If no such successor shall have been so Agent is appointed by the Majority Banks Lenders and shall have accepted accepts such appointment within 60 30 days after the retiring Agent gives resigning Agent's notice of its resignation (such 60-day period, or the “Bank Appointment Period”)Lenders' removal of the previous Agent, then the retiring resigning or removed Agent may on behalf of the Banks, appoint a successor Agent meeting the qualifications set forth above. In addition and without any obligation on the part of the retiring Agent to appointmay, on behalf of the BanksLenders, after consultation with Borrower, appoint a successor Agent. Upon the acceptance of any appointment as Agent under the Financing Documents by a successor Agent, the retiring Agent may at any time upon or after the end of the Bank Appointment Period notify the Borrowers and the Banks that no qualifying Person has accepted appointment as such successor Agent shall thereupon succeed to and become vested with all the effective date rights, powers, privileges and duties of such retiring Agent’s resignation which effective date shall be no earlier than three business days after the date of such notice. Upon the resignation effective date established in such notice and regardless of whether a successor Agent has been appointed and accepted such appointment, the retiring Agent’s resignation shall nonetheless become effective , and (i) the retiring Agent shall be discharged from its duties and obligations as Agent hereunder and (ii) all payments, communications and determinations provided to be made by, to or through under the Agent shall instead be made by or to each Bank directly, until such time as the Majority Banks appoint a successor Agent as provided for above in this clause (a). (b) If the Person serving as Agent is a Defaulting Bank pursuant to clause (iv) of the definition thereof (such Person, a “Defaulting Agent”)Financing Documents. Borrower, the Majority Banks may, by notice in writing to the Borrowers and such Defaulting Agent, remove such Defaulting Agent as Agent and, in consultation with the Borrowers, 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. Such Defaulting Agent’s removal shall become effective upon the earlier of (x) the date that a qualifying Person shall have been so appointed by the Majority Banks and shall have accepted such appointment and (y) 30 days after the delivery of the removal notice in writing to the Borrowers and such Defaulting Agent (such date, the “Removal Effective Date”). Upon the Removal Effective Date and regardless of whether a successor Agent has been appointed and accepted such appointment, the removal of such Defaulting Agent shall become effective and (i) such Defaulting Agent shall be discharged from its duties and obligations as Agent hereunder and (ii) all payments, communications and determinations provided to be made by, to or through the Agent shall instead be made by or to each Bank directly, until such time as the Majority Banks appoint a successor Agent as provided for above in this clause (b). (c) Upon the acceptance of a successor’s appointment as Agent hereunder, such successor shall succeed to and become vested with all of the rights, powers, privileges and duties as Agent of the retiring (or retired) or removed Agent, Lenders and the retiring or removed Agent shall be discharged from all of its duties shall, at Borrower's expenses, thereupon execute, deliver and obligations as Agent hereunder (if not already discharged therefrom as provided above in this Section 7.06). The fees payable by the Borrowers to a successor Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Borrowers and file financing statement amendments reflecting such successorchange. After the any retiring or removed Agent’s 's resignation or removal hereunder, or any retiring Local Currency as Agent’s resignation or removal under the Local Currency Addendum, or any retiring Japan Local Currency Agent’s resignation or removal under the Japan Local Currency Addendum, the provisions of this Article VII and Section 8.04 13 shall continue in effect for the its benefit of such retiring or removed Agent, Local Currency Agent or Japan Local Currency Agent, its sub‑agents and their respective Related Parties in respect of any actions taken or omitted to be taken by any of them it while the retiring or removed Agent it was acting as Agent, the retiring Local Currency Agent was acting as Local Currency Agent or the retiring Japan Local Currency Agent was acting as Japan Local Currency Agent.

