Common use of Resignation; Successor Agent Clause in Contracts

Resignation; Successor Agent. Subject to the appointment and acceptance of a successor Agent as provided below, Agent may resign at any time by giving at least 30 days written notice thereof to Lenders and Borrower. Upon receipt of such notice, Required Lenders shall have the right to appoint a successor Agent which shall be (a) a Lender or an Affiliate of a Lender; or (b) a commercial bank that is organized under the laws of the United States or any state or district thereof, has a combined capital surplus of at least $200,000,000 and (provided no Default or Event of Default exists) is reasonably acceptable to Borrower. If no successor agent is appointed prior to the effective date of the resignation of Agent, then Agent may appoint a successor agent from among Lenders or, if no Lender accepts such role, Agent may appoint Required Lenders as successor Agent. Upon acceptance by a successor Agent of an appointment to serve as Agent hereunder, or upon appointment of Required Lenders as successor Agent, such successor Agent shall thereupon succeed to and become vested with all the powers and duties of the retiring Agent without further act, and the retiring Agent shall be discharged from its duties and obligations hereunder but shall continue to have the benefits of the indemnification set forth in Sections 12.6 and 14.2. Notwithstanding any Agent’s resignation, the provisions of this Section 12 shall continue in effect for its benefit with respect to any actions taken or omitted to be taken by it while Agent. Any successor to Bank of America by merger or acquisition of stock or this loan shall continue to be Agent hereunder without further act on the part of the parties hereto, unless such successor resigns as provided above. If Agent has, or has a direct or indirect parent company that has, become the subject of an Insolvency Proceeding or taken any action in furtherance thereof, Agent shall resign at the request of Required Lenders.

Resignation; Successor Agent. Subject to the appointment and acceptance of a successor Agent as provided below, Agent may resign at any time by giving at least 30 days days' written notice thereof to Lenders and BorrowerBorrowers. Upon receipt of such notice, Required Lenders shall have the right to may appoint a successor Agent to replace the resigning Agent, which successor shall be (a) a Lender or an Affiliate of a Lender; or (b) a commercial bank that is organized under financial institution with an office in the laws United States, or an Affiliate of any such financial institution with an office in the United States or any state or district thereof, has a combined capital surplus of at least $200,000,000 reasonably acceptable to Required Lenders and (provided no Default or Event of Default exists) is reasonably acceptable to BorrowerBorrowers. If no successor agent is appointed prior to the effective date of the resignation of Agent's resignation, then Agent may appoint a successor agent from among Lenders orthat is a financial institution with an office in the United States, if or an Affiliate of any such financial institution with an office in the United States acceptable to it (which shall be a Lender unless no Lender accepts the role) or in the absence of such roleappointment, Agent may appoint Required Lenders as successor Agentshall on such date assume all rights and duties of Agent hereunder. Upon acceptance by a any successor Agent of an its appointment to serve as Agent hereunder, or upon appointment of Required Lenders as successor Agent, such successor Agent shall thereupon succeed to and become vested with all the powers and duties of the retiring Agent without further act. On the effective date of its resignation, and the retiring Agent shall be discharged from its duties and obligations hereunder but shall continue to have all rights and protections under the benefits of the indemnification set forth in Sections 12.6 and 14.2. Notwithstanding any Agent’s resignation, the provisions of this Section 12 shall continue in effect for its benefit Loan Documents with respect to any actions taken or omitted to be taken by it while Agent, including the indemnification set forth in Sections 11.6 and 13.3, and all rights and protections under this Section 11. Any successor to Bank of America Cerberus by merger or acquisition of stock or this loan shall continue to be Agent hereunder without further act on the part of the parties hereto, unless such successor resigns as provided above. If Agent has, any Secured Party or has a direct or indirect parent company that has, become the subject of an Insolvency Proceeding or taken any action in furtherance thereof, Agent shall resign at the request of Required LendersObligor.

Resignation; Successor Agent. Subject to the appointment and acceptance of a successor Administrative Agent as provided belowin this Section, the Administrative Agent may resign at any time by giving at least 30 days written notice thereof to notifying the Lenders and the Borrower. Upon receipt of any such noticeresignation, the Required Lenders shall have the right right, in consultation with the Borrower, to appoint a successor Agent; provided that consultation with the Borrower shall not be required if an Event of Default shall have occurred and be continuing. If no successor Administrative Agent shall have been so appointed by the Required Lenders and shall have accepted such appointment within 30 days after the retiring Administrative Agent gives notice of its resignation, then the retiring Administrative Agent may, on behalf of the Lenders, appoint a successor Agent which shall be (a) a Lender bank or an Affiliate of a Lender; or (b) a commercial bank that is organized under the laws of the United States or any state or district thereof, has a combined capital surplus of at least $200,000,000 and (provided no Default or Event of Default exists) is reasonably acceptable to Borrower. If no successor agent is appointed prior to the effective date of the resignation of Agent, then Agent may appoint a successor agent from among Lenders or, if no Lender accepts such role, Agent may appoint Required Lenders as successor Agentfinancial institution. Upon acceptance of its appointment as Administrative Agent hereunder by a successor Agent of an appointment to serve as Agent hereunder, or upon appointment of Required Lenders as successor Administrative Agent, such successor Administrative Agent shall thereupon succeed to and become vested with all the powers rights, powers, privileges and duties of the retiring Agent without further actAdministrative Agent, and the retiring Administrative Agent shall be discharged from its duties and obligations hereunder but hereunder. The fees payable by the Borrower to a successor Administrative Agent shall continue be the same as those payable to have its predecessor unless otherwise agreed by the benefits of the indemnification set forth in Sections 12.6 Borrower and 14.2such successor Administrative Agent. Notwithstanding After any retiring Administrative Agent’s resignationresignation hereunder as Administrative Agent, the provisions of this Article and Section 12 9.03 shall continue in effect for the benefit of such retiring Administrative Agent, its benefit with sub-agents and their respective Related Parties in respect to of any actions taken or omitted to be taken by it any of them while Agent. Any successor to Bank of America by merger or acquisition of stock or this loan shall continue to be the retiring Agent hereunder without further act on the part of the parties hereto, unless such successor resigns was acting as provided above. If an Administrative Agent has, or has a direct or indirect parent company that has, become the subject of an Insolvency Proceeding or taken any action in furtherance thereof, Agent shall resign at the request of Required Lendershereunder.

Resignation; Successor Agent. Subject to the appointment and acceptance of a successor Agent as provided below, the Agent may resign at any time by giving at least 30 days written notice thereof to Lenders and the Lead Borrower. Upon receipt of such notice, Required Lenders shall have the right right, in consultation with (and with the consent of) the Lead Borrower, to appoint a successor Agent which shall be (a) a Lender or an Affiliate of a Lender; or (b) a commercial bank that is organized under the laws of the United States or any state or district thereof, has a combined capital surplus of at least $200,000,000 and (provided no Default or Event of Default existsexists under Sections 10.1(a) and 10.1(h) (with respect to the Lead Borrower only) is reasonably acceptable subject to Borrowerthe approval of the Borrowers. If no successor agent is appointed prior to the effective date of the resignation of the Agent, then the Agent may appoint a successor agent from among the Lenders or, if no Lender accepts such role, the Agent may appoint Required Lenders as successor Agent. Upon acceptance by a successor Agent of an appointment to serve as the Agent hereunder, or upon appointment of Required Lenders as successor Agent, such successor Agent shall thereupon succeed to and become vested with all the powers and duties of the retiring Agent without further act, and the retiring Agent shall be discharged from its duties and obligations hereunder but shall continue to have the benefits of the indemnification set forth in Sections 12.6 and Section 14.2. Notwithstanding any Agent’s resignation, the provisions of this Section 12 11 shall continue in effect for its benefit with respect to any actions taken or omitted to be taken by it while the Agent. Any successor to Bank of America by merger or acquisition of stock or this loan shall continue to be the Agent hereunder without further act on the part of the parties hereto, unless such successor resigns as provided above. If Agent has, or has a direct or indirect parent company that has, become the subject of an Insolvency Proceeding or taken any action in furtherance thereof, Agent shall resign at the request of Required Lenders.

Resignation; Successor Agent. Subject to the appointment and acceptance of a successor Agent as provided below, Agent may resign at any time by giving at least 30 days days’ written notice thereof to Lenders and BorrowerBorrowers. Upon receipt of such notice, Required Lenders shall have the right to may appoint a successor Agent to replace the resigning Agent, which successor shall be (a) a Lender or an Affiliate of a Lender; or (b) a commercial bank that is organized under financial institution with an office in the laws United States, or an Affiliate of any such financial institution with an office in the United States or any state or district thereof, has a combined capital surplus of at least $200,000,000 reasonably acceptable to Required Lenders and (provided no Default or Event of Default exists) is reasonably acceptable to BorrowerBorrowers. If no successor agent is appointed prior to the effective date of the resignation of Agent’s resignation, then Agent may appoint a successor agent from among Lenders orthat is a financial institution with an office in the United States, if or an Affiliate of any such financial institution with an office in the United States acceptable to it (which shall be a Lender unless no Lender accepts the role) or in the absence of such roleappointment, Agent may appoint Required Lenders as successor Agentshall on such date assume all rights and duties of Agent hereunder. Upon acceptance by a any successor Agent of an its appointment to serve as Agent hereunder, or upon appointment of Required Lenders as successor Agent, such successor Agent shall thereupon succeed to and become vested with all the powers and duties of the retiring Agent without further act. On the effective date of its resignation, and the retiring Agent shall be discharged from its duties and obligations hereunder but shall continue to have all rights and protections under the benefits of the indemnification set forth in Sections 12.6 and 14.2. Notwithstanding any Agent’s resignation, the provisions of this Section 12 shall continue in effect for its benefit Loan Documents with respect to any actions taken or omitted to be taken by it while Agent, including the indemnification set forth in Sections 11.6 and 13.3, and all rights and protections under this Section 11. Any successor to Bank of America Cerberus by merger or acquisition of stock or this loan shall continue to be Agent hereunder without further act on the part of the parties hereto, unless such successor resigns as provided above. If Agent has, any Secured Party or has a direct or indirect parent company that has, become the subject of an Insolvency Proceeding or taken any action in furtherance thereof, Agent shall resign at the request of Required LendersObligor.

Resignation; Successor Agent. Subject to the appointment and acceptance of a successor Agent as provided below, any Agent may resign at any time by giving at least 30 days written notice thereof to the other Agent, Lenders and Administrative Borrower. Upon receipt of such notice, Required Lenders shall have the right to appoint a successor Agent which shall be (a) a Lender or an Affiliate of a Lender; or (b) if no Lender or Affiliate of a Lender is willing to accept such position, a commercial bank that is organized under the laws of the United States or any state or district thereof, has a combined capital surplus of at least $200,000,000 and (provided no Default or Event of Default exists) is reasonably acceptable to Administrative Borrower. If no successor agent Agent is appointed prior to the effective date of the resignation of an Agent, then such Agent may appoint a successor agent from among Lenders or, if no Lender accepts such role, such Agent may appoint Required Lenders as successor Agentagent. Upon acceptance by a successor Agent of an appointment to serve as an Agent hereunder, or upon appointment of Required Lenders as successor Agent, such successor Agent shall thereupon succeed to and become vested with all the powers and duties of the retiring Agent without further act, and the retiring Agent shall be discharged from its duties and obligations hereunder in its capacity as such Agent, but shall continue to have the benefits of the indemnification set forth in Sections 12.6 10.05 and 14.211.03. Notwithstanding any Agent’s resignation, the provisions of this Section 12 10.07 shall continue in effect for its benefit with respect to any actions taken or omitted to be taken by it while Agent. Any successor to Bank of America Xxxxx Fargo by merger or acquisition of stock or this loan shall continue to be Administrative Agent and Collateral Agent hereunder without further act on the part of the parties hereto, unless such successor resigns as provided above. If Agent has, or has a direct or indirect parent company that has, become the subject of an Insolvency Proceeding or taken any action in furtherance thereof, Agent shall resign at the request of Required Lenders.

Resignation; Successor Agent. Subject to the appointment and acceptance of a successor Agent as provided below, Agent may resign at any time by giving at least 30 days written notice thereof to Lenders and BorrowerBorrower Agent. Upon receipt of such notice, Required Lenders shall have the right to may appoint a successor Agent to replace the resigning Agent, which successor shall be (a) a U.S. Lender or an Affiliate of a U.S. Lender; or (b) a commercial bank financial institution that is organized under the laws of the United States U.S. or any state or district thereof, has a combined capital surplus of at least $200,000,000 thereof and reasonably acceptable to Required Lenders and (provided no Default or Event of Default exists) is reasonably acceptable to BorrowerBorrower Agent. If no successor agent is appointed prior to the effective date of the resignation of Agent’s resignation, then Agent may appoint a successor agent from among Lenders or, if that is a financial institution that is organized under the laws of the U.S. or any state or district thereof and acceptable to Agent (which shall be a Lender unless no Lender accepts the role) or in the absence of such roleappointment, Agent may appoint Required Lenders as successor Agentshall on such date assume all rights and duties of Agent hereunder. Upon acceptance by a any successor Agent of an its appointment to serve as Agent hereunder, or upon appointment of Required Lenders as successor Agent, such successor Agent shall thereupon succeed to and become vested with all the powers and duties of the retiring Agent without further act. On the effective date of its resignation, and the retiring Agent shall be discharged from its duties and obligations hereunder but shall continue to have all rights and protections under the benefits of the indemnification set forth in Sections 12.6 and 14.2. Notwithstanding any Agent’s resignation, the provisions of this Section 12 shall continue in effect for its benefit Loan Documents with respect to any actions taken or omitted to be taken by it while Agent, including the indemnification set forth in Sections 12.7, 12.17 and 14.2, and all rights and protections under this Section 12. Any successor to Bank of America by merger or acquisition of stock or this loan shall continue to be Agent hereunder without further act on the part of the parties hereto, unless such successor resigns as provided above. If Agent has, any Secured Party or has a direct or indirect parent company that has, become the subject of an Insolvency Proceeding or taken any action in furtherance thereof, Agent shall resign at the request of Required LendersObligor.

Resignation; Successor Agent. Subject to the appointment and acceptance of a successor Agent as provided below, Agent may resign at any time by giving at least 30 days written notice thereof to Lenders Xxxxxxx and BorrowerBorrowers. Upon receipt of such notice, Required Lenders shall have the right to Xxxxxxx may appoint a successor Agent to replace the resigning Agent, which successor shall be (a) a Lender or an Affiliate of a Lender; or (b) a commercial bank that is organized under the laws of the United States or any state or district thereoffinancial institution reasonably acceptable to Required Lenders and, has a combined capital surplus of at least $200,000,000 and (in either case, provided no Default or Event of Default exists) is , reasonably acceptable to BorrowerBorrowers. If no successor agent is appointed prior to the effective date of the resignation of Agent’s resignation, then Agent may appoint a successor agent from among Lenders or, if that is a financial institution acceptable to it (which shall be a Lender unless no Lender accepts the role) or in the absence of such roleappointment, Agent may appoint Required Lenders as successor Agentshall on such date assume all rights and duties of Agent hereunder, provided that Agent shall consult with Parent prior to such appointment. Upon acceptance by a any successor Agent of an its appointment to serve as Agent hereunder, or upon appointment of Required Lenders as successor Agent, such successor Agent shall thereupon succeed to and become vested with all the powers and duties of the retiring Agent without further act. On the effective date of its resignation, and the retiring Agent shall be discharged from its duties and obligations hereunder in its capacity as Agent but shall continue to have all rights and protections under the benefits of the indemnification set forth in Sections 12.6 and 14.2. Notwithstanding any Agent’s resignation, the provisions of this Section 12 shall continue in effect for its benefit Loan Documents with respect to any actions taken or omitted to be taken by it while Agent, including the indemnification set forth in Sections 15.6 and 10.3, and all rights and protections under this Section 15. Any successor to Bank of America by merger or acquisition of stock or this loan shall continue to be Agent hereunder without further act on the part of the parties hereto, unless such successor resigns as provided above. If Agent has, any Lender (or has a direct Bank Product Provider) or indirect parent company that has, become the subject of an Insolvency Proceeding or taken any action in furtherance thereof, Agent shall resign at the request of Required LendersLoan Party.

Resignation; Successor Agent. Subject to the appointment and acceptance of a successor Agent as provided below, Agent may resign at any time by giving at least 30 ten (10) days written notice thereof to Lenders Purchasers and Borrowerthe Company. Upon receipt of such notice, Required Lenders KV III shall have the right to appoint a successor Agent which shall be (a) a Lender Purchaser or an Affiliate of a Lender; Purchaser and which shall be subject to the consent of KiOR (such consent not to be unreasonably withheld, delayed or conditioned and such consent not to be required if: (a) such successor Agent is an Affiliate of the retiring Agent, or (b) a commercial bank that is organized under the laws of the United States or any state or district thereof, has a combined capital surplus of at least $200,000,000 and (provided no Default or an Event of Default exists) has occurred and is reasonably acceptable to Borrowercontinuing). If no successor agent is appointed prior to the effective date of the resignation of Agent, then Agent may appoint a successor agent from among Lenders Purchasers (subject to the consent of KiOR (such consent not to be unreasonably withheld, delayed or conditioned and such consent not to be required if: (a) such successor Agent is an Affiliate of the retiring Agent, or (b) an Event of Default has occurred and is continuing)) or, if no Lender Purchaser accepts such rolerole or KiOR does not provide any necessary consent, Agent may appoint any of the Required Lenders Purchasers as successor Agent. Upon acceptance by a successor Agent of an appointment to serve as Agent hereunder, or upon appointment of a Required Lenders Purchaser as successor Agent, such successor Agent shall thereupon succeed to and become vested with all the powers and duties of the retiring Agent without further act, and the retiring Agent shall be discharged from its duties and obligations hereunder but shall continue to have the benefits of the indemnification set forth in Sections 12.6 and 14.2Section 11.10. Notwithstanding any Agent’s resignation, the provisions of this Section 12 11 shall continue in effect for its benefit with respect to any actions taken or omitted to be taken by it while Agent. Any successor to Bank of America Agent by merger or acquisition of stock or this loan shall continue to be Agent hereunder without further act on the part of the parties hereto, unless such successor resigns as provided above. If Agent has, or has a direct or indirect parent company that has, become the subject of an Insolvency Proceeding or taken any action in furtherance thereof, Agent shall resign at the request of Required Lenders.