Resignation or Removal of Agent. (a) The Subject to the appointment and acceptance of a successor Agent as provided below, Agent may resign at any time give by giving notice of its resignation thereof to the Banks Lenders and Borrower, and Agent may be removed at any time with or without cause by the BorrowersMajority Lenders; provided, that Agent shall continue as Agent until such time as any successor shall have accepted appointment as Agent hereunder. Upon receipt of any such notice of resignationresignation or removal, (i) the Majority Banks Lenders with the consent of Borrower unless an Event of Default has occurred and is continuing shall have the right, in consultation with the Borrowers, right to appoint a successor, successor Agent so long as such successor Agent is also a Lender at the time of such appointment and (ii) the Majority Lenders shall have the right to appoint a successor Agent that is not a Lender at the time of such appointment so long as Borrower consents to such appointment (which consent shall not be a bank with an office in the United States, or an Affiliate of any such bank with an office in the United Statesunreasonably withheld). If no such successor Agent shall have been so appointed by the Majority Banks Lenders and shall have accepted such appointment within 60 30 days after the retiring Agent gives Agent's giving of notice of its resignation (such 60-day period, or the “Bank Appointment Period”)Majority Lenders' removal of the retiring Agent, then the retiring Agent may on behalf of the Banks, appoint a successor Agent meeting the qualifications set forth above. In addition and without any obligation on the part of the retiring Agent to appointmay, on behalf of the BanksLenders, appoint a successor Agent. Any successor Agent shall be a bank which has an office in the United States and a combined capital and surplus of at least $250,000,000. Upon the acceptance of any appointment as Agent hereunder by a successor Agent, such successor Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring Agent may at any time upon or after the end of the Bank Appointment Period notify the Borrowers and the Banks that no qualifying Person has accepted appointment as successor Agent and the effective date of such retiring Agent’s resignation which effective date shall be no earlier than three business days after the date of such notice. Upon the resignation effective date established in such notice and regardless of whether a successor Agent has been appointed and accepted such appointment, the retiring Agent’s resignation shall nonetheless become effective and (i) the retiring Agent shall be discharged from its duties and obligations as Agent hereunder and (ii) all payments, communications and determinations provided to be made by, to or through the Agent shall instead be made by or to each Bank directly, until such time as the Majority Banks appoint a successor Agent as provided for above in this clause (a). (b) If the Person serving as Agent is a Defaulting Bank pursuant to clause (iv) of the definition thereof (such Person, a “Defaulting Agent”), the Majority Banks may, by notice in writing to the Borrowers and such Defaulting Agent, remove such Defaulting Agent as Agent and, in consultation with the Borrowers, appoint a successor, which shall be a bank with an office in the United States, or an Affiliate of under any such bank with an office in the United Statesother Loan Documents. Such Defaulting Agent’s removal shall become effective upon the earlier of (x) the date that a qualifying Person shall have been so appointed by the Majority Banks and shall have accepted such appointment and (y) 30 days after the delivery of the removal notice in writing to the Borrowers and such Defaulting Agent (such date, the “Removal Effective Date”). Upon the Removal Effective Date and regardless of whether a successor Agent has been appointed and accepted such appointment, the removal of such Defaulting Agent shall become effective and (i) such Defaulting Agent shall be discharged from its duties and obligations as Agent hereunder and (ii) all payments, communications and determinations provided to be made by, to or through the Agent shall instead be made by or to each Bank directly, until such time as the Majority Banks appoint a successor Agent as provided for above in this clause (b). (c) Upon the acceptance of a successor’s appointment as Agent hereunder, such successor shall succeed to and become vested with all of the rights, powers, privileges and duties as Agent of the retiring (or retired) or removed Agent, and the retiring or removed Agent shall be discharged from all of its duties and obligations as Agent hereunder (if not already discharged therefrom as provided above in this Section 7.06). The fees payable by the Borrowers to a successor Agent shall be the same as those payable promptly specify by notice to Borrower its predecessor unless otherwise agreed between the Borrowers Principal Office referred to in Section 3.1 and such successorSection 4 hereof. After the any retiring or removed Agent’s 's resignation or removal hereunder, or any retiring Local Currency hereunder as Agent’s resignation or removal under the Local Currency Addendum, or any retiring Japan Local Currency Agent’s resignation or removal under the Japan Local Currency Addendum, the provisions of this Article VII and Section 8.04 10 shall continue in effect for the its benefit of such retiring or removed Agent, Local Currency Agent or Japan Local Currency Agent, its sub‑agents and their respective Related Parties in respect of any actions taken or omitted to be taken by any of them it while the retiring or removed Agent it was acting as Agent, the retiring Local Currency Agent was acting as Local Currency Agent or the retiring Japan Local Currency Agent was acting as Japan Local Currency Agent.