Resignation; Successor Agent. Subject to the appointment and acceptance of a successor Agent as provided below, Agent may resign at any time by giving at least 30 days written notice thereof to Lenders and BorrowerObligors. Upon receipt If Agent is a Defaulting Lender under clause (d) of such noticethe definition thereof, Required Lenders shall have the right may, if permitted by Applicable Law, remove such Agent by written notice to Obligors and Agent. Required Lenders may appoint a successor Agent which shall be that is (a) a Lender or an Affiliate of a Lender; or (b) a commercial bank that is organized under the laws of the United States or any state or district thereof, has a combined capital surplus of at least $200,000,000 financial institution reasonably acceptable to Required Lenders and (provided no Default or Event of Default exists) is reasonably acceptable to BorrowerObligors. If no successor agent is appointed prior to by the effective date of the Agent’s resignation of Agentor removal, then on such date, Agent may appoint a successor agent from among Lenders or, if acceptable to it in its discretion (which shall be a Lender unless no Lender accepts the role) or, in the absence of such roleappointment, Agent may appoint Required Lenders as successor shall automatically assume all rights and duties of Agent. Upon acceptance by a successor Agent of an appointment to serve as Agent hereunder, or upon appointment of Required Lenders as successor Agent, such The successor Agent shall thereupon succeed to and become vested with all the powers and duties of the retiring Agent (including powers and duties in its capacity as security trustee) without further act, and the . The retiring or removed Agent shall be discharged from its duties and obligations hereunder on the effective date of its resignation or removal, but shall continue to have all rights and protections available to Agent under the benefits Loan Documents with respect to actions, omissions, circumstances or Claims relating to or arising while it was acting or transferring responsibilities as Agent or holding any Collateral on behalf of Secured Parties, including the indemnification set forth in Sections 12.6 Section 14.2, and 14.2. Notwithstanding any Agent’s resignation, the provisions of all rights and protections under this Section 12 shall continue in effect for its benefit with respect to any actions taken or omitted to be taken by it while Agent13. Any successor to Bank of America by merger merger, amalgamation or acquisition of stock or this loan shall continue to be Agent hereunder without further act on the part of the parties hereto, unless such successor resigns as provided above. If Agent has, any Secured Party or has a direct or indirect parent company that has, become the subject of an Insolvency Proceeding or taken any action in furtherance thereof, Agent shall resign at the request of Required LendersObligor.

Resignation; Successor Agent. Subject to the appointment and acceptance of a successor Agent as provided below, Agent may resign at any time by giving at least 30 days written notice thereof to Lenders and Borrowerthe Borrower Agents. Upon receipt of such notice, Required Lenders shall have the right to appoint a successor Agent which shall be (a) a U.S. Lender or an Affiliate of a U.S. Lender; or (b) a commercial bank financial institution that is organized under the laws of the United States U.S. or any state or district thereof, has a combined capital surplus of at least $200,000,000 thereof reasonably acceptable to Required Lenders and (provided no Default or Event of Default exists) is reasonably acceptable to Borrowerthe Borrower Agents. If no successor agent Agent is appointed prior to the effective date of the resignation of Agent’s resignation, then Agent may appoint a successor agent from among Lenders or, if that is a financial institution acceptable to it (which shall be a Lender unless no Lender accepts the role) or in the absence of such roleappointment, Agent may appoint Required Lenders as successor Agentshall on such date assume all rights and duties of Agent hereunder. Upon acceptance by a any successor Agent of an its appointment to serve as Agent hereunder, or upon appointment of Required Lenders as successor Agent, such successor Agent shall thereupon succeed to and become vested with all the powers and duties of the retiring Agent without further act, and the retiring Agent shall be discharged from its duties and obligations hereunder but shall continue to have all rights and protections under the benefits of the indemnification set forth in Sections 12.6 and 14.2. Notwithstanding any Agent’s resignation, the provisions of this Section 12 shall continue in effect for its benefit Loan Documents with respect to any actions taken or omitted to be taken by it while Agent, including the indemnification set forth in Sections 12.8 and 14.2, and all rights and protections under this Section 12. Any successor to Bank of America by merger or acquisition of stock or this loan shall continue to be Agent hereunder without further act on the part of the parties hereto, unless such successor resigns as provided above. If Agent has, any Secured Party or has a direct or indirect parent company that has, become the subject of an Insolvency Proceeding or taken any action in furtherance thereof, Agent shall resign at the request of Required LendersObligor.

Resignation; Successor Agent. Subject to the appointment and acceptance of a successor Agent as provided below, the Agent may resign at any time by giving at least 30 thirty (30) days prior written notice thereof to Lenders and BorrowerBorrowers. Upon receipt of such notice, the Required Lenders shall have the right to appoint a successor Agent which shall be (ai) a Lender or an Affiliate of a Lender; Lender (in each case excluding Defaulting Lenders) or (bii) a commercial bank that is organized under the laws of the United States or any state or district thereof, has thereof with a combined capital and surplus of at least $200,000,000 and 1,000,000,000 (provided no Default or as otherwise agreed by the Borrower), or an Affiliate of such bank, and, unless an Event of Default existsunder Sections 7.1(a), (f) or (g) is reasonably acceptable to Borrowercontinuing, for which the Borrower has provided its prior written consent. If no successor agent is appointed prior to before the effective date of the resignation of the Agent, then the Agent may appoint a successor agent meeting the qualifications set forth above (including, for the avoidance of doubt, that the Borrower shall have provided its prior written consent unless an Event of Default under Sections 7.1(a), (f) or (g) is continuing), provided that if the Agent shall notify Borrowers and Lenders that no qualifying Person has accepted such appointment, then such resignation shall nonetheless become effective in accordance with such notice and (1) the retiring Agent shall be discharged from among its duties and obligations hereunder and under the other Loan Documents (except that in the case of any Collateral security held by Agent on behalf of the Lenders oror LC Issuer under any of the Loan Documents the retiring Agent shall continue to hold such Collateral security until such time as a successor Agent is appointed) and (2) all payments, if no communications, and determinations provided to be made by, to or through the Agent shall instead be made by or to each Lender accepts and LC Issuer directly, until such role, Agent may appoint time as the Required Lenders appoint a successor Agent as successor Agentprovided for above in this paragraph. Upon acceptance by a successor Agent of an appointment to serve as the Agent hereunder, or upon appointment of Required Lenders as successor Agent, such successor Agent shall thereupon succeed to and become vested with all the powers and duties of the retiring Agent without further act, and the retiring Agent shall be discharged from its duties and obligations hereunder under the Loan Documents (if not already discharged therefrom as provided above in this paragraph) but shall continue to have the benefits of the indemnification set forth in Sections 12.6 8.5, 9.5, and 14.29.6. Notwithstanding any the Agent’s resignation, the provisions of this Section 12 Article VIII shall continue in effect for its benefit with respect to any actions taken or omitted to be taken by it while the Agent. Any successor to Regions Bank of America by merger or acquisition of stock Stock or this loan its Loans hereunder shall continue to be the Agent hereunder without further act on the part of the parties hereto, unless such successor resigns as provided above. If In addition to the foregoing, and notwithstanding anything to the contrary contained herein, if the Person serving as the Agent has, or has is a direct or indirect parent company that has, become Defaulting Lender pursuant to clause (d) of the subject of an Insolvency Proceeding or taken any action in furtherance definition thereof, the Required Lenders may, to the extent permitted by Requirements of Law by notice in writing to the Borrower Agent and such Person remove such Person as the Agent and, in consultation with the Borrowers, appoint a successor. If no such successor shall resign at have been so appointed by the request of Required LendersLenders and shall have accepted such appointment within 30 days (or such earlier day as shall be agreed by the Required Lenders (the “Removal Effective Date”)), then, such removal shall nonetheless become effective in accordance with such notice on the Removal Effective Date and the Required Lenders instituting such removal shall continue thereafter as co- Agents unless and until a successor Agent is appointed and accepts such appointment.

Resignation; Successor Agent. Subject to the appointment and acceptance of a successor Agent as provided below, Agent may resign at any time by giving at least 30 days written notice thereof to Lenders and BorrowerBorrowers. Upon receipt of such notice, Required Lenders shall have the right to may appoint a successor Agent which shall be that is (a) a Lender or an Affiliate of a Lender; or (b) a commercial bank that is organized under the laws of the United States or any state or district thereof, has a combined capital surplus of at least $200,000,000 financial institution reasonably acceptable to Required Lenders and (provided no Default or Event of Default exists) is reasonably acceptable to BorrowerBorrowers. If no successor agent is appointed prior to by the effective date of the resignation of Agent’s resignation, then on such date, Agent may appoint a successor agent from among Lenders or, if acceptable to it in its discretion (which shall be a Lender unless no Lender accepts the role) or, in the absence of such roleappointment, Agent may appoint Required Lenders as successor shall automatically assume all rights and duties of Agent. Upon acceptance by a successor Agent of an appointment to serve as Agent hereunder, or upon appointment of Required Lenders as successor Agent, such The successor Agent shall thereupon succeed to and become vested with all the powers and duties of the retiring Agent without further act, and the . The retiring Agent shall be discharged from its duties and obligations hereunder on the effective date of its resignation, but shall continue to have all rights and protections available to Agent under the benefits Loan Documents with respect to actions, omissions, circumstances or Claims relating to or arising while it was acting or transferring responsibilities as Agent or holding any Collateral on behalf of Secured Parties, including the indemnification set forth in Sections 12.6 and 14.2. Notwithstanding any Agent’s resignation, the provisions of and all rights and protections under this Section 12 shall continue in effect for its benefit with respect to any actions taken or omitted to be taken by it while Agent12. Any successor to Bank of America by merger or acquisition of stock or this loan shall continue to be Agent hereunder without further act on the part of the parties hereto, unless such successor resigns as provided above. If Agent has, any Secured Party or has a direct or indirect parent company that has, become the subject of an Insolvency Proceeding or taken any action in furtherance thereof, Agent shall resign at the request of Required LendersObligor.

Resignation; Successor Agent. Subject to the appointment and acceptance of a successor Agent as provided below, The Agent may resign at any time by giving at least 30 days written as the Agent upon ten (10) days’ notice thereof to the Lenders and Borrowerthe Borrowers. Upon receipt of such noticeIf the Agent resigns under this Agreement, the Required Lenders shall have appoint from among the right to appoint Lenders a successor Agent agent for the Lenders, which successor agent shall be (a) a Lender or an Affiliate of unless such successor agent is a Lender; or (b) a commercial bank that is organized under be consented to by the laws Borrowers at all times other than during the existence of the United States or any state or district thereof, has a combined capital surplus of at least $200,000,000 and (provided no Default or an Event of Default existsunder Section 11.1(a) is reasonably acceptable to Borroweror Section 11.1(g) (which consent of the Borrowers shall not be unreasonably withheld or delayed). If no successor agent is appointed prior to the effective date of the resignation of the Agent, then the Agent may appoint appoint, after consulting with the Lenders and the Borrowers, a successor agent from among Lenders or, if no Lender accepts such role, Agent may appoint Required Lenders the Lenders. Upon the acceptance of its appointment as successor Agent. Upon acceptance by a successor Agent of an appointment to serve as Agent agent hereunder, or upon appointment of Required Lenders the Person acting as successor Agent, such successor Agent agent shall thereupon succeed to and become vested with all the rights, powers and duties of the retiring Agent without further actAgent, and the term “Agent” shall mean such successor administrative agent and/or supplemental administrative agent, as the case may be, and the retiring Agent’s appointment, powers and duties as the Administrative Agent shall be discharged from its duties and obligations hereunder terminated but shall continue to have the benefits of the indemnification set forth in Sections 12.6 12.7, 12.15 and 14.2. If no successor agent has accepted appointment as the Agent by the date which is fifteen (15) Business Days following the retiring Agent’s notice of resignation, the retiring Agent’s resignation shall nevertheless thereupon become effective and the Lenders shall perform all of the duties of the Agent hereunder until such time, if any, as the Required Lenders appoint a successor agent as provided for above. Upon the acceptance of any appointment as the Agent hereunder by a successor and upon the execution and filing or recording of such financing statements, or amendments thereto, and such amendments or supplements to such instruments or notices, as may be necessary or desirable, or as the Required Lenders may request, in order to continue the perfection of the Liens granted or purported to be granted by the Collateral Documents, the Agent shall thereupon succeed to and become vested with all the rights, powers, discretion, privileges, and duties of the retiring Agent, and the retiring Agent shall be discharged from its duties and obligations under the Loan Documents. Notwithstanding any Agent’s resignation, the provisions of this Section 12 shall continue in effect for its benefit with respect to any actions taken or omitted to be taken by it while the Agent. Any successor to Bank of America by merger or acquisition of stock or this loan shall continue to be the Agent hereunder without further act on the part of the parties hereto, unless such successor resigns as provided above. If Agent has, or has a direct or indirect parent company that has, become the subject of an Insolvency Proceeding or taken any action in furtherance thereof, Agent shall resign at the request of Required Lenders.

Resignation; Successor Agent. Subject to the appointment and acceptance of a successor Agent as provided below, Agent may resign at any time by giving at least 30 thirty (30) days written notice thereof to Lenders and Borrower. Upon receipt of such notice, Required Lenders shall have the right to may appoint a successor Agent to replace the resigning Agent, which successor shall be (a) a Lender or an Affiliate of a Lender; or (b) a commercial bank that is organized under the laws of the United States or any state or district thereof, has a combined capital surplus of at least $200,000,000 financial institution reasonably acceptable to Required Lenders and (provided no Default or Event of Default exists) is reasonably acceptable to Borrower. If no successor agent is appointed prior to the effective date of the resignation of Agent’s resignation, then Agent may appoint a successor agent from among Lenders or, if that is a financial institution acceptable to it (which shall be a Lender unless no Lender accepts the role) or in the absence of such roleappointment, Agent may appoint Required Lenders as successor Agentshall on such date assume all rights and duties of Agent hereunder. Upon acceptance by a any successor Agent of an its appointment to serve as Agent hereunder, or upon appointment of Required Lenders as successor Agent, such successor Agent shall thereupon succeed to and become vested with all the powers and duties of the retiring Agent without further act. On the effective date of its resignation, and the retiring Agent shall be discharged from its duties and obligations hereunder but shall continue to have all rights and protections under the benefits of the indemnification set forth in Sections 12.6 and 14.2. Notwithstanding any Agent’s resignation, the provisions of this Section 12 shall continue in effect for its benefit Loan Documents with respect to any actions taken or omitted to be taken by it while Agent, including the indemnification set forth in Sections 12.6 and 14.2, and all rights and protections under this Section 12. Any successor to Bank of America TCW by merger or acquisition of stock or this loan shall continue to be Agent hereunder without further act on the part of the parties hereto, unless such successor resigns as provided above. If Agent has, any Secured Party or has a direct or indirect parent company that has, become the subject of an Insolvency Proceeding or taken any action in furtherance thereof, Agent shall resign at the request of Required LendersObligor.

Resignation; Successor Agent. Subject to the appointment and acceptance of a successor Agent as provided below, Agent may resign at any time by giving at least 30 days written notice thereof to Lenders Xxxxxxx and BorrowerBorrower Agent. Upon receipt of such notice, Required Lenders shall have the right to appoint a successor Agent which shall be (a) a U.S. Lender or an Affiliate of a U.S. Lender; or (b) a commercial bank that is organized under the laws of the United States or any state or district thereof, has a combined capital surplus of at least $200,000,000 and (provided no Default or Event of Default exists) is reasonably acceptable to BorrowerBorrower Agent. If no successor agent is appointed prior to the effective date of the resignation of Agent, then Agent may appoint a successor agent from among Lenders Xxxxxxx or, if no Lender accepts such role, Agent may appoint Required Lenders Xxxxxxx as successor Agent. Upon acceptance by a successor Agent of an appointment to serve as Agent hereunder, or upon appointment of Required Lenders Xxxxxxx as successor Agent, such successor Agent shall thereupon succeed to and become vested with all the powers and duties of the retiring Agent (including as security trustee of Secured Parties under the U.K. Security Agreements) without further act, and the retiring Agent shall be discharged from its duties and obligations hereunder but shall continue to have the benefits of the indemnification set forth in Sections 12.6 and 14.2. Notwithstanding any Agent’s resignation, the provisions of this Section 12 shall continue in effect for its benefit with respect to any actions taken or omitted to be taken by it while Agent. Any successor to Bank of America by merger or acquisition of stock or this loan shall continue to be Agent (including as security trustee of Secured Parties under the U.K. Security Agreements) hereunder without further act on the part of the parties hereto, unless such successor resigns as provided above. If Agent has, or has a direct or indirect parent company that has, become the subject of an Insolvency Proceeding or taken any action in furtherance thereof, Agent shall resign at the request of Required Lenders.

Resignation; Successor Agent. Subject to the appointment and acceptance of a successor Agent as provided below, Agent may resign at any time by giving at least 30 10 days written notice thereof to Lenders Xxxxxxx and BorrowerBorrowers. Upon receipt of such notice, Required Lenders shall have the right to may appoint a successor Agent which shall be that is (a) a Lender or an Affiliate of a Lender; or (b) a commercial bank that is organized under the laws of the United States or any state or district thereof, has a combined capital surplus of at least $200,000,000 financial institution reasonably acceptable to Required Lenders and (provided no Default or Event of Default exists) is reasonably acceptable to BorrowerBorrowers. If no successor agent is appointed prior to by the effective date of the resignation of Agent’s resignation, then on such date, Agent may appoint a successor agent from among Lenders or, if acceptable to it in its discretion (which shall be a Lender unless no Lender accepts the role) or, in the absence of such roleappointment, Agent may appoint Required Lenders as successor shall automatically assume all rights and duties of Agent. Upon acceptance by a successor Agent of an appointment to serve as Agent hereunder, or upon appointment of Required Lenders as successor Agent, such The successor Agent shall thereupon succeed to and become vested with all the powers and duties of the retiring Agent without further act, and the . The retiring Agent shall be discharged from its duties and obligations hereunder on the effective date of its resignation, but shall continue to have all rights and protections available to Agent under the benefits Loan Documents with respect to actions, omissions, circumstances or Claims relating to or arising while it was acting or transferring responsibilities as Agent or holding any Collateral on behalf of Secured Parties, including the indemnification set forth in Sections 12.6 and 14.2. Notwithstanding any Agent’s resignation, the provisions of and all rights and protections under this Section 12 shall continue in effect for its benefit with respect to any actions taken or omitted to be taken by it while Agent12. Any successor to Bank of America CNC by merger or acquisition of stock or this loan shall continue to be Agent hereunder without further act on the part of the parties hereto, unless such successor resigns as provided above. If Agent has, any Secured Party or has a direct or indirect parent company that has, become the subject of an Insolvency Proceeding or taken any action in furtherance thereof, Agent shall resign at the request of Required LendersObligor.

Resignation; Successor Agent. Subject to the appointment and acceptance of a successor Agent as provided below, Agent may resign at any time by giving at least 30 days written notice thereof to Lenders and BorrowerBorrowers. Upon receipt of such notice, Required Lenders shall have the right to may appoint a successor Agent which shall be that is (a) a Lender or an Affiliate of a Lender; or (b) a commercial bank that is organized under the laws of the United States or any state or district thereof, has a combined capital surplus of at least $200,000,000 financial institution reasonably acceptable to Required Lenders and (provided no Default or Event of Default exists) is reasonably acceptable to BorrowerBorrowers. If no successor agent is appointed prior to by the effective date of the resignation of Agent’s resignation, then on such date, Agent may appoint a successor agent from among Lenders or, if acceptable to it in its discretion (which shall be a Lender unless no Lender accepts the role) or, in the absence of such roleappointment, Agent may appoint Required Lenders as successor shall automatically assume all rights and duties of Agent. Upon acceptance by a successor Agent of an appointment to serve as Agent hereunder, or upon appointment of Required Lenders as successor Agent, such The successor Agent shall thereupon succeed to and become vested with all the powers and duties of the retiring Agent without further act, and the . The retiring Agent shall be discharged from its duties and obligations hereunder on the effective date of its resignation, but shall continue to have all rights and protections available to Agent under the benefits Loan Documents with respect to actions, omissions, circumstances or Claims relating to or arising while it was acting or transferring responsibilities as Agent or holding any Collateral on behalf of the Secured Parties, including indemnification set forth in under Sections 12.6 and 14.2. Notwithstanding any Agent’s resignation, the provisions of and all rights and protections under this Section 12 shall continue in effect for its benefit with respect to any actions taken or omitted to be taken by it while Agent12. Any successor to Bank of America by merger or acquisition of stock or this loan shall continue to be Agent hereunder without further act on the part of the parties hereto, unless such successor resigns as provided above. If Agent has, any Secured Party or has a direct or indirect parent company that has, become the subject of an Insolvency Proceeding or taken any action in furtherance thereof, Agent shall resign at the request of Required LendersObligor.

Resignation; Successor Agent. Subject to the appointment and acceptance of a successor Agent as provided below, Agent may resign at any time by giving at least 30 days written notice thereof to Lenders and BorrowerBorrowers. Upon receipt of such notice, Required Lenders shall have the right to may appoint a successor Agent which shall be that is (a) a Lender or an Affiliate of a Lender; or (b) a commercial bank that is organized under the laws of the United States or any state or district thereof, has a combined capital surplus of at least $200,000,000 financial institution reasonably acceptable to Required Lenders and (provided no Default or Event of Default exists) is reasonably acceptable to BorrowerBorrowers. If no successor agent is appointed prior to by the effective date of the resignation of Agent’s resignation, then on such date, Agent may appoint a successor agent from among Lenders or, if acceptable to it in its discretion (which shall be a Lender unless no Lender accepts the role) or, in the absence of such roleappointment, Agent may appoint Required Lenders as successor shall automatically assume all rights and duties of Agent. Upon acceptance by a successor Agent of an appointment to serve as Agent hereunder, or upon appointment of Required Lenders as successor Agent, such The successor Agent shall thereupon succeed to and become vested with all the powers and duties of the retiring Agent without further act, and the . The retiring Agent shall be discharged from its duties and obligations hereunder on the effective date of its resignation but shall continue to have all rights and protections available to Agent under the benefits Loan Documents with respect to actions, omissions, circumstances or Claims relating to or arising while it was acting or transferring responsibilities as Agent or holding any Collateral on behalf of Secured Parties, including the indemnification set forth in Sections 12.6 and 14.2. Notwithstanding any Agent’s resignation, the provisions of and all rights and protections under this Section 12 shall continue in effect for its benefit with respect to any actions taken or omitted to be taken by it while Agent12. Any successor to Bank of America by merger or acquisition of stock or this loan shall continue to be Agent hereunder without further act on the part of the parties hereto, unless such successor resigns as provided above. If Agent has, any Secured Party or has a direct or indirect parent company that has, become the subject of an Insolvency Proceeding or taken any action in furtherance thereof, Agent shall resign at the request of Required LendersObligor.

Resignation; Successor Agent. Subject to the appointment and acceptance of a successor Agent as provided below, Agent may resign at any time by giving at least 30 days written notice thereof to Lenders and BorrowerBorrower Agent. Upon receipt If Agent is a Defaulting Lender under clause (d) of such noticethe definition thereof, Required Lenders shall have the right right, in consultation with Borrower Agent, to remove such Agent by written notice to Borrower Agent and Agent. Required Lenders may appoint a successor Agent to replace the resigning or removed Agent, which successor shall be (a) a Lender (other than a Defaulting Lender) or an Affiliate of a Lender (other than a Defaulting Lender); or (b) a commercial bank that is organized under the laws of financial institution with an office in the United States or any state or district thereof, has a combined capital surplus of at least $200,000,000 reasonably acceptable to Required Lenders and (provided no Default or Event of Default exists) is reasonably acceptable to BorrowerBorrower Agent. If no successor agent is appointed prior to the effective date of the Agent's resignation of Agentor removal, then Agent may appoint a successor agent from among Lenders or, if that is a financial institution with an office in the United States acceptable to it (which shall be a Lender unless no Lender accepts the role) or in the absence of such roleappointment, Agent may appoint Required Lenders shall on such date assume all rights and duties of Agent hereunder (except that in the case of any collateral security held by Agent on behalf of the Secured Parties under Credit Document, the retiring Agent shall continue to hold such collateral security until such time as a successor AgentAgent is appointed). Upon acceptance by a any successor Agent of an its appointment to serve as Agent hereunder, or upon appointment of Required Lenders as successor Agent, such successor Agent shall thereupon succeed to and become vested with all the powers and duties of the retiring Agent without further act. On the effective date of its resignation or removal, and the retiring or removed Agent shall be discharged from its duties and obligations hereunder but shall continue to have all rights and protections under the benefits of the indemnification set forth in Sections 12.6 and 14.2. Notwithstanding any Agent’s resignation, the provisions of this Section 12 shall continue in effect for its benefit Credit Documents with respect to any actions taken or omitted to be taken by it while Agent, including the indemnification set forth in Sections 11.6 and 13.2, and all rights and protections under this Section 11. Any successor to Bank of America by merger or acquisition of stock or this loan shall continue to be Agent hereunder without further act on the part of the parties hereto, unless such successor resigns as provided above. If Agent has, any Secured Party or has a direct or indirect parent company that has, become the subject of an Insolvency Proceeding or taken any action in furtherance thereof, Agent shall resign at the request of Required LendersObligor.

Resignation; Successor Agent. Subject to the appointment and acceptance of a successor Agent as provided below, Agent may resign at any time by giving at least 30 days written notice thereof to Lenders and BorrowerObligors. Upon receipt If Agent is a Defaulting Lender under clause (d) of such noticethe definition thereof, Required Lenders shall have may, to the right extent permitted by Applicable Law, remove such Agent by written notice to Obligors and Agent. Required Lenders may appoint a successor Agent to replace the resigning or removed Agent, which successor shall be (a) a Lender or an Affiliate of a Lender; or (b) a commercial bank that is organized under the laws of the United States or any state or district thereof, has a combined capital surplus of at least $200,000,000 financial institution reasonably acceptable to Required Lenders and (provided no Default or Event of Default exists) is reasonably acceptable to BorrowerObligors. If no successor agent is appointed prior to the effective date of the Agent’s resignation of Agentor removal, then Agent may appoint a successor agent from among Lenders or, if that is a financial institution acceptable to it (which shall be a Lender unless no Lender accepts the role) or in the absence of such roleappointment, Agent may appoint Required Lenders as successor Agentshall on such date assume all rights and duties of Agent hereunder. Upon acceptance by a any successor Agent of an its appointment to serve as Agent hereunder, or upon appointment of Required Lenders as successor Agent, such successor Agent shall thereupon succeed to and become vested with all the powers and duties of the retiring Agent (including powers and duties in its capacity as security trustee) without further act. On the effective date of its resignation or removal, and the retiring or removed Agent shall be discharged from its duties and obligations hereunder but shall continue to have all rights and protections under the benefits of the indemnification set forth in Sections 12.6 and 14.2. Notwithstanding any Agent’s resignation, the provisions of this Section 12 shall continue in effect for its benefit Loan Documents with respect to any actions taken or omitted to be taken by it while Agent, including the indemnification set forth in Sections 12.6 and 14.2, and all rights and protections under this Section 12. Any successor to Bank of America by merger merger, amalgamation or acquisition of stock or this loan shall continue to be Agent hereunder without further act on the part of the parties hereto, unless such successor resigns as provided above. If Agent has, any Secured Party or has a direct or indirect parent company that has, become the subject of an Insolvency Proceeding or taken any action in furtherance thereof, Agent shall resign at the request of Required LendersObligor.

Resignation; Successor Agent. Subject to the appointment and acceptance of a successor Administrative Agent as provided belowin this Section, the Administrative Agent may resign at any time by giving at least 30 days written notice thereof to Lenders notifying the Lenders, the Letter of Credit Issuer and the Borrower. Upon receipt of any such noticeresignation, the Required Lenders shall have the right right, in consultation with the Borrower, to appoint a successor Administrative Agent; provided that consultation with the Borrower shall not be required if an Event of Default shall have occurred and be continuing. If no successor Administrative Agent shall have been so appointed by the Required Lenders and shall have accepted such appointment within 30 days after the retiring Administrative Agent gives notice of its resignation, then the retiring Administrative Agent may, on behalf of the Lenders and the Letter of Credit Issuer, appoint a successor Administrative Agent which shall be (a) a Lender bank or an Affiliate of a Lender; or (b) a commercial bank that is organized under the laws of the United States or any state or district thereof, has a combined capital surplus of at least $200,000,000 and (provided no Default or Event of Default exists) is reasonably acceptable to Borrower. If no successor agent is appointed prior to the effective date of the resignation of Agent, then Agent may appoint a successor agent from among Lenders or, if no Lender accepts such role, Agent may appoint Required Lenders as successor Agentfinancial institution. Upon acceptance of its appointment as Administrative Agent hereunder by a successor Agent of an appointment to serve as Agent hereunder, or upon appointment of Required Lenders as successor Administrative Agent, such successor Administrative Agent shall thereupon succeed to and become vested with all the powers rights, powers, privileges and duties of the retiring Agent without further actAdministrative Agent, and the retiring Administrative Agent shall be discharged from its duties and obligations hereunder but hereunder. The fees payable by the Borrower to a successor Administrative Agent shall continue be the same as those payable to have its predecessor unless otherwise agreed by the benefits of the indemnification set forth in Sections 12.6 Borrower and 14.2such successor Administrative Agent. Notwithstanding After any retiring Administrative Agent’s resignationresignation hereunder as such Administrative Agent, the provisions of this Article and Section 12 9.03 shall continue in effect for the benefit of such retiring Administrative Agent, its benefit with sub-agents and their respective Related Parties in respect to of any actions taken or omitted to be taken by it any of them while Agent. Any successor to Bank of America by merger or acquisition of stock or this loan shall continue to be the retiring Administrative Agent hereunder without further act on the part of the parties hereto, unless such successor resigns was acting as provided above. If an Administrative Agent has, or has a direct or indirect parent company that has, become the subject of an Insolvency Proceeding or taken any action in furtherance thereof, Agent shall resign at the request of Required Lendershereunder.

Resignation; Successor Agent. Subject to the appointment and acceptance of a successor Agent as provided below, Agent may resign at any time by giving at least 30 days written notice thereof to Lenders and BorrowerBorrower Agent. Upon receipt of such notice, Required Lenders shall have the right to appoint a successor Agent which shall be (a) a U.S. Lender or an Affiliate of a U.S. Lender; or (b) a commercial bank that is organized under the laws of the United States or any state or district thereof, has a combined capital surplus of at least $200,000,000 and (provided no Default or Event of Default exists) is reasonably acceptable to BorrowerBorrower Agent. If no successor agent is appointed prior to the effective date of the resignation of Agent, then Agent may appoint a successor agent from among Lenders or, if no Lender accepts such role, Agent may appoint Required Lenders as successor Agent. Upon acceptance by a successor Agent of an appointment to serve as Agent hereunder, or upon appointment of Required Lenders as successor Agent, such successor Agent shall thereupon succeed to and become vested with all the powers and duties of the retiring Agent (including as security trustee of Secured Parties under the U.K. Security Agreements) without further act, and the retiring Agent shall be discharged from its duties and obligations hereunder but shall continue to have the benefits of the indemnification set forth in Sections 12.6 and 14.2. Notwithstanding any Agent’s resignation, the provisions of this Section 12 shall continue in effect for its benefit with respect to any actions taken or omitted to be taken by it while Agent. Any successor to Bank of America by merger or acquisition of stock or this loan shall continue to be Agent (including as security trustee of Secured Parties under the U.K. Security Agreements) hereunder without further act on the part of the parties hereto, unless such successor resigns as provided above. If Agent has, or has a direct or indirect parent company that has, become the subject of an Insolvency Proceeding or taken any action in furtherance thereof, Agent shall resign at the request of Required Lenders.

Resignation; Successor Agent. Subject to the appointment and acceptance of a successor Agent as provided below, Agent may resign at any time by giving at least 30 days written notice thereof to Lenders and BorrowerObligors. Upon receipt If Agent is a Defaulting Lender under clause (d) of such noticethe definition thereof, Required Lenders shall have may, to the right extent permitted by Applicable Law, remove such Agent by written notice to Obligors and Agent. Required Lenders may appoint a successor Agent to replace the resigning or removed Agent, which successor shall be (a) a Lender or an Affiliate of a Lender; or (b) a commercial bank that is organized under the laws of the United States or any state or district thereof, has a combined capital surplus of at least $200,000,000 financial institution reasonably acceptable to Required Lenders and (provided no Default or Event of Default exists) is reasonably acceptable to BorrowerObligors. If no successor agent is appointed prior to the effective date of the Agent’s resignation of Agentor removal, then Agent may appoint a successor agent from among Lenders or, if that is a financial institution acceptable to it (which shall be a Lender unless no Lender accepts the role) or in the absence of such roleappointment, Agent may appoint Required Lenders as successor Agentshall on such date assume all rights and duties of Agent hereunder. Upon acceptance by a any successor Agent of an its appointment to serve as Agent hereunder, or upon appointment of Required Lenders as successor Agent, such successor Agent shall thereupon succeed to and become vested with all the powers and duties of the retiring Agent (including powers and duties in its capacity as security trustee) without further act. On the effective date of its resignation or removal, and the retiring or removed Agent shall be discharged from its duties and obligations hereunder but shall continue to have all rights and protections under the benefits of the indemnification set forth in Sections 12.6 and 14.2. Notwithstanding any Agent’s resignation, the provisions of this Section 12 shall continue in effect for its benefit Loan Documents with respect to any actions taken or omitted to be taken by it while Agent, including the indemnification set forth in Section 14.2, and all rights and protections under this Section 13. Any successor to Bank of America Crystal by merger merger, amalgamation or acquisition of stock or this loan shall continue to be Agent hereunder without further act on the part of the parties hereto, unless such successor resigns as provided above. If Agent has, any Secured Party or has a direct or indirect parent company that has, become the subject of an Insolvency Proceeding or taken any action in furtherance thereof, Agent shall resign at the request of Required LendersObligor.