Resignation or Removal of Agent. (a) The Agent may at any time give notice of its resignation to the Banks and the Borrowers. Upon receipt of any such notice of resignation, the Majority Banks shall have the right, in consultation with the Borrowers, to appoint a successor, which shall be a bank with an office in the United States, or an Affiliate of any such bank with an office in the United States. If no such successor shall have been so appointed by the Majority Banks and shall have accepted such appointment within 60 days after the retiring Agent gives notice of its resignation (such 60-day period, the “Bank Appointment Period”), then the retiring Agent may on behalf of the Banks, appoint a successor Agent meeting the qualifications set forth above. In addition and without any obligation on the part of the retiring Agent to appoint, on behalf of the Banks, a successor Agent, the retiring Agent may at any time upon or after the end of the Bank Appointment Period notify the Borrowers and the Banks that no qualifying Person has accepted appointment as successor Agent and the effective date of such retiring Agent’s resignation which effective date shall be no earlier than three business days after the date of such notice. Upon the resignation effective date established in such notice and regardless of whether a successor Agent has been appointed and accepted such appointment, the retiring Agent’s resignation shall nonetheless become effective and (i) the retiring Agent shall be discharged from its duties and obligations as Agent hereunder and (ii) all payments, communications and determinations provided to be made by, to or through the Agent shall instead be made by or to each Bank directly, until such time as the Majority Banks appoint a successor Agent as provided for above in this clause (a). (b) If the Person serving as Agent is a Defaulting Bank pursuant to clause (iv) of the definition thereof (such Person, a “Defaulting Agent”), the Majority Banks may, by notice in writing to the Borrowers and such Defaulting Agent, remove such Defaulting Agent as Agent and, in consultation with the Borrowers, 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. Such Defaulting Agent’s removal shall become effective upon the earlier of (x) the date that a qualifying Person shall have been so appointed by the Majority Banks and shall have accepted such appointment and (y) 30 days after the delivery of the removal notice in writing to the Borrowers and such Defaulting Agent (such date, the “Removal Effective Date”). Upon the Removal Effective Date and regardless of whether a successor Agent has been appointed and accepted such appointment, the removal of such Defaulting Agent shall become effective and (i) such Defaulting Agent shall be discharged from its duties and obligations as Agent hereunder and (ii) all payments, communications and determinations provided to be made by, to or through the Agent shall instead be made by or to each Bank directly, until such time as the Majority Banks appoint a successor Agent as provided for above in this clause (b). (c) Upon the acceptance of a successor’s appointment as Agent hereunder, such successor shall succeed to and become vested with all of the rights, powers, privileges and duties as Agent of the retiring (or retired) or removed Agent, and the retiring or removed Agent shall be discharged from all of its duties and obligations as Agent hereunder (if not already discharged therefrom as provided above in this Section 7.06). The fees payable by the Borrowers to a successor Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Borrowers and such successor. After the retiring or removed Agent’s resignation or removal hereunder, or any retiring Local Currency Agent’s resignation or removal under the Local Currency Addendum, or any retiring Japan Local Currency Agent’s resignation or removal under the Japan Local Currency Addendum, the provisions of this Article VII and Section 8.04 shall continue in effect for the benefit of such retiring or removed Agent, Local Currency Agent or Japan Local Currency Agent, its sub‑agents sub agents and their respective Related Parties in respect of any actions taken or omitted to be taken by any of them while the retiring or removed Agent was acting as Agent, the retiring Local Currency Agent was acting as Local Currency Agent or the retiring Japan Local Currency Agent was acting as Japan Local Currency Agent.