Resignation; Successor Agent. Subject to the appointment and acceptance of a successor Agent as provided below, Agent may resign at any time by giving at least 30 days written notice thereof to Lenders Xxxxxxx and BorrowerBorrower Agent. Upon receipt of such notice, Required Lenders shall have the right to may appoint a successor Agent which shall be that is (a) a Lender or an Affiliate of a Lender; or (b) a commercial bank that is organized under the laws of the United States or any state or district thereof, has a combined capital surplus of at least $200,000,000 financial institution reasonably acceptable to Required Lenders and (provided no Default or Event of Default exists) is reasonably acceptable to BorrowerBorrower Agent. If no successor agent is appointed prior to by the effective date of the resignation of Agent’s resignation, then on such date, Agent may appoint a successor agent from among Lenders or, if acceptable to it in its discretion (which shall be a Lender unless no Lender accepts the role) or, in the absence of such roleappointment, Agent may appoint Required Lenders as successor shall automatically assume all rights and duties of Agent. Upon acceptance by a successor Agent of an appointment to serve as Agent hereunder, or upon appointment of Required Lenders as successor Agent, such The successor Agent shall thereupon succeed to and become vested with all the powers and duties of the retiring Agent without further act, and the . The retiring Agent shall be discharged from its duties and obligations hereunder on the effective date of its resignation, but shall continue to have all rights and protections available to Agent under the benefits Loan Documents with respect to actions, omissions, circumstances or Claims relating to or arising while it was acting or transferring responsibilities as Agent or holding any Collateral on behalf of the Secured Parties, including indemnification set forth in under Sections 12.6 and 14.2. Notwithstanding any Agent’s resignation, the provisions of and all rights and protections under this Section 12 shall continue in effect for its benefit with respect to any actions taken or omitted to be taken by it while Agent12. Any successor to Bank of America by merger or acquisition of stock or this loan shall continue to be Agent hereunder without further act on the part of the parties hereto, unless such successor resigns as provided above. If Agent has, any Secured Party or has a direct or indirect parent company that has, become the subject of an Insolvency Proceeding or taken any action in furtherance thereof, Agent shall resign at the request of Required LendersObligor.

Resignation; Successor Agent. (a) Subject to the appointment and acceptance of a successor Agent as provided below, the Agent may resign at any time by giving at least 30 thirty (30) days written notice thereof to the Lenders and Borrowerthe Loan Party Agent. Upon receipt of such notice, Required Lenders shall have the right to appoint a successor Agent which shall be (ai) a U.S. Lender or an Affiliate of a U.S. Lender; or (bii) a commercial bank or other financial institution that is organized under the laws of the United States or any state or district thereof, has a combined capital surplus of at least $200,000,000 and (provided no Default or Event of Default exists) is reasonably acceptable to Borrowerthe Loan Party Agent. If no successor agent Agent is appointed prior to the effective date of the resignation of Agentthe Agent (or such earlier day as shall be agreed by the Required Lenders) (the “Resignation Effective Date”), then the Agent may appoint a successor agent Agent from among Lenders orthe Lenders, if provided that in no event shall any such successor 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. (b) If the Person serving as Agent is a Defaulting Lender accepts such rolepursuant to clause (d) of the definition thereof, Agent may appoint the Required Lenders may, to the extent permitted by applicable Law, by notice in writing to the Loan Party Agent and such Defaulting Lender, remove such Person as Agent and, in consultation with the Loan Party Agent, appoint a successor. If no such successor Agentshall have been so appointed by the Required Lenders and shall have accepted such appointment within 30 (thirty) days (or such earlier day as shall be agreed by the Required Lenders) (the “Removal Effective Date”), then such removal shall nonetheless become effective in accordance with such notice on the Removal Effective Date. (c) Upon acceptance by a successor Agent of an appointment to serve as the Agent hereunder, or upon appointment of Required Lenders as successor Agent, such successor Agent shall thereupon xxxxxxxxx succeed to and become vested with all the powers and duties of the retiring Agent without further act, and the retiring Agent shall be discharged from its duties and obligations hereunder but shall continue to have the benefits of the indemnification set forth in Sections 12.6 and 14.2. Notwithstanding any Agent’s resignation, the provisions of this Section 12 shall continue in effect for its benefit with respect to any actions taken or omitted to be taken by it while Agent. Any successor to Bank of America by merger or acquisition of stock or this loan shall continue to be Agent hereunder without further act on the part of the parties hereto, unless such successor resigns as provided above. If Agent has, or has a direct or indirect parent company that has, become the subject of an Insolvency Proceeding or taken any action in furtherance thereof, Agent shall resign at the request of Required Lenders.167

Resignation; Successor Agent. Subject to the appointment and acceptance of a successor Agent as provided below, Agent may resign at any time by giving at least 30 days written notice thereof to Lenders and BorrowerBorrowers. Upon receipt of such noticeIf Agent is a Defaulting Lender, Borrower Agent or the Required Lenders shall have the right may, if permitted by Applicable Law, remove such Agent by written notice to Borrowers and Agent. Required Lenders may appoint a successor to replace the resigning or removed Agent which shall be that is (a) a Lender or an Affiliate of a Lender; or (b) a commercial bank that is organized under the laws of the United States or any state or district thereof, has a combined capital surplus of at least $200,000,000 financial institution reasonably acceptable to Required Lenders and (provided no Default or Event of Default existsexists pursuant to Section 11.1(a) is reasonably acceptable to Borroweror (j)) Borrowers. If no successor agent is appointed prior to by the effective date of the Agent’s resignation of Agentor removal, then on such date, Agent may appoint a successor agent from among Lenders or, if acceptable to it in its discretion and the Borrowers (provided no Event of Default exists pursuant to Section 11.1(a) or (j)) (which shall be a Lender unless no Lender accepts the role) or in the absence of such roleappointment, Agent may appoint Required Lenders as successor Agent. Upon acceptance by a successor Agent automatically assume all rights and duties of an appointment to serve as Agent hereunder, or upon appointment of Required Lenders as successor Agent, such the successor Agent shall thereupon succeed to and become vested with all the powers and duties of the retiring Agent without further act, and the . The retiring or removed Agent shall be discharged from its duties and obligations hereunder on the effective date of its resignation or removal, but shall continue to have all rights and protections available to Agent under the benefits Loan Documents with respect to actions, omissions, circumstances or Claims relating to or arising while it was acting or transferring responsibilities as Agent or holding any Collateral on behalf of Secured Parties, including the indemnification set forth in Sections 12.6 and 14.2. Notwithstanding any Agent’s resignation, the provisions of and all rights and protections under this Section 12 shall continue in effect for its benefit with respect to any actions taken or omitted to be taken by it while Agent12. Any successor to Bank of America JPM by merger or acquisition of stock or this loan shall continue to be Agent hereunder without further act on the part of the parties hereto, unless such successor resigns as provided above. If Agent has, any Secured Party or has a direct or indirect parent company that has, become the subject of an Insolvency Proceeding or taken any action in furtherance thereof, Agent shall resign at the request of Required LendersObligor.

Resignation; Successor Agent. Subject to the appointment and acceptance of a successor Agent as provided below, Agent may resign at any time by giving at least 30 days written notice thereof to Lenders and BorrowerBorrowers. Upon receipt of such notice, Required Lenders shall have the right to appoint a successor Agent which shall be (a) a Lender or an Affiliate of a Lender; or (b) a commercial bank that is organized under the laws of the United States or any state or district thereof, has a combined capital surplus of at least $200,000,000 and (provided no Default or Event of Default exists) is reasonably acceptable to BorrowerBorrowers. If no successor agent is appointed prior to the effective date of the resignation of Agent, then Agent may appoint a successor agent from among Lenders or, if no Lender accepts such role, Agent may appoint Required Lenders as successor Agent. Upon acceptance by a successor Agent of an appointment to serve as Agent hereunder, or upon appointment of Required Lenders as successor Agent, such successor Agent shall thereupon succeed to and become vested with all the powers and duties of the retiring Agent without further act, and the retiring Agent shall be discharged from its duties and obligations hereunder but shall continue to have the benefits of the indemnification set forth in Sections 12.6 13.6 and 14.215.2. Notwithstanding any Agent’s resignation, the provisions of this Section 12 13 shall continue in effect for its benefit with respect to any actions taken or omitted to be taken by it while Agent. Any successor to Bank of America by merger or acquisition of stock or this loan shall continue to be Agent hereunder without further act on the part of the parties hereto, unless such successor resigns as provided above. If Agent has, or has a direct or indirect parent company that has, become the subject of an Insolvency Proceeding or taken any action in furtherance thereof, Agent shall resign at the request of Required Lenders.

Resignation; Successor Agent. Subject to the appointment and acceptance of a successor Agent as provided below, Agent may resign at any time by giving at least 30 days written notice thereof to Lenders and BorrowerBorrower Agent. Upon receipt If Agent is a Defaulting Lender under clause (d) of such noticethe definition thereof, Required Lenders shall have the right right, in consultation with Borrower Agent, to remove such Agent by written notice to Borrower Agent and Agent. Required Lenders may appoint a successor Agent to replace the resigning or removed Agent, which successor shall be (a) a Lender (other than a Defaulting Lender) or an Affiliate of a Lender (other than a Defaulting Lender); or (b) a commercial bank that is organized under the laws of financial institution with an office in the United States or any state or district thereof, has a combined capital surplus of at least $200,000,000 reasonably acceptable to Required Lenders and (provided no Default or Event of Default exists) is reasonably acceptable to BorrowerBorrower Agent. If no successor agent is appointed prior to the effective date of the Agent’s resignation of Agentor removal, then Agent may appoint a successor agent from among Lenders or, if that is a financial institution with an office in the United States acceptable to it (which shall be a Lender unless no Lender accepts the role) or in the absence of such roleappointment, Agent may appoint Required Lenders shall on such date assume all rights and duties of Agent hereunder (except that in the case of any collateral security held by Agent on behalf of the Secured Parties under Credit Document, the retiring Agent shall continue to hold such collateral security until such time as a successor AgentAgent is appointed). Upon acceptance by a any successor Agent of an its appointment to serve as Agent hereunder, or upon appointment of Required Lenders as successor Agent, such successor Agent shall thereupon succeed to and become vested with all the powers and duties of the retiring Agent without further act. On the effective date of its resignation or removal, and the retiring or removed Agent shall be discharged from its duties and obligations hereunder but shall continue to have all rights and protections under the benefits of the indemnification set forth in Sections 12.6 and 14.2. Notwithstanding any Agent’s resignation, the provisions of this Section 12 shall continue in effect for its benefit Credit Documents with respect to any actions taken or omitted to be taken by it while Agent, including the indemnification set forth in Sections 11.6 and 13.2, and all rights and protections under this Section 11. Any successor to Bank of America by merger or acquisition of stock or this loan shall continue to be Agent hereunder without further act on the part of the parties hereto, unless such successor resigns as provided above. If Agent has, any Secured Party or has a direct or indirect parent company that has, become the subject of an Insolvency Proceeding or taken any action in furtherance thereof, Agent shall resign at the request of Required LendersObligor.

Resignation; Successor Agent. Subject to the appointment and acceptance of a successor Agent as provided below, The Administrative Agent may (x) resign at any time by giving at least 30 5 days written notice thereof to Xxxxxxx and Xxxxxxxx (or such shorter time period as agreed to by the Required Xxxxxxx) and/or (y) be removed by the Required Lenders and Borroweron not less than 30 days’ prior written notice. Upon receipt of such notice, Required Lenders shall have the right to appoint a successor Administrative Agent which shall be (a) a Lender or an Affiliate of a Lender; or (b) a commercial bank that is organized under the laws of the United States or any state or district thereof, has a combined capital surplus of at least $200,000,000 and (provided no Default or Event of Default exists) is financial institution reasonably acceptable to BorrowerRequired Lenders. If no successor agent is appointed prior to the effective date of the resignation of Administrative Agent’s resignation, then Administrative Agent may (but shall not be obligated to) appoint a successor agent from among Lenders orthat is a financial institution acceptable to it, if which shall be a Lender unless no Lender accepts the role. Whether or not a successor has been appointed, such role, Agent may appoint Required Lenders as successor Agentresignation shall become effective. Upon acceptance by a successor Administrative Agent of an its appointment to serve as Agent hereunder, or upon appointment of Required Lenders as successor Agent, such successor Administrative Agent shall thereupon succeed to and become vested with all the powers and duties of the retiring Administrative Agent without further act, and the retiring Administrative Agent shall be discharged from its duties and obligations hereunder but shall continue to have the benefits of the indemnification set forth in Sections 12.6 and 14.2. Notwithstanding any Administrative Agent’s resignation, the provisions of this Section 12 shall continue in effect for its benefit with respect to any actions taken or omitted to be taken by it while Administrative Agent. The resigning Administrative Agent shall be discharged from its duties and obligations hereunder and under the other Loan Documents (except that in the case of any collateral security held by the Administrative Agent on behalf of the Secured Parties under any of the Loan Documents, the retiring Administrative Agent shall continue to hold such collateral security until such time as a successor Administrative Agent is appointed) and except for any indemnity payments or other amounts then owed to the resigning Administrative Agent, all payments, communications and determinations provided to be made by, to or through the Administrative Agent shall instead be made by or to each Lender directly, until such time, if any, as the Required Lenders appoint a successor Administrative Agent as provided for above. Any successor to Bank of America Wilmington Savings Fund Society, FSB, by merger or acquisition of stock or this loan shall continue to be Administrative Agent hereunder without further act on the part of the parties hereto, unless such successor resigns as provided above. If Agent has, any Secured Party or has a direct or indirect parent company that has, become the subject of an Insolvency Proceeding or taken any action in furtherance thereof, Agent shall resign at the request of Required LendersObligor.

Resignation; Successor Agent. Subject to the appointment and acceptance of a successor Agent as provided below, The Agent may resign at any time by giving at least 30 days written notice thereof to Lenders and the Administrative Borrower. Upon receipt of such noticea notice of resignation from the Agent, Required Lenders shall have the right to appoint a successor the Agent which shall be (a) a Revolver Lender or an Affiliate of a Revolver Lender; or (b) a commercial bank that is organized under the laws of the United States or any state or district thereof, has a combined capital surplus of at least $200,000,000 and (provided no Default or Event of Default exists) is reasonably acceptable to the Administrative Borrower. If no such successor agent is the Agent shall have been so appointed prior by the Required Lenders and, to the effective date extent applicable, approved by the Administrative Borrower and shall have accepted such appointment within 30 days after the retiring the Agent gives notices of its resignation (or such earlier day as shall be agreed by the Required Lenders) (the “Resignation Effective Date”), then the retiring the Agent may (but shall not be obligated to), on behalf of the resignation of AgentLenders, then Agent may appoint a successor agent from among Lenders orthe Agent meeting the qualifications set forth above. Whether or not a successor has been appointed, such resignation shall nonetheless become effective in accordance with such notice on the Resignation Effective Date. In addition, if no Lender accepts such rolethe Agent shall become a Defaulting Lender, then the Agent may appoint be removed from its capacity as the Agent hereunder upon the request of the Required Lenders as successor Agentand the Borrowers and by notice in writing to such Person. Upon acceptance by delivery of a notice of removal to the Agent, Required Lenders shall have the right to appoint a successor the Agent meeting the qualifications set forth above that is (provided no Event of an appointment Default exists) reasonably acceptable to serve as the Administrative Borrower. If no such successor the Agent hereunder, or upon appointment of shall have been so appointed by the Required Lenders as successor Agentand, to the extent applicable, approved by the Administrative Borrower and shall have accepted such successor Agent shall thereupon succeed to and become vested with all appointment within 30 days after the powers and duties delivery of the retiring Agent without further actnotice of removal (or such earlier day as shall be agreed by the Required Lenders) (the “Removal Effective Date”), and then such removal shall nonetheless become effective in accordance with such notice on the Removal Effective Date. With effect from the Resignation Effective Date or the Removal Effective Date (as applicable) (i) the retiring or removed the Agent shall be discharged from its duties and obligations hereunder but and under the other Loan Documents (except that in the case of any collateral security held by the Agent on behalf of the Lenders or the Fronting Banks under any of the Loan Documents, the retiring or removed the Agent shall continue to have hold such collateral security until such time as a successor the benefits Agent is appointed) and (ii) except for any indemnity payments owed to the retiring or removed the Agent, all payments, communications and determinations provided to be made by, to or through the Agent shall instead be made by or to each Lender and each Fronting Bank directly, until such time, if any, as the Required Lenders appoint (and, to the extent applicable, the Administrative Borrower approves) a successor the Agent as provided for above. Upon the acceptance of a successor’s appointment as the Agent hereunder, such successor shall succeed to and become vested with all of the indemnification set forth in Sections 12.6 rights, powers, privileges and 14.2duties of the retiring or removed the Agent (other than any rights to indemnity payments owed to the retiring or removed the Agent), and the retiring or removed the Agent shall be discharged from all of its duties and obligations hereunder and under the other Loan Documents. Notwithstanding any After the retiring or removed the Agent’s resignationresignation or removal hereunder and under the other Loan Documents, the provisions of this Section 12 and Section 14.2 shall continue in effect for the benefit of such retiring or removed the Agent, its benefit with sub-agents and their respective the Agent Indemnitees in respect to of any actions taken or omitted to be taken by it any of them while the retiring or removed the Agent was acting as the Agent. Any successor to Bank of America by merger or acquisition of stock or this loan shall continue to be the Agent hereunder without further act on the part of the parties hereto, unless such successor resigns as provided above. If Agent has, or has a direct or indirect parent company that has, become the subject of an Insolvency Proceeding or taken any action in furtherance thereof, Agent shall resign at the request of Required Lenders.

Resignation; Successor Agent. Subject to the appointment and acceptance of a successor Agent as provided below, Agent may resign at any time by giving at least 30 10 days written notice thereof to Lenders and BorrowerBorrowers. Upon receipt of such notice, Required Lenders shall have the right to appoint a successor Agent which shall be (a) a Lender or an Affiliate affiliate of a Lender; Lender and which shall be subject to the consent of the Company (such consent not to be unreasonably withheld, delayed or conditioned and such consent not to be required if: (a) such successor Agent is an affiliate of the retiring Agent, or (b) a commercial bank that is organized under the laws of the United States or any state or district thereof, has a combined capital surplus of at least $200,000,000 and (provided no Default or an Event of Default exists) has occurred and is reasonably acceptable to Borrowercontinuing). If no successor agent is appointed prior to the effective date of the resignation of Agent, then Agent may appoint a successor agent from among Lenders (subject to the consent of the Company (such consent not to be unreasonably withheld, delayed or conditioned and such consent not to be required if: (a) such successor Agent is an affiliate of the retiring Agent, or (b) an Event of Default has occurred and is continuing)) or, if no Lender accepts such rolerole or the Company does not provide any necessary consent, Agent may appoint Required Lenders as successor Agent. Upon acceptance by a successor Agent of an appointment to serve as Agent hereunder, or upon appointment of Required Lenders as successor Agent, such successor Agent shall thereupon succeed to and become vested with all the powers and duties of the retiring Agent without further act, and the retiring Agent shall be discharged from its duties and obligations hereunder but shall continue to have the benefits of the indemnification set forth in Sections 12.6 Section 6.3 and 14.2Section 12.10. Notwithstanding any Agent’s resignation, the provisions of this Section 12 shall continue in effect for its benefit with respect to any actions taken or omitted to be taken by it while Agent. Any successor to Bank of America Alberta 1538731 by merger or acquisition of stock or this loan shall continue to be Agent hereunder without further act on the part of the parties hereto, unless such successor resigns as provided above. If Agent has, or has a direct or indirect parent company that has, become the subject of an Insolvency Proceeding or taken any action in furtherance thereof, Agent shall resign at the request of Required Lenders.

Resignation; Successor Agent. Subject to the appointment and acceptance of a successor Agent as provided below, Agent may resign at any time by giving at least 30 days written notice thereof to Lenders and BorrowerBorrowers. In addition, the Required Lenders may remove GA Capital, LLC as Agent hereunder if any bankruptcy or insolvency case or proceeding is commenced by GA Capital, LLC under any state or federal law and an order has been entered for relief under the Bankruptcy Code, or any other insolvency, debtor relief or debt adjustment law in favor of GA Capital, LLC. Upon receipt of such noticenotice or upon such removal, Required Lenders shall have the right to appoint a successor Agent which shall be (a) a Lender or an Affiliate of a Lender; or (b) a commercial bank that Person is organized under the laws of the United States or any state or district thereof, has a combined capital surplus of at least $200,000,000 thereof and (provided no Default or Event of Default exists) is reasonably acceptable to BorrowerBorrowers. If no successor agent is appointed prior to the effective date of the resignation or removal, as applicable, of Agent, then Agent may appoint a successor agent from among Lenders orLenders, or if no Lender accepts such role, Agent may appoint Required Lenders as successor Agentagent. Upon acceptance by a successor Agent of an appointment to serve as Agent hereunder, or upon appointment of Required Lenders as successor Agent, such successor Agent shall thereupon succeed to and become vested with all the powers and duties of the retiring Agent without further act, and the retiring Agent shall be discharged from its duties and obligations hereunder but shall continue to have the benefits of the indemnification set forth in Sections 12.6 and 14.2. Notwithstanding any Agent’s resignation, the provisions of this Section 12 shall continue in effect for its benefit with respect to any actions taken or omitted to be taken by it while Agent. Any successor to Bank of America GA Capital, LLC by merger or acquisition of stock or this loan shall continue to be Agent hereunder without further act on the part of the parties hereto, unless such successor resigns or is removed as provided above. If Agent has, or has a direct or indirect parent company that has, become the subject of an Insolvency Proceeding or taken any action in furtherance thereof, Agent shall resign at the request of Required Lenders.

Resignation; Successor Agent. Subject to the appointment and acceptance of a successor Agent as provided below, Agent may resign at any time by giving at least 30 days written notice thereof to Lenders and BorrowerBorrowers. Upon receipt of such notice, Required Lenders shall have the right to may appoint a successor Agent to replace the resigning Agent, which successor shall be (a) a Lender or an Affiliate of a Lender; or (b) a commercial bank that is organized under the laws of the United States or any state or district thereof, has a combined capital surplus of at least $200,000,000 financial institution reasonably acceptable to Required Lenders and (provided no Default or Event of Default exists) is reasonably acceptable to BorrowerBorrowers. If no successor agent is appointed prior to the effective date of the resignation of Agent’s resignation, then Agent may appoint a successor agent from among Lenders or, if that is a financial institution acceptable to it (which shall be a Lender unless no Lender accepts the role) or in the absence of such roleappointment, Agent may appoint Required Lenders as successor Agentshall on such date assume all rights and duties of Agent hereunder. Upon acceptance by a any successor Agent of an its appointment to serve as Agent hereunder, or upon appointment of Required Lenders as successor Agent, such successor Agent shall thereupon succeed to and become vested with all the powers and duties of the retiring Agent without further act. On the effective date of its resignation, and the retiring Agent shall be discharged from its duties and obligations hereunder but shall continue to have all rights and protections under the benefits of the indemnification set forth in Sections 12.6 and 14.2. Notwithstanding any Agent’s resignation, the provisions of this Section 12 shall continue in effect for its benefit Loan Documents with respect to any actions taken or omitted to be taken by it while Agent, including the indemnification set forth in Sections 12.6 and 14.2, and all rights and protections under this Section 12. Any successor to Bank of America by merger or acquisition of stock or this loan shall continue to be Agent hereunder without further act on the part of the parties hereto, unless such successor resigns as provided above. If Agent has, any Secured Party or has a direct or indirect parent company that has, become the subject of an Insolvency Proceeding or taken any action in furtherance thereof, Agent shall resign at the request of Required LendersObligor.

Resignation; Successor Agent. Subject to the appointment and acceptance of a successor Agent as provided below, Agent may resign at any time by giving at least 30 10 days written notice thereof to Lenders and BorrowerBorrowers. Upon receipt of such notice, Required Lenders shall have the right to appoint a successor Agent which shall be (a) a Lender or an Affiliate affiliate of a Lender; Lender and which shall be subject to the consent of the Company (such consent not to be unreasonably withheld, delayed or conditioned and such consent not to be required if: (a) such successor Agent is an affiliate of the retiring Agent, or (b) a commercial bank that is organized under the laws of the United States or any state or district thereof, has a combined capital surplus of at least $200,000,000 and (provided no Default or an Event of Default exists) has occurred and is reasonably acceptable to Borrowercontinuing). If no successor agent is appointed prior to the effective date of the resignation of Agent, then Agent may appoint a successor agent from among Lenders (subject to the consent of the Company (such consent not to be unreasonably withheld, delayed or conditioned and such consent not to be required if: (a) such successor Agent is an affiliate of the retiring Agent, or (b) an Event of Default has occurred and is continuing)) or, if no Lender accepts such rolerole or the Company does not provide any necessary consent, Agent may appoint Required Lenders as successor Agent. Upon acceptance by a successor Agent of an appointment to serve as Agent hereunder, or upon appointment of Required Lenders as successor Agent, such successor Agent shall thereupon succeed to and become vested with all the powers and duties of the retiring Agent without further act, and the retiring Agent shall be discharged from its duties and obligations hereunder but shall continue to have the benefits of the indemnification set forth in Sections 12.6 Section 6.3 and 14.2Section 12.10. Notwithstanding any Agent’s resignation, the provisions of this Section 12 shall continue in effect for its benefit with respect to any actions taken or omitted to be taken by it while Agent. Any successor to Bank of America the KFT Trust by merger or acquisition of stock or this loan shall continue to be Agent hereunder without further act on the part of the parties hereto, unless such successor resigns as provided above. If Agent has, or has a direct or indirect parent company that has, become the subject of an Insolvency Proceeding or taken any action in furtherance thereof, Agent shall resign at the request of Required Lenders.

Resignation; Successor Agent. Subject to the appointment and acceptance of a successor Agent as provided below, Agent may resign at any time by giving at least 30 days written notice thereof to Lenders and BorrowerBorrowers. Upon receipt Requisite Lenders may with the consent of such notice, Required Lenders shall have the right to Borrower Agent (which consent will not be unreasonably withheld or delayed) appoint a successor Agent to replace the resigning Agent, which successor shall be (a) a Lender or an Affiliate of a LenderLender with an office in the United States, or an Affiliate of any such bank with an office in the United States; or (b) a commercial bank that is organized under the laws of the United States or any state or district thereof, has a combined capital surplus of at least $200,000,000 financial institution reasonably acceptable to Requisite Lenders and (provided no Default or Event of Default exists) is reasonably acceptable to BorrowerBorrowers. If no successor agent is appointed prior to the effective date of the resignation of Agent's resignation, then Agent may appoint a successor agent from among Lenders or, if that is a financial institution acceptable to it (which shall be a Lender unless no Lender accepts the role) or in the absence of such roleappointment, Requisite Lenders shall on such date assume all rights and duties of Agent may appoint Required Lenders as successor Agenthereunder. Upon acceptance by a any successor Agent of an its appointment to serve as Agent hereunder, or upon appointment of Required Lenders as successor Agent, such successor Agent shall thereupon succeed to and become vested with all the powers and duties of the retiring Agent without further act. On the effective date of its resignation, and the retiring Agent shall be discharged from its duties and obligations hereunder but shall continue to have all rights and protections under the benefits of the indemnification set forth in Sections 12.6 and 14.2. Notwithstanding any Agent’s resignation, the provisions of this Section 12 shall continue in effect for its benefit Loan Documents with respect to any actions taken or omitted to be taken by it while Agent, including the indemnification set forth in Section 12.6 and Section 14.2, and all rights and protections under this Section 12. Any successor to Bank of America by merger or acquisition of stock or this loan shall continue to be Agent hereunder without further act on the part of the parties hereto, unless such successor resigns as provided above. If Agent has, any Secured Party or has a direct or indirect parent company that has, become the subject of an Insolvency Proceeding or taken any action in furtherance thereof, Agent shall resign at the request of Required LendersObligor.

Resignation; Successor Agent. Subject to the appointment and acceptance of a successor Agent as provided below, Agent may resign at any time by giving at least 30 days written notice thereof to Lenders and BorrowerBorrowers. Upon receipt of such notice, Required Lenders shall have the right to may appoint a successor Agent to replace the resigning Agent, which successor shall be (a) a Lender or an Affiliate of a Lender; or (b) a commercial bank that is organized under the laws of the United States or any state or district thereof, has a combined capital surplus of at least $200,000,000 financial institution reasonably acceptable to Required Lenders and (provided no Default or Event of Default exists) is reasonably acceptable to BorrowerBorrowers. If no successor agent is appointed prior to the effective date of the resignation of Agent’s resignation, then Agent may appoint a successor agent from among Lenders or, if that is a financial institution acceptable to it (which shall be a Lender unless no Lender accepts the role) or in the absence of such roleappointment, Agent may appoint Required Lenders as successor Agentshall on such date assume all rights and duties of Agent hereunder. Upon acceptance by a any successor Agent of an its appointment to serve as Agent hereunder, or upon appointment of Required Lenders as successor Agent, such successor Agent shall thereupon succeed to and become vested with all the powers and duties of the retiring Agent without further act. On the effective date of its resignation, and the retiring Agent shall be discharged from its duties and obligations hereunder but shall continue to have all rights and protections under the benefits of the indemnification set forth in Sections 12.6 and 14.2. Notwithstanding any Agent’s resignation, the provisions of this Section 12 shall continue in effect for its benefit Loan Documents with respect to any actions taken or omitted to be taken by it while Agent, omissions, circumstances or Claims relating to or arising while it was acting or transferring responsibilities as Agent or holding any Collateral on behalf of Secured Parties, including the indemnification set forth in Sections 12.6 and 14.2, and all rights and protections under this Section 12. Any successor to Bank of America by merger or acquisition of stock or this loan shall continue to be Agent hereunder without further act on the part of the parties hereto, unless such successor resigns as provided above. If Agent has, any Secured Party or has a direct or indirect parent company that has, become the subject of an Insolvency Proceeding or taken any action in furtherance thereof, Agent shall resign at the request of Required LendersObligor.

Resignation; Successor Agent. Subject to the appointment and acceptance of a successor Agent as provided below, Agent may resign at any time by giving at least 30 days written notice thereof to Lenders and Borrower. Upon receipt of such notice, Required Lenders shall have the right to appoint a successor Agent which shall be (a) a Lender or an Affiliate of a Lender; or (b) a commercial bank that is organized under another financial institution approved by the laws of the United States or any state or district thereof, has a combined capital surplus of at least $200,000,000 Required Lenders and (provided no Default or Event of Default exists) is reasonably acceptable to Borrower. If no successor agent is appointed prior to the effective date of the resignation of Agent, then Agent may appoint a successor agent from among Lenders or, if no Lender accepts such role, Agent may appoint Required Lenders as successor Agent. Upon acceptance by a successor Agent of an appointment to serve as Agent hereunder, or upon appointment of Required Lenders as successor Agent, such successor Agent shall thereupon succeed to and become vested with all the powers and duties of the retiring Agent without further act, and the retiring Agent shall be discharged from its duties and obligations hereunder but shall continue to have the benefits of the indemnification set forth in Sections 12.6 11.6 and 14.213.2. Notwithstanding any Agent’s resignation, the provisions of this Section 12 Exhibit D shall continue in effect for its benefit with respect to any actions taken or omitted to be taken by it while Agent. Any successor to Bank of America AloStar by merger or acquisition of stock or this loan otherwise shall continue to be Agent hereunder without further act on the part of the parties hereto, unless such successor resigns as provided above. If Agent has, or has a direct or indirect parent company that has, become the subject of an Insolvency Proceeding or taken any action in furtherance thereof, Agent shall resign at the request of Required Lenders.

Resignation; Successor Agent. Subject to the appointment and acceptance of a successor Agent as provided below, Agent may resign at any time by giving at least 30 thirty (30) days written notice thereof of resignation to Lenders and Administrative Borrower. Upon receipt of such noticenotice of resignation, Required Lenders shall have the right to appoint a successor Agent which shall be (a) a Lender or an Affiliate of a Lender; or (b) a commercial bank that is organized under the laws of the United States or any state or district thereof, has a combined capital surplus of at least $200,000,000 and (provided no Default or Event of Default exists) is reasonably acceptable to Administrative Borrower. If no successor agent is appointed prior to the effective date of the resignation of Agent, then Agent may appoint a successor agent from among Lenders orLenders, if which (provided no Lender accepts such role, Agent may appoint Required Lenders as successor AgentDefault or Event of Default exists) is reasonably acceptable to Administrative Borrower. Upon acceptance by a successor Agent of an appointment to serve as Agent hereunder, or upon appointment of Required Lenders as successor Agent, such successor Agent shall thereupon succeed to and become vested with all the powers and duties of the retiring Agent without further act, and the retiring Agent shall be discharged from its duties and obligations hereunder but shall continue to have the benefits of the indemnification set forth in Sections 12.6 and 14.215.2. Notwithstanding anything to the contrary contained herein, if no successor agent has been appointed or accepted prior to the effective date of the resignation of Agent, the retiring Agent’s resignation shall nevertheless thereupon become effective, the retiring Agent shall be discharged from its duties and obligations hereunder (but shall continue to have the benefits of the indemnification set forth in Sections 12.6 and 15.2.), and Lenders shall assume and perform all of the duties of Agent hereunder until such time, if any, as the Required Lenders appoint a successor agent as provided for above. Notwithstanding any Agent’s resignation, the provisions of this Section 12 shall continue in effect for its benefit with respect to any actions taken or omitted to be taken by it while Agent. Any successor to Bank of America by merger or acquisition of the stock or this loan assets of RBS shall continue to be Agent hereunder without further act on the part of the parties hereto, unless such successor resigns as provided above. If Agent has, or has a direct or indirect parent company that has, become the subject of an Insolvency Proceeding or taken any action in furtherance thereof, Agent shall resign at the request of Required Lenders.

Resignation; Successor Agent. Subject to the appointment and acceptance of a successor Agent as provided below, Agent may resign at any time by giving at least 30 days written notice thereof to Lenders and BorrowerBorrowers. Upon receipt of such noticeIf Agent is a Defaulting Lender, Borrower Agent or the Required Lenders shall have the right may, if permitted by Applicable Law, remove such Agent by written notice to Borrowers and Agent. Required Lenders may appoint a successor to replace the resigning or removed Agent which shall be that is (a) a Lender or an Affiliate of a Lender; or (b) a commercial bank that is organized under the laws of the United States or any state or district thereof, has a combined capital surplus of at least $200,000,000 financial institution reasonably acceptable to Required Lenders and (provided no Default or Event of Default existsexists pursuant to Section 11.1(a) is reasonably acceptable to Borroweror (j)) Borrowers. If no successor agent is appointed prior to by the effective date of the Agent’s resignation of Agentor removal, then on such date, Agent may appoint a successor agent from among Lenders or, if acceptable to it in its discretion and the Borrowers (provided no Event of Default exists pursuant to Section 11.1(a) or (j)) (which shall be a Lender unless no Lender accepts the role) or in the absence of such roleappointment, Agent may appoint Required Lenders as successor Agent. Upon acceptance by a successor automatically assume all rights and duties of Agent of an appointment to serve as Agent hereunder, or upon appointment of Required Lenders as successor Agent, such The successor Agent shall thereupon succeed to and become vested with all the powers and duties of the retiring Agent without further act, and the . The retiring or removed Agent shall be discharged from its duties and obligations hereunder on the effective date of its resignation or removal, but shall continue to have all rights and protections available to Agent under the benefits Loan Documents with respect to actions, omissions, circumstances or Claims relating to or arising while it was acting or transferring responsibilities as Agent or holding any Collateral on behalf of Secured Parties, including the indemnification set forth in Sections 12.6 and 14.2. Notwithstanding any Agent’s resignation, the provisions of and all rights and protections under this Section 12 shall continue in effect for its benefit with respect to any actions taken or omitted to be taken by it while Agent12. Any successor to Bank of America by merger or acquisition of stock or this loan shall continue to be Agent hereunder without further act on the part of the parties hereto, unless such successor resigns as provided above. If Agent has, any Secured Party or has a direct or indirect parent company that has, become the subject of an Insolvency Proceeding or taken any action in furtherance thereof, Agent shall resign at the request of Required LendersObligor.

Resignation; Successor Agent. Subject to the appointment and acceptance of a successor Agent as provided below, Agent may resign at any time by giving at least 30 days written notice thereof to Lenders Xxxxxxx and the Administrative Borrower. Upon receipt of such noticea notice of resignation from Agent, Required Lenders shall have the right to appoint a successor Agent which shall be (a) a US Facility Lender or an Affiliate of a US Facility Lender; or (b) a commercial bank that is organized under the laws of the United States or any state or district thereof, has a combined capital surplus of at least $200,000,000 and (provided no Default or Event of Default exists) is reasonably acceptable to the Administrative Borrower. If no such successor agent is Agent shall have been so appointed prior by the Required Xxxxxxx and, to the effective date extent applicable, approved by the Administrative Borrower and shall have accepted such appointment within 30 days after the retiring Agent gives notices of its resignation (or such earlier day as shall be agreed by the Required Lenders) (the “Resignation Effective Date”), then the retiring Agent may (but shall not be obligated to), on behalf of the Lenders, appoint a successor Agent meeting the qualifications set forth above. Whether or not a successor has been appointed, such resignation of Agentshall nonetheless become effective in accordance with such notice on the Resignation Effective Date. In addition, if Agent shall become a Defaulting Lender, then Agent may be removed from its capacity as Agent hereunder upon the request of the Required Xxxxxxx and the Borrowers and by notice in writing to such Person. Upon delivery of a notice of removal to Agent, Required Lenders shall have the right to appoint a successor agent from among Lenders or, if Agent meeting the qualifications set forth above that is (provided no Lender accepts such role, Agent may appoint Required Lenders as successor AgentEvent of Default exists) reasonably acceptable to the Administrative Borrower. Upon acceptance by a successor Agent of an appointment to serve as Agent hereunder, or upon appointment of Required Lenders as successor Agent, If no such successor Agent shall thereupon succeed have been so appointed by the Required Lenders and, to the extent applicable, approved by the Administrative Borrower and become vested with all shall have accepted such appointment within 30 days after the powers and duties delivery of the retiring Agent without further actnotice of removal (or such earlier day as shall be agreed by the Required Lenders) (the “Removal Effective Date”), and then such removal shall nonetheless become effective in accordance with such notice on the Removal Effective Date. With effect from the Resignation Effective Date or the Removal Effective Date (as 221 applicable) (i) the retiring or removed Agent shall be discharged from its duties and obligations hereunder but and under the other Loan Documents (except that in the case of any collateral security held by Agent on behalf of the Lenders or the Fronting Banks under any of the Loan Documents, the retiring or removed Agent shall continue to have hold such collateral security until such time as a successor Agent is appointed) and (ii) except for any indemnity payments owed to the benefits retiring or removed Agent, all payments, communications and determinations provided to be made by, to or through Agent shall instead be made by or to each Lender and each Fronting Bank directly, until such time, if any, as the Required Lenders appoint (and, to the extent applicable, the Administrative Borrower approves) a successor Agent as provided for above. Upon the acceptance of a successor’s appointment as Agent hereunder, such successor shall succeed to and become vested with all of the indemnification set forth in Sections 12.6 rights, powers, privileges and 14.2duties of the retiring or removed Agent (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 hereunder and under the other Loan Documents. Notwithstanding any After the retiring or removed Agent’s resignationresignation or removal hereunder and under the other Loan Documents, the provisions of this Section 12 11 and Section 13.2 shall continue in effect for the benefit of such retiring or removed Agent, its benefit with sub-agents and their respective Agent Indemnitees in respect to of any actions taken or omitted to be taken by it any of them while the retiring or removed Agent was acting as Agent. Any successor to Bank of America by merger or acquisition of stock or this loan shall continue to be Agent hereunder without further act on the part of the parties hereto, unless such successor resigns as provided above. If Agent has, or has a direct or indirect parent company that has, become the subject of an Insolvency Proceeding or taken any action in furtherance thereof, Agent shall resign at the request of Required Lenders.

Resignation; Successor Agent. Subject to the appointment and acceptance of a successor Agent as provided below, Agent may resign at any time by giving at least 30 days written notice thereof to Lenders and BorrowerBorrowers. Upon receipt of such notice, Required Lenders shall have the right to may appoint a successor Agent to replace the resigning Agent, which successor shall be (ai) a Lender or an Affiliate of a Lender; or (bii) a commercial bank that is organized under the laws of the United States or any state or district thereof, has a combined capital surplus of at least $200,000,000 financial institution reasonably acceptable to Required Lenders and (provided no Default or Event of Default exists) is reasonably acceptable to BorrowerBorrowers. If no successor agent is appointed prior to the effective date of the resignation of Agent’s resignation, then Agent may appoint a successor agent from among Lenders or, if that is a financial institution acceptable to it (which shall be a Lender unless no Lender accepts the role) or in the absence of such roleappointment, Agent may appoint Required Lenders as successor Agentshall on such date assume all rights and duties of Agent hereunder. Upon acceptance by a any successor Agent of an its appointment to serve as Agent hereunder, or upon appointment of Required Lenders as successor Agent, such successor Agent shall thereupon succeed to and become vested with all the powers and duties of the retiring Agent without further act. On the effective date of its resignation, and the retiring Agent shall be discharged from its duties and obligations hereunder but shall continue to have all rights and protections under the benefits of the indemnification set forth in Sections 12.6 and 14.2. Notwithstanding any Agent’s resignation, the provisions of this Section 12 shall continue in effect for its benefit Loan Documents with respect to any actions taken or omitted to be taken by it while Agent, including the indemnification set forth in Sections 12.6 and 14.2, and all rights and protections under this Section 12. Any successor to Bank of America by merger or acquisition of stock or this loan shall continue to be Agent hereunder without further act on the part of the parties hereto, unless such successor resigns as provided above. If Agent has, any Secured Party or has a direct or indirect parent company that has, become the subject of an Insolvency Proceeding or taken any action in furtherance thereof, Agent shall resign at the request of Required LendersObligor.

Resignation; Successor Agent. Subject to the appointment and acceptance of a successor Agent as provided below, any Agent may resign at any time by giving at least 30 days written notice thereof to Lenders the other Agent, Xxxxxxx and BorrowerAdministrative Xxxxxxxx. Upon receipt of such notice, Required Lenders shall have the right to appoint a successor Agent which shall be (a) a Lender or an Affiliate of a Lender; or (b) if no Lender or Affiliate of a Lender is willing to accept such position, a commercial bank that is organized under the laws of the United States or any state or district thereof, has a combined capital surplus of at least $200,000,000 and (provided no Default or Event of Default exists) is reasonably acceptable to Administrative Borrower. If no successor agent Agent is appointed prior to the effective date of the resignation of an Agent, then such Agent may appoint a successor agent from among Lenders Xxxxxxx or, if no Lender accepts such role, such Agent may appoint Required Lenders Xxxxxxx as successor Agentagent. Upon acceptance by a successor Agent of an appointment to serve as an Agent hereunder, or upon appointment of Required Lenders Xxxxxxx as successor Agent, such successor Agent shall thereupon succeed to and become vested with all the powers and duties of the retiring Agent without further act, and the retiring Agent shall be discharged from its duties and obligations hereunder in its capacity as such Agent, but shall continue to have the benefits of the indemnification set forth in Sections 12.6 10.05 and 14.211.03. Notwithstanding any Agent’s resignation, the provisions of this Section 12 10.07 shall continue in effect for its benefit with respect to any actions taken or omitted to be taken by it while Agent. Any successor to Bank of America Xxxxx Fargo by merger or acquisition of stock or this loan shall continue to be Administrative Agent and Collateral Agent hereunder without further act on the part of the parties hereto, unless such successor resigns as provided above. If Agent has, or has a direct or indirect parent company that has, become the subject of an Insolvency Proceeding or taken any action in furtherance thereof, Agent shall resign at the request of Required Lenders.

Resignation; Successor Agent. Subject to the appointment and acceptance of a successor Agent as provided below, Agent may resign at any time by giving at least 30 days written notice thereof to Lenders and BorrowerBorrowers. Upon receipt of such notice, Required Lenders shall have the right to may appoint a successor Agent to replace the resigning Agent, which successor shall be (a) a U.S. Lender or an Affiliate of a U.S. Lender; or (b) a commercial bank that is organized under the laws of the United States or any state or district thereof, has a combined capital surplus of at least $200,000,000 financial institution reasonably acceptable to Required Lenders and (provided no Default or Event of Default exists) is reasonably acceptable to BorrowerBorrowers. If no successor agent is appointed prior to the effective date of the resignation of Agent’s resignation, then Agent may appoint a successor agent from among Lenders or, if that is a financial institution acceptable to it (which shall be a Lender unless no Lender accepts the role) or in the absence of such roleappointment, Agent may appoint Required Lenders as successor Agentshall on such date assume all rights and duties of Agent hereunder. Upon acceptance by a any successor Agent of an its appointment to serve as Agent hereunder, or upon appointment of Required Lenders as successor Agent, such successor Agent shall thereupon succeed to and become vested with all the powers and duties of the retiring Agent without further act. On the effective date of its resignation, and the retiring Agent shall be discharged from its duties and obligations hereunder but shall continue to have all rights and protections under the benefits of the indemnification set forth in Sections 12.6 and 14.2. Notwithstanding any Agent’s resignation, the provisions of this Section 12 shall continue in effect for its benefit Loan Documents with respect to any actions taken or omitted to be taken by it while Agent, including the indemnification set forth in Sections 12.6 and 14.4, and all rights and protections under this Article 12. Any successor to Bank of America by merger or acquisition of stock or this loan shall continue to be Agent hereunder without further act on the part of the parties hereto, unless such successor resigns as provided above. If Agent has, any Secured Party or has a direct or indirect parent company that has, become the subject of an Insolvency Proceeding or taken any action in furtherance thereof, Agent shall resign at the request of Required LendersObligor.

Resignation; Successor Agent. (a) Subject to the appointment and acceptance of a successor Agent as provided below, the Agent may resign at any time by giving at least 30 thirty (30) days written notice thereof to the Lenders and Borrowerthe Loan Party Agent. Upon receipt of such notice, Required Lenders shall have the right to appoint a successor Agent which shall be (ai) a U.S. Lender or an Affiliate of a U.S. Lender; or (bii) a commercial bank or other financial institution that is organized under the laws of the United States or any state or district thereof, has a combined capital surplus of at least $200,000,000 and (provided no Default or Event of Default exists) is reasonably acceptable to Borrowerthe Loan Party Agent. If no successor agent Agent is appointed prior to the effective date of the resignation of Agentthe Agent (or such earlier day as shall be agreed by the Required Lenders) (the “Resignation Effective Date”), then the Agent may appoint a successor agent Agent from among Lenders orthe Lenders, if provided that in no event shall any such successor 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. (b) If the Person serving as Agent is a Defaulting Lender accepts such rolepursuant to clause (d) of the definition thereof, Agent may appoint the Required Lenders may, to the extent permitted by applicable Law, by notice in writing to the Loan Party Agent and such Defaulting Lender, remove such Person as Agent and, in consultation with the Loan Party Agent, appoint a successor. If no such successor Agentshall have been so appointed by the Required Lenders and shall have accepted such appointment within 30 (thirty) days (or such earlier day as shall be agreed by the Required Lenders) (the “Removal Effective Date”), then such removal shall nonetheless become effective in accordance with such notice on the Removal Effective Date. (c) Upon acceptance by a successor Agent of an appointment to serve as the Agent hereunder, or upon appointment of Required Lenders as successor Agent, such successor Agent shall thereupon succeed to and become vested with all the powers and duties of the retiring Agent without further act, and act (other than any rights to indemnity payments or other amounts owed to the retiring or removed Agent as of the Resignation Effective Date or the Removal Effective Date, as applicable). 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 but it and the Agent Indemnitees shall continue to have the benefits of the indemnification set forth in Sections 12.6 and 14.214.2 and (ii) except for any indemnity payments or other amounts then owed to the retiring or removed Agent, all payments, communications and determinations provided to be made by, to or through the Agent shall instead be made by or to each Lender and any Issuing Bank directly, until such time, if any, as the Required Lenders appoint a successor Agent as provided for above. Notwithstanding any Agent’s resignationresignation or removal, the provisions of this Section 12 shall continue in effect for its benefit with respect to any actions taken or omitted to be taken by it or its designees while the Agent. Any successor to Bank of America by merger , or acquisition of stock after such resignation or this loan shall removal for as long as any it or its designees continue to be Agent act in any capacity hereunder without further act on or under the part of the parties heretoother Loan Documents, unless such successor resigns as provided above. If Agent has, or has a direct or indirect parent company that has, become the subject of an Insolvency Proceeding or taken any action in furtherance thereof, Agent shall resign at the request of Required Lenders.including (i) acting

Resignation; Successor Agent. Subject to the appointment and acceptance of a successor Agent as provided below, Agent may resign at any time by giving at least 30 days written notice thereof to Lenders and BorrowerBorrowers. Upon receipt of such notice, Required Lenders shall have the right to may appoint a successor Agent which shall be that is (a) a Lender or an Affiliate of a Lender; or (b) a commercial bank that is organized under the laws of the United States or any state or district thereof, has a combined capital surplus of at least $200,000,000 financial institution reasonably acceptable to Required Lenders and (provided no Default or Event of Default exists) is reasonably acceptable to BorrowerBorrowers. If no successor agent is appointed prior to by the effective date of the resignation of Agent’s resignation, then on such date, Agent may appoint a successor agent from among Lenders or, if acceptable to it in its discretion (which shall be a Lender unless no Lender accepts the role) or, in the absence of such roleappointment, Agent may appoint Required Lenders as successor shall automatically assume all rights and duties of Agent. Upon acceptance by a successor Agent of an appointment to serve as Agent hereunder, or upon appointment of Required Lenders as successor Agent, such The successor Agent shall thereupon succeed to and become vested with all the powers and duties of the retiring Agent without further act, and the . The retiring Agent shall be discharged from its duties and obligations hereunder on the effective date of its resignation, but shall continue to have all rights and protections available to Agent under the benefits Loan Documents with respect to actions, omissions, circumstances or Claims relating to or arising while it was acting or transferring responsibilities as Agent or holding any Collateral on behalf of Secured Parties, including the indemnification set forth in Sections 12.6 and 14.2. Notwithstanding any Agent’s resignation, the provisions of and all rights and protections under this Section 12 shall continue in effect for its benefit with respect to any actions taken or omitted to be taken by it while Agent12. Any successor to Bank of America by merger or acquisition of stock or this loan shall continue to be Agent hereunder without further act on the part of the parties hereto, unless such successor resigns as provided above. If Agent has, any Secured Party or has a direct or indirect parent company that has, become the subject of an Insolvency Proceeding or taken any action in furtherance thereof, Agent shall resign at the request of Required LendersObligor.

Resignation; Successor Agent. Subject to the appointment and acceptance of a successor Administrative Agent as provided belowin this Section, the Administrative Agent may resign at any time by giving at least 30 days written notice thereof to notifying the Lenders and the Borrower. The Administrative Agent may be removed as the Administrative Agent in the case of gross negligence or willful misconduct upon not less than 20 Business Days’ notice to the Administrative Agent and the Borrower from the Required Lenders. Upon receipt of any such noticeresignation or removal, the Required Lenders shall have the right right, in consultation with the Borrower, to appoint a successor Agent; provided that consultation with the Borrower shall not be required if an Event of Default shall have occurred and be continuing. If no successor Administrative Agent shall have been so appointed by the Required Lenders and shall have accepted such appointment within 30 days after the retiring Administrative Agent gives notice of its resignation, then the retiring Administrative Agent may, on behalf of the Lenders, appoint a successor Agent which shall be (a) a Lender bank or an Affiliate of a Lender; or (b) a commercial bank that is organized under the laws of the United States or any state or district thereof, has a combined capital surplus of at least $200,000,000 and (provided no Default or Event of Default exists) is reasonably acceptable to Borrower. If no successor agent is appointed prior to the effective date of the resignation of Agent, then Agent may appoint a successor agent from among Lenders or, if no Lender accepts such role, Agent may appoint Required Lenders as successor Agentfinancial institution. Upon acceptance of its appointment as Administrative Agent hereunder by a successor Agent of an appointment to serve as Agent hereunder, or upon appointment of Required Lenders as successor Administrative Agent, such successor Administrative Agent shall thereupon succeed to and become vested with all the powers rights, powers, privileges and duties of the retiring Agent without further actAdministrative Agent, and the retiring Administrative Agent shall be discharged from its duties and obligations hereunder but hereunder. The fees payable by the Borrower to a successor Administrative Agent shall continue be the same as those payable to have its predecessor unless otherwise agreed by the benefits of the indemnification set forth in Sections 12.6 Borrower and 14.2such successor Administrative Agent. Notwithstanding After any retiring Administrative Agent’s resignationresignation or removal hereunder as Administrative Agent, the provisions of this Article and Section 12 9.03 shall continue in effect for the benefit of such retiring Administrative Agent, its benefit with sub-agents and their respective Related Parties in respect to of any actions taken or omitted to be taken by it any of them while Agent. Any successor to Bank of America by merger or acquisition of stock or this loan shall continue to be the retiring Agent hereunder without further act on the part of the parties hereto, unless such successor resigns was acting as provided above. If an Administrative Agent has, or has a direct or indirect parent company that has, become the subject of an Insolvency Proceeding or taken any action in furtherance thereof, Agent shall resign at the request of Required Lendershereunder.

Resignation; Successor Agent. Subject to the appointment and acceptance of a successor Agent as provided below, Agent may resign at any time by giving at least 30 days written notice thereof to Lenders and Borrower. Upon receipt If Agent is a Defaulting Lender under clause (d) of such noticethe definition thereof, Required Lenders shall have may, to the right extent permitted by Applicable Law, remove such Agent by written notice to Borrower and Agent. Required Lenders may appoint a successor Agent to replace the resigning or removed Agent, which successor shall be (a) a Lender or an Affiliate of a Lender; or (b) a commercial bank that is organized under the laws of the United States or any state or district thereof, has a combined capital surplus of at least $200,000,000 financial institution reasonably acceptable to Required Lenders and (provided no Default or Event of Default exists) is reasonably acceptable to Borrower. If no successor agent is appointed prior to the effective date of the Agent’s resignation of Agentor removal, then Agent may appoint a successor agent from among Lenders or, if that is a financial institution acceptable to it (which shall be a Lender unless no Lender accepts the role) or in the absence of such roleappointment, Agent may appoint Required Lenders as successor Agentshall on such date assume all rights and duties of Agent hereunder. Upon acceptance by a any successor Agent of an its appointment to serve as Agent hereunder, or upon appointment of Required Lenders as successor Agent, such successor Agent shall thereupon succeed to and become vested with all the powers and duties of the retiring Agent without further act. On the effective date of its resignation or removal, and the retiring or removed Agent shall be discharged from its duties and obligations hereunder but shall continue to have all rights and protections under the benefits of the indemnification set forth in Sections 12.6 and 14.2. Notwithstanding any Agent’s resignation, the provisions of this Section 12 shall continue in effect for its benefit Loan Documents with respect to any actions taken or omitted to be taken by it while Agent, including the indemnification set forth in Sections 13.6 and 15.2, and all rights and protections under this Section 13. Any successor to Bank of America Cortland by merger or acquisition of stock or this loan shall continue to be Agent hereunder without further act on the part of the parties hereto, unless such successor resigns as provided above. If Agent has, any Lender or has a direct or indirect parent company that has, become the subject of an Insolvency Proceeding or taken any action in furtherance thereof, Agent shall resign at the request of Required LendersObligor.

Resignation; Successor Agent. Subject to the appointment and acceptance of a successor Agent as provided below, Agent may resign at any time by giving at least 30 days written notice thereof to Lenders and BorrowerBorrowers. Upon receipt of such notice, Required Lenders shall have the right to may appoint a successor Agent to replace the resigning Agent, which successor shall be (a) a Lender or an Affiliate of a Lender; or (b) a commercial bank that is organized under the laws of the United States or any state or district thereof, has a combined capital surplus of at least $200,000,000 financial institution reasonably acceptable to Required Lenders and (provided no Default or Event of Default exists) is reasonably acceptable to BorrowerBorrowers. If no successor agent is appointed prior to the effective date of the resignation of Agent’s resignation, then Agent may appoint a successor agent from among Lenders or, if that is a financial institution acceptable to it (which shall be a Lender unless no Lender accepts the role) or in the absence of such roleappointment, Agent may appoint Required Lenders as successor Agentshall on such date assume all rights and duties of Agent hereunder. Upon acceptance by a any successor Agent of an its appointment to serve as Agent hereunder, or upon appointment of Required Lenders as successor Agent, such successor Agent shall thereupon succeed to and become vested with all the powers and duties of the retiring Agent without further act. On the effective date of its resignation, and the retiring Agent shall be discharged from its duties and obligations hereunder but shall continue to have all rights and protections under the benefits of the indemnification set forth in Sections 12.6 and 14.2. Notwithstanding any Agent’s resignation, the provisions of this Section 12 shall continue in effect for its benefit Loan Documents with respect to any actions taken or omitted to be taken by it while Agent, including the indemnification set forth in Sections 12.6 and 14.4, and all rights and protections under this Article 12. Any successor to Bank of America Triangle by merger or acquisition of stock or this loan shall continue to be Agent hereunder without further act on the part of the parties hereto, unless such successor resigns as provided above. If Agent has, any Secured Party or has a direct or indirect parent company that has, become the subject of an Insolvency Proceeding or taken any action in furtherance thereof, Agent shall resign at the request of Required LendersObligor.

Resignation; Successor Agent. Subject to the appointment and acceptance of a successor Agent as provided below, Agent may resign at any time by giving at least 30 days written notice thereof to Lenders and BorrowerBorrowers. Upon receipt If Agent is a Defaulting Lender under clause (d) of such noticethe definition thereof, Required Lenders shall have may, to the right extent permitted by Applicable Law, remove such Agent by written notice to Borrowers and Agent. Required Lenders may appoint a successor Agent to replace the resigning or removed Agent, which successor shall be (a) a Lender or an Affiliate of a Lender; or (b) a commercial bank that is organized under the laws of the United States or any state or district thereof, has a combined capital surplus of at least $200,000,000 financial institution reasonably acceptable to Required Lenders and (provided no Default or Event of Default exists) is reasonably acceptable to BorrowerBorrowers. If no successor agent is appointed prior to the effective date of the Agent’s resignation of Agentor removal, then Agent may appoint a successor agent from among Lenders or, if that is a financial institution acceptable to it (which shall be a Lender unless no Lender accepts the role) or in the absence of such roleappointment, Agent may appoint Required Lenders as successor Agentshall on such date assume all rights and duties of Agent hereunder. Upon acceptance by a any successor Agent of an its appointment to serve as Agent hereunder, or upon appointment of Required Lenders as successor Agent, such successor Agent shall thereupon succeed to and become vested with all the powers and duties of the retiring Agent without further act. On the effective date of its resignation or removal, and the retiring or removed Agent shall be discharged from its duties and obligations hereunder but shall continue to have all rights and protections under the benefits of the indemnification set forth in Sections 12.6 and 14.2. Notwithstanding any Agent’s resignation, the provisions of this Section 12 shall continue in effect for its benefit Loan Documents with respect to any actions taken or omitted to be taken by it while Agent, including the indemnification set forth in Sections 12.6 and 14.2, and all rights and protections under this Section 12. Any successor to Bank of America by merger or acquisition of stock or this loan shall continue to be Agent hereunder without further act on the part of the parties hereto, unless such successor resigns as provided above. If Agent has, any Secured Party or has a direct or indirect parent company that has, become the subject of an Insolvency Proceeding or taken any action in furtherance thereof, Agent shall resign at the request of Required LendersObligor.

Resignation; Successor Agent. Subject to the appointment and acceptance of a successor Agent as provided below, The Administrative Agent may resign at any time by giving at least 30 5 days written notice thereof to Lenders Xxxxxxx and BorrowerObligor Representative (or such shorter time period as agreed to by the Required Lenders). Upon receipt of such notice, Required Lenders shall have the right to appoint a successor Administrative Agent which shall be (a) a Lender or an Affiliate of a Lender; or (b) a commercial bank that is organized under the laws of the United States or any state or district thereof, has a combined capital surplus of at least $200,000,000 and (provided no Default or Event of Default exists) is financial institution reasonably acceptable to BorrowerRequired Lenders. If no successor agent is appointed prior to the effective date of the resignation of Administrative Agent’s resignation, then the Administrative Agent may (but shall not be obligated to) appoint a successor agent from among Lenders orthat is a financial institution acceptable to it, if which shall be a Lender unless no Lender accepts the role. Whether or not a successor has been appointed, such role, Agent may appoint Required Lenders as successor Agentresignation shall become effective. Upon acceptance by a successor Administrative Agent of an its appointment to serve as Agent hereunder, or upon appointment of Required Lenders as successor Agent, such successor Administrative Agent shall thereupon succeed to and become vested with all the powers and duties of the retiring Administrative Agent without further act, and the retiring Administrative Agent shall be discharged from its duties and obligations hereunder but shall continue to have the benefits of the indemnification set forth in Sections 12.6 and 14.2. Notwithstanding any Administrative Agent’s resignation, the provisions of this Section 12 shall continue in effect for its benefit with respect to any actions taken or omitted to be taken by it while the Administrative Agent. The resigning Administrative Agent shall be discharged from its duties and obligations hereunder and under the other Loan Documents (except that in the case of any collateral security held by the Administrative Agent on behalf of the Secured Parties under any of the Loan Documents, the retiring Administrative Agent shall continue to hold such collateral security until such time as a successor Administrative Agent is appointed) and except for any indemnity payments or other amounts then owed to the resigning Administrative Agent, all payments, communications and determinations provided to be made by, to or through the Administrative Agent shall instead be made by or to each Lender directly, until such time, if any, as the Required Lenders appoint a successor Administrative Agent as provided for above. Any successor to Bank of America X. Xxxxx Commercial Capital, LLC by merger or acquisition of stock or this loan shall continue to be the Administrative Agent hereunder without further act on the part of the parties hereto, unless such successor resigns as provided above. If Agent has, any Secured Party or has a direct or indirect parent company that has, become the subject of an Insolvency Proceeding or taken any action in furtherance thereof, Agent shall resign at the request of Required LendersObligor.

Resignation; Successor Agent. Subject to the appointment and acceptance of a successor Agent as provided below, The Agent may resign at any time by giving at least 30 days written notice thereof to Lenders Lxxxxxx and the Administrative Borrower. Upon receipt of such noticea notice of resignation from the Agent, Required Lenders shall have the right to appoint a successor the Agent which shall be (a) a Revolver Lender or an Affiliate of a Revolver Lender; or (b) a commercial bank that is organized under the laws of the United States or any state or district thereof, has a combined capital surplus of at least $200,000,000 and (provided no Default or Event of Default exists) is reasonably acceptable to the Administrative Borrower. If no such successor agent is the Agent shall have been so appointed prior by the Required Lenders and, to the effective date extent applicable, approved by the Administrative Borrower and shall have accepted such appointment within 30 days after the retiring the Agent gives notices of its resignation (or such earlier day as shall be agreed by the Required Lenders) (the “Resignation Effective Date”), then the retiring the Agent may (but shall not be obligated to), on behalf of the resignation of AgentLenders, then Agent may appoint a successor agent from among Lenders orthe Agent meeting the qualifications set forth above. Whether or not a successor has been appointed, such resignation shall nonetheless become effective in accordance with such notice on the Resignation Effective Date. In addition, if no Lender accepts such rolethe Agent shall become a Defaulting Lender, then the Agent may appoint be removed from its capacity as the Agent hereunder upon the request of the Required Lxxxxxx and the Borrowers and by notice in writing to such Person. Upon delivery of a notice of removal to the Agent, Required Lenders as successor Agent. Upon acceptance by shall have the right to appoint a successor the Agent meeting the qualifications set forth above that is (provided no Event of an appointment Default exists) reasonably acceptable to serve as the Administrative Borrower. If no such successor the Agent hereunder, or upon appointment of shall have been so appointed by the Required Lenders as successor Agentand, to the extent applicable, approved by the Administrative Borrower and shall have accepted such successor Agent shall thereupon succeed to and become vested with all appointment within 30 days after the powers and duties delivery of the retiring Agent without further actnotice of removal (or such earlier day as shall be agreed by the Required Lenders) (the “Removal Effective Date”), and then such removal shall nonetheless become effective in accordance with such notice on the Removal Effective Date. With effect from the Resignation Effective Date or the Removal Effective Date (as applicable) (i) the retiring or removed the Agent shall be discharged from its duties and obligations hereunder but and under the other Loan Documents (except that in the case of any collateral security held by the Agent on behalf of the Lenders or the Fronting Banks under any of the Loan Documents, the retiring or removed the Agent shall continue to have hold such collateral security until such time as a successor the benefits Agent is appointed) and (ii) except for any indemnity payments owed to the retiring or removed the Agent, all payments, communications and determinations provided to be made by, to or through the Agent shall instead be made by or to each Lender and each Fronting Bank directly, until such time, if any, as the Required Lenders appoint (and, to the extent applicable, the Administrative Borrower approves) a successor the Agent as provided for above. Upon the acceptance of a successor’s appointment as the Agent hereunder, such successor shall succeed to and become vested with all of the indemnification set forth in Sections 12.6 rights, powers, privileges and 14.2duties of the retiring or removed the Agent (other than any rights to indemnity payments owed to the retiring or removed the Agent), and the retiring or removed the Agent shall be discharged from all of its duties and obligations hereunder and under the other Loan Documents. Notwithstanding any After the retiring or removed the Agent’s resignationresignation or removal hereunder and under the other Loan Documents, the provisions of this Section 12 and Section 14.2 shall continue in effect for the benefit of such retiring or removed the Agent, its benefit with sub-agents and their respective Agent Indemnitees in respect to of any actions taken or omitted to be taken by it any of them while the retiring or removed the Agent was acting as the Agent. Any successor to Bank of America by merger or acquisition of stock or this loan shall continue to be the Agent hereunder without further act on the part of the parties hereto, unless such successor resigns as provided above. If Agent has, or has a direct or indirect parent company that has, become the subject of an Insolvency Proceeding or taken any action in furtherance thereof, Agent shall resign at the request of Required Lenders.165

Resignation; Successor Agent. Subject to the appointment and acceptance of a successor Agent as provided below, Agent may resign at any time by giving at least 30 days written notice thereof to Lenders Xxxxxxx and BorrowerBorrowers. Upon receipt of such notice, Required Lenders shall have the right to may appoint a successor Agent which shall be that is (a) a Lender or an Affiliate of a Lender; or (b) a commercial bank that is organized under the laws of the United States or any state or district thereof, has a combined capital surplus of at least $200,000,000 financial institution reasonably acceptable to Required Lenders and (provided no Default or Event of Default exists) is reasonably acceptable to BorrowerBorrowers. If no successor agent is appointed prior to by the effective date of the resignation of Agent’s resignation, then on such date, Agent may appoint a successor agent from among Lenders or, if acceptable to it in its discretion (which shall be a Lender unless no Lender accepts the role) or, in the absence of such roleappointment, Agent may appoint Required Lenders as successor shall automatically assume all rights and duties of Agent. Upon acceptance by a successor Agent of an appointment to serve as Agent hereunder, or upon appointment of Required Lenders as successor Agent, such The successor Agent shall thereupon succeed to and become vested with all the powers and duties of the retiring Agent without further act, and the . The retiring Agent shall be discharged from its duties and obligations hereunder on the effective date of its resignation, but shall continue to have all rights and protections available to Agent under the benefits Loan Documents with respect to actions, omissions, circumstances or Claims relating to or arising while it was acting or transferring responsibilities as Agent or holding any Collateral on behalf of Secured Parties, including the indemnification set forth in Sections 12.6 and 14.2. Notwithstanding any Agent’s resignation, the provisions of and all rights and protections under this Section 12 shall continue in effect for its benefit with respect to any actions taken or omitted to be taken by it while Agent12. Any successor to Bank of America by merger or acquisition of stock or this loan shall continue to be Agent hereunder without further act on the part of the parties hereto, unless such successor resigns as provided above. If Agent has, any Secured Party or has a direct or indirect parent company that has, become the subject of an Insolvency Proceeding or taken any action in furtherance thereof, Agent shall resign at the request of Required LendersObligor.

Resignation; Successor Agent. Subject to the appointment and acceptance of a successor Agent as provided below, Agent may resign at any time by giving at least 30 days written notice thereof to Lenders and the Administrative Borrower. Upon receipt of such noticea notice of resignation from Agent, Required Lenders shall have the right to appoint a successor Agent which shall be (a) a US Facility Lender or an Affiliate of a US Facility Lender; or (b) a commercial bank that is organized under the laws of the United States or any state or district thereof, has a combined capital surplus of at least $200,000,000 and (provided no Default or Event of Default exists) is reasonably acceptable to the Administrative Borrower. If no such successor agent is Agent shall have been so appointed prior by the Required Lenders and, to the effective date extent applicable, approved by the Administrative Borrower and shall have accepted such appointment within 30 days after the retiring Agent gives notices of its resignation (or such earlier day as shall be agreed by the Required Lenders) (the “Resignation Effective Date”), then the retiring Agent may (but shall not be obligated to), on behalf of the Lenders, appoint a successor Agent meeting the qualifications set forth above. Whether or not a successor has been appointed, such resignation of Agentshall nonetheless become effective in accordance with such notice on the Resignation Effective Date. In addition, if Agent shall become a Defaulting Lender, then Agent may be removed from its capacity as Agent hereunder upon the request of the Required Lenders and the Borrowers and by notice in writing to such Person. Upon delivery of a notice of removal to Agent, Required Lenders shall have the right to appoint a successor agent from among Lenders or, if Agent meeting the qualifications set forth above that is (provided no Lender accepts such role, Agent may appoint Required Lenders as successor AgentEvent of Default exists) reasonably acceptable to the Administrative Borrower. Upon acceptance by a successor Agent of an appointment to serve as Agent hereunder, or upon appointment of Required Lenders as successor Agent, If no such successor Agent shall thereupon succeed have been so appointed by the Required Lenders and, to the extent applicable, approved by the Administrative Borrower and become vested with all shall have accepted such appointment within 30 days after the powers and duties delivery of the retiring Agent without further actnotice of removal (or such earlier day as shall be agreed by the Required Lenders) (the “Removal Effective Date”), and then such removal shall nonetheless become effective in accordance with such notice on the Removal Effective Date. With effect from the Resignation Effective Date or the Removal Effective Date (as applicable) (i) the retiring or removed Agent shall be discharged from its duties and obligations hereunder but and under the other Loan Documents (except that in the case of any collateral security held by Agent on behalf of the Lenders or the Fronting Banks under any of the Loan Documents, the retiring or removed Agent shall continue to have hold such collateral security until such time as a successor Agent is appointed) and (ii) except for any indemnity payments owed to the benefits retiring or removed Agent, all payments, communications and determinations provided to be made by, to or through Agent shall instead be made by or to each Lender and each Fronting Bank directly, until such time, if any, as the Required Lenders appoint (and, to the extent applicable, the Administrative Borrower approves) a successor Agent as provided for above. Upon the acceptance of a successor’s appointment as Agent hereunder, such successor shall succeed to and become vested with all of the indemnification set forth in Sections 12.6 rights, powers, privileges and 14.2duties of the retiring or removed Agent (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 hereunder and under the other Loan Documents. Notwithstanding any After the retiring or removed Agent’s resignationresignation or removal hereunder and under the other Loan Documents, the provisions of this Section 12 11 and Section 13.2 shall continue in effect for the benefit of such retiring or removed Agent, its benefit with sub-agents and their respective Agent Indemnitees in respect to of any actions taken or omitted to be taken by it any of them while the retiring or removed Agent was acting as Agent. Any successor to Bank of America by merger or acquisition of stock or this loan shall continue to be Agent hereunder without further act on the part of the parties hereto, unless such successor resigns as provided above. If Agent has, or has a direct or indirect parent company that has, become the subject of an Insolvency Proceeding or taken any action in furtherance thereof, Agent shall resign at the request of Required Lenders.

Resignation; Successor Agent. Subject to the appointment and acceptance of a successor Agent as provided below, Agent may resign at any time by giving at least 30 days written notice thereof to Lenders and BorrowerBorrowers. Upon receipt of such notice, Required Lenders shall have the right to may appoint a successor Agent which shall be that is (a) a Lender or an Affiliate of a Lender; or (b) a commercial bank that is organized under the laws of the United States or any state or district thereof, has a combined capital surplus of at least $200,000,000 financial institution reasonably acceptable to Required Lenders and (provided no Default or Event of Default exists) is reasonably acceptable to BorrowerBorrowers. If no successor agent is appointed prior to by the effective date of the resignation of Agent’s resignation, then on such date, Agent may appoint a successor agent from among Lenders or, if acceptable to it in its discretion (which shall be a Lender unless no Lender accepts the role) or, in the absence of such roleappointment, Agent may appoint Required Lenders as successor shall automatically assume all rights and duties of Agent. Upon acceptance by a successor Agent of an appointment to serve as Agent hereunder, or upon appointment of Required Lenders as successor Agent, such The successor Agent shall thereupon succeed to and become vested with all the powers and duties of the retiring Agent without further act, and the . The retiring Agent shall be discharged from its duties and obligations hereunder on the effective date of its resignation, but shall continue to have all rights and protections available to Agent under the benefits Loan Documents with respect to actions, omissions, circumstances or Claims relating to or arising while it was acting or transferring responsibilities as Agent or holding any Collateral on behalf of Secured Parties, including the indemnification set forth in Sections 12.6 and 14.2. Notwithstanding any Agent’s resignation, the provisions of and all rights and protections under this Section 12 shall continue in effect for its benefit with respect to any actions taken or omitted to be taken by it while Agent12. Any successor to Bank of America by merger or acquisition of stock or this loan shall continue to be Agent hereunder without further act on the part of any Secured Party or Obligor. If the parties heretoAgent is a Defaulting Lender pursuant to clause (d) of the definition thereof, unless the Required Lenders may, to the extent permitted by Applicable Law, by notice in writing to the Borrower Agent and Agent, remove such Agent and appoint a successor that is (a) a Lender or Affiliate of a Lender; or (b) a financial institution reasonably acceptable to Required Lenders and (provided no Event of Default exists) Borrowers. If no such successor resigns shall have been so appointed pursuant to the foregoing sentence and shall have accepted such appointment within thirty (30) days (or such earlier day as provided above. If Agent has, or has a direct or indirect parent company that has, become shall be agreed by the subject of an Insolvency Proceeding or taken any action in furtherance thereof, Agent shall resign at the request of Required Lenders) (the “Removal Effective Date”), then such removal shall nonetheless become effective in accordance with such notice on the Removal Effective Date and the Required Lenders shall automatically assume all rights and duties of Agent.

Resignation; Successor Agent. Subject to the appointment and acceptance of a successor Agent as provided below, Agent may resign at any time by giving at least 30 days written notice thereof to Lenders and BorrowerObligors. Upon receipt of such notice, Required Lenders shall have the right to may appoint a successor Agent to replace the resigning Agent, which successor shall be (a) a Lender or an Affiliate of a Lender; or (b) a commercial bank that is organized under the laws of the United States or any state or district thereof, has a combined capital surplus of at least $200,000,000 financial institution reasonably acceptable to Required Lenders and (provided no Default or Event of Default exists) is reasonably acceptable to BorrowerObligors. If no successor agent is appointed prior to the effective date of the resignation of Agent’s resignation, then Agent may appoint a successor agent from among Lenders or, if that is a financial institution acceptable to it (which shall be a Lender unless no Lender accepts the role) or in the absence of such roleappointment, Agent may appoint Required Lenders as successor Agentshall on such date assume all rights and duties of Agent hereunder. Upon acceptance by a any successor Agent of an its appointment to serve as Agent hereunder, or upon appointment of Required Lenders as successor Agent, such successor Agent shall thereupon succeed to and become vested with all the powers and duties of the retiring Agent without further act. On the effective date of its resignation, and the retiring Agent shall be discharged from its duties and obligations hereunder but shall continue to have all rights and protections under the benefits of the indemnification set forth in Sections 12.6 and 14.2. Notwithstanding any Agent’s resignation, the provisions of this Section 12 shall continue in effect for its benefit Loan Documents with respect to any actions taken or omitted to be taken by it while Agent, including the indemnification set forth in Sections 12.6 and 14.2, and all rights and protections under this Section 12. Any successor to Bank of America by merger or acquisition of stock or this loan shall continue to be Agent hereunder without further act on the part of the parties hereto, unless such successor resigns as provided above. If Agent has, any Secured Party or has a direct or indirect parent company that has, become the subject of an Insolvency Proceeding or taken any action in furtherance thereof, Agent shall resign at the request of Required LendersObligor.

Resignation; Successor Agent. Subject to the appointment and acceptance of a successor Agent as provided below, Agent may resign at any time by giving at least 30 days written notice thereof to Lenders and BorrowerBorrowers. Upon receipt of such notice, Required Lenders shall have the right to may appoint a successor Agent which shall be that is (a) a Lender or an Affiliate of a Lender; or (b) a commercial bank that is organized under the laws of the United States or any state or district thereof, has a combined capital surplus of at least $200,000,000 financial institution reasonably acceptable to Required Lenders and (provided no Default or Event of Default under Section 11.1(a) or Section 11.1(j) exists) is reasonably acceptable to BorrowerBorrowers. If no successor agent is appointed prior to by the effective date of the resignation of Agent’s resignation, then on such date, Agent may appoint a successor agent from among Lenders or, if acceptable to it in its discretion (which shall be a Lender unless no Lender accepts the role) or, in the absence of such roleappointment, Agent may appoint Required Lenders as successor shall automatically assume all rights and duties of Agent. Upon acceptance by a successor Agent of an appointment to serve as Agent hereunder, or upon appointment of Required Lenders as successor Agent, such The successor Agent shall thereupon succeed to and become vested with all the powers and duties of the retiring Agent without further act, and the . The retiring Agent shall be discharged from its duties and obligations hereunder on the effective date of its resignation, but shall continue to have all rights and protections available to Agent under the benefits Loan Documents with respect to actions, omissions, circumstances or Claims relating to or arising while it was acting or transferring responsibilities as Agent or holding any Collateral on behalf of the Secured Parties, including indemnification set forth in under Sections 12.6 and 14.2. Notwithstanding any Agent’s resignation, the provisions of and all rights and protections under this Section 12 shall continue in effect for its benefit with respect to any actions taken or omitted to be taken by it while Agent12. Any successor to Bank of America by merger or acquisition of stock or this loan shall continue to be Agent hereunder without further act on the part of the parties hereto, unless such successor resigns as provided above. If Agent has, any Secured Party or has a direct or indirect parent company that has, become the subject of an Insolvency Proceeding or taken any action in furtherance thereof, Agent shall resign at the request of Required LendersLoan Party.

Resignation; Successor Agent. Subject to the appointment and acceptance of a successor Agent as provided below, The Agent may resign at any time by giving at least 30 days written notice thereof to Lenders Lxxxxxx and the Administrative Borrower. Upon receipt of such noticea notice of resignation from the Agent, Required Lenders shall have the right to appoint a successor the Agent which shall be (a) a Revolver Lender or an Affiliate of a Revolver Lender; or (b) a commercial bank that is organized under the laws of the United States or any state or district thereof, has a combined capital surplus of at least $200,000,000 and (provided no Default or Event of Default exists) is reasonably acceptable to the Administrative Borrower. If no such successor agent is the Agent shall have been so appointed prior by the Required Lenders and, to the effective date extent applicable, approved by the Administrative Borrower and shall have accepted such appointment within 30 days after the retiring the Agent gives notices of its resignation (or such earlier day as shall be agreed by the Required Lenders) (the “Resignation Effective Date”), then the retiring the Agent may (but shall not be obligated to), on behalf of the resignation of AgentLenders, then Agent may appoint a successor agent from among Lenders orthe Agent meeting the qualifications set forth above. Whether or not a successor has been appointed, such resignation shall nonetheless become effective in accordance with such notice on the Resignation Effective Date. In addition, if no Lender accepts such rolethe Agent shall become a Defaulting Lender, then the Agent may appoint be removed from its capacity as the Agent hereunder upon the request of the Required Lxxxxxx and the Borrowers and by notice in writing to such Person. Upon delivery of a notice of removal to the Agent, Required Lenders as successor Agent. Upon acceptance by shall have the right to appoint a successor the Agent meeting the qualifications set forth above that is (provided no Event of an appointment Default exists) reasonably acceptable to serve as the Administrative Borrower. If no such successor the Agent hereunder, or upon appointment of shall have been so appointed by the Required Lenders as successor Agentand, to the extent applicable, approved by the Administrative Borrower and shall have accepted such successor Agent shall thereupon succeed to and become vested with all appointment within 30 days after the powers and duties delivery of the retiring Agent without further actnotice of removal (or such earlier day as shall be agreed by the Required Lenders) (the “Removal Effective Date”), and then such removal shall nonetheless become effective in accordance with such notice on the Removal Effective Date. With effect from the Resignation Effective Date or the Removal Effective Date (as applicable) (i) the retiring or removed the Agent shall be discharged from its duties and obligations hereunder but and under the other Loan Documents (except that in the case of any collateral security held by the Agent on behalf of the Lenders or the Fronting Banks under any of the Loan Documents, the retiring or removed the Agent shall continue to have hold such collateral security until such time as a successor the benefits Agent is appointed) and (ii) except for any indemnity payments owed to the retiring or removed the Agent, all payments, communications and determinations provided to be made by, to or through the Agent shall instead be made by or to each Lender and each Fronting Bank directly, until such time, if any, as the Required Lenders appoint (and, to the extent applicable, the Administrative Borrower approves) a successor the Agent as provided for above. Upon the acceptance of a successor’s appointment as the Agent hereunder, such successor shall succeed to and become vested with all of the indemnification set forth in Sections 12.6 rights, powers, privileges and 14.2duties of the retiring or removed the Agent (other than any rights to indemnity payments owed to the retiring or removed the Agent), and the retiring or removed the Agent shall be discharged from all of its duties and obligations hereunder and under the other Loan Documents. Notwithstanding any After the retiring or removed the Agent’s resignationresignation or removal hereunder and under the other Loan Documents, the provisions of this Section 12 and Section 14.2 shall continue in effect for the benefit of such retiring or removed the Agent, its benefit with sub-agents and their respective Agent Indemnitees in respect to of any actions taken or omitted to be taken by it any of them while the retiring or removed the Agent was acting as the Agent. Any successor to Bank of America by merger or acquisition of stock or this loan shall continue to be the Agent hereunder without further act on the part of the parties hereto, unless such successor resigns as provided above. If Agent has, or has a direct or indirect parent company that has, become the subject of an Insolvency Proceeding or taken any action in furtherance thereof, Agent shall resign at the request of Required Lenders.168

Resignation; Successor Agent. Subject to the appointment and acceptance of a successor Agent as provided below, Agent may resign at any time by giving at least 30 days written notice thereof to Lenders Xxxxxxx and Borrowerthe Borrower Agents. Upon receipt of such notice, Required Lenders shall have the right to appoint a successor Agent which shall be (a) a U.S. Lender or an Affiliate of a U.S. Lender; or (b) a commercial bank financial institution that is organized under the laws of the United States U.S. or any state or district thereof, has a combined capital surplus of at least $200,000,000 thereof reasonably acceptable to Required Lenders and (provided no Default or Event of Default exists) is reasonably acceptable to Borrowerthe Borrower Agents. If no successor agent Agent is appointed prior to the effective date of the resignation of Agent’s resignation, then Agent may appoint a successor agent from among Lenders or, if that is a financial institution acceptable to it (which shall be a Lender unless no Lender accepts the role) or in the absence of such roleappointment, Agent may appoint Required Lenders as successor Agentshall on such date assume all rights and duties of Agent hereunder. Upon acceptance by a any successor Agent of an its appointment to serve as Agent hereunder, or upon appointment of Required Lenders as successor Agent, such successor Agent shall thereupon succeed to and become vested with all the powers and duties of the retiring Agent without further act, and the retiring Agent shall be discharged from its duties and obligations hereunder but shall continue to have all rights and protections under the benefits of the indemnification set forth in Sections 12.6 and 14.2. Notwithstanding any Agent’s resignation, the provisions of this Section 12 shall continue in effect for its benefit Loan Documents with respect to any actions taken or omitted to be taken by it while Agent, including the indemnification set forth in Sections 12.8 and 14.2, and all rights and protections under this Section 12. Any successor to Bank of America by merger or acquisition of stock or this loan shall continue to be Agent hereunder without further act on the part of the parties hereto, unless such successor resigns as provided above. If Agent has, any Secured Party or has a direct or indirect parent company that has, become the subject of an Insolvency Proceeding or taken any action in furtherance thereof, Agent shall resign at the request of Required LendersObligor.

Resignation; Successor Agent. Subject to the appointment and acceptance of a successor Agent as provided below, Agent may resign at any time by giving at least 30 days written notice thereof to Lenders and BorrowerObligors. Upon receipt If Agent is a Defaulting Lender under clause (d) of such noticethe definition thereof, Required Lenders shall have may, to the right extent permitted by Applicable Law, remove such Agent by written notice to Obligors and Agent. Required Lenders may appoint a successor Agent to replace the resigning or removed Agent, which successor shall be (a) a Lender or an Affiliate of a Lender; or (b) a commercial bank that is organized under the laws of the United States or any state or district thereof, has a combined capital surplus of at least $200,000,000 financial institution reasonably acceptable to Required Lenders and (provided no Default or Event of Default exists) is reasonably acceptable to BorrowerObligors. If no successor agent is appointed prior to the effective date of the Agent’s resignation of Agentor removal, then Agent may appoint a successor agent from among Lenders or, if that is a financial institution acceptable to it (which shall be a Lender unless no Lender accepts the role) or in the absence of such roleappointment, Agent may appoint Required Lenders as successor Agentshall on such date assume all rights and duties of Agent hereunder. Upon acceptance by a any successor Agent of an its appointment to serve as Agent hereunder, or upon appointment of Required Lenders as successor Agent, such successor Agent shall thereupon succeed to and become vested with all the powers and duties of the retiring Agent (including powers and duties in its capacity as security trustee) without further act. On the effective date of its resignation or removal, and the retiring or removed Agent shall be discharged from its duties and obligations hereunder but shall continue to have all rights and protections under the benefits of the indemnification set forth in Sections 12.6 and 14.2. Notwithstanding any Agent’s resignation, the provisions of this Section 12 shall continue in effect for its benefit Loan Documents with respect to any actions taken or omitted to be taken by it while Agent, including the indemnification set forth in Sections 12.6 and 14.2, and all rights and protections under this Section 12. Any successor to Bank of America Crystal by merger merger, amalgamation or acquisition of stock or this loan shall continue to be Agent hereunder without further act on the part of the parties hereto, unless such successor resigns as provided above. If Agent has, any Secured Party or has a direct or indirect parent company that has, become the subject of an Insolvency Proceeding or taken any action in furtherance thereof, Agent shall resign at the request of Required LendersObligor.

Resignation; Successor Agent. Subject to the appointment and acceptance of a successor Agent as provided below, Agent may resign at any time by giving at least 30 days written notice thereof to Lenders and BorrowerBorrowers. Upon receipt of such noticeIf Agent is a Defaulting Lender, Canadian Required Lenders shall have or U.S. Required Lenders, as applicable, may, to the right extent permitted by Applicable Law, remove such Agent by written notice to Borrowers and Agent. Required Lenders may appoint a successor Agent to replace the resigning or removed Agent, which successor shall be (a) a Lender or an Affiliate of a Lender; or (b) a commercial bank that is organized under the laws of the United States or any state or district thereof, has a combined capital surplus of at least $200,000,000 financial institution reasonably acceptable to Required Lenders and (provided no Default or Event of Default exists) is reasonably acceptable to BorrowerBorrowers. If no successor agent is appointed prior to the effective date of the Agent's resignation of Agentor removal, then Agent may appoint a successor agent from among Lenders or, if that is a financial institution acceptable to it (which shall be a Lender unless no Lender accepts the role) or in the absence of such roleappointment, Agent may appoint Required Lenders as successor Agentshall on such date assume all rights and duties of Agent hereunder. Upon acceptance by a any successor Agent of an its appointment to serve as Agent hereunder, or upon appointment of Required Lenders as successor Agent, such successor Agent shall thereupon succeed to and become vested with all the powers and duties of the retiring Agent without further act. On the effective date of its resignation or removal, and the retiring or removed Agent shall be discharged from its duties and obligations hereunder but shall continue to have all rights and protections under the benefits of the indemnification set forth in Sections 12.6 and 14.2. Notwithstanding any Agent’s resignation, the provisions of this Section 12 shall continue in effect for its benefit Loan Documents with respect to any actions taken or omitted to be taken by it while Agent, including the indemnification set forth in Sections 13.6 and 15.2, and all rights and protections under this Section 13. Any successor to Bank of America by merger 128 Banx xx Xxxxxxx xx xxxxer, amalgamation or acquisition of stock or this loan shall continue to be Agent hereunder without further act on the part of the parties hereto, unless such successor resigns as provided above. If Agent has, any Secured Party