Resignation or Removal of Agent. (a) The Subject to the provisions of subsection (c) of this Section 14.8, any Person acting as Administrative Agent may at any time give resign as Administrative Agent under this Agreement and the other Transaction Documents by giving thirty (30) days’ written notice of its resignation thereof to the Banks Service Providers, the Borrower and the BorrowersLenders. Upon receipt of any receiving such notice of resignation, the Majority Banks Lenders (with, so long as no Event of Default has occurred and is continuing, approval of the Borrower and, so long as no Servicer Termination Event has occurred and is continuing, the Service Providers, not to be unreasonably withheld or delayed) shall have the rightpromptly appoint a successor Administrative Agent by written instrument, in consultation with the Borrowersduplicate, to appoint a successor, one copy of which instrument shall be a bank with an office in delivered to the United States, or an Affiliate resigning Administrative Agent and the other copy of any such bank with an office in which instrument shall be delivered to the United Statessuccessor Administrative Agent. If no such successor Administrative Agent shall have been so appointed by the Majority Banks and shall have accepted such appointment within 60 thirty (30) days after the retiring Agent gives giving of such notice of its resignation (such 60-day periodresignation, the “Bank Appointment Period”), then the retiring resigning Administrative Agent may on behalf petition any court of competent jurisdiction for the Banks, appoint appointment of a successor Administrative Agent. The Borrower shall reimburse the resigning Administrative Agent meeting pursuant to the qualifications set forth above. In addition and without any obligation on the part Flow of the retiring Funds for all expenses that shall have been incurred by such resigning Administrative Agent to appoint, on behalf of the Banks, a successor Agent, the retiring Agent may at any time upon or after the end of the Bank Appointment Period notify the Borrowers in accordance with this Agreement and the Banks that no qualifying Person has accepted appointment as successor Agent and other Transaction Documents prior to the effective date of such retiring Agent’s resignation which effective date shall be no earlier than three business days after the date of such notice. Upon the resignation effective date established in such notice and regardless of whether a successor Agent has been appointed and accepted such appointment, the retiring resigning Administrative Agent’s resignation shall nonetheless become effective and (i) the retiring Agent shall be discharged from its duties and obligations as Agent hereunder and (ii) all payments, communications and determinations provided to be made by, to or through the Agent shall instead be made by or to each Bank directly, until such time as the Majority Banks appoint a successor Agent as provided for above in this clause (a). (b) If at any time the Person serving as Administrative Agent is shall be legally unable to act, or shall be adjudged a Defaulting Bank pursuant to clause (iv) bankrupt or insolvent or a receiver of the definition thereof (such PersonAdministrative Agent or of its property shall be appointed or any public officer shall take charge or control of the Administrative Agent or of its property or affairs for the purpose of rehabilitation, a “Defaulting conservation or liquidation, then the Majority Lenders may remove the Administrative Agent”). If the Administrative Agent shall have been removed under the authority of the immediately preceding sentence, the Majority Banks mayLenders (with approval of the Borrower and the Service Providers, not to be unreasonably withheld or delayed) shall promptly appoint a successor Administrative Agent by notice written instrument, in writing duplicate, one copy of which instrument shall be delivered to the Borrowers Administrative Agent so removed and such Defaulting Agent, remove such Defaulting Agent as Agent and, in consultation with the Borrowers, appoint a successor, other copy of which instrument shall be a bank with an office in delivered to the United States, or an Affiliate successor Administrative Agent. The Borrower shall reimburse the removed Administrative Agent pursuant to the Flow of any such bank with an office in the United States. Such Defaulting Agent’s removal shall become effective upon the earlier of (x) the date that a qualifying Person Funds for all expenses which shall have been so appointed incurred by such removed Administrative Agent in accordance with this Agreement and the Majority Banks and shall have accepted such appointment and (y) 30 days after the delivery of the removal notice in writing other Transaction Documents prior to the Borrowers and such Defaulting Agent (such date, the “Removal Effective Date”). Upon the Removal Effective Date and regardless effective date of whether a successor Agent has been appointed and accepted such appointment, the removal of such Defaulting Agent shall become effective and (i) such Defaulting Agent shall be discharged from its duties and obligations as Agent hereunder and (ii) all payments, communications and determinations provided to be made by, to or through the Agent shall instead be made by or to each Bank directly, until such time as the Majority Banks appoint a successor Agent as provided for above in this clause (b)removed Administrative Agent. (c) Upon the acceptance of a successor’s appointment as Agent hereunder, such successor shall succeed to and become vested with all Any resignation or removal of the rights, powers, privileges Administrative Agent and duties as Agent appointment of the retiring (or retired) or removed Agent, and the retiring or removed Agent shall be discharged from all of its duties and obligations as Agent hereunder (if not already discharged therefrom as provided above in this Section 7.06). The fees payable by the Borrowers to a successor Agent shall be the same as those payable pursuant to its predecessor unless otherwise agreed between the Borrowers and such successor. After the retiring or removed Agent’s resignation or removal hereunder, or any retiring Local Currency Agent’s resignation or removal under the Local Currency Addendum, or any retiring Japan Local Currency Agent’s resignation or removal under the Japan Local Currency Addendum, of the provisions of this Article VII and Section 8.04 14.8 shall continue not become effective until acceptance of appointment by the successor agent as provided in effect for the benefit of such retiring or removed Agent, Local Currency Agent or Japan Local Currency Agent, its sub‑agents and their respective Related Parties in respect of any actions taken or omitted to be taken by any of them while the retiring or removed Agent was acting as Agent, the retiring Local Currency Agent was acting as Local Currency Agent or the retiring Japan Local Currency Agent was acting as Japan Local Currency AgentSection 14.9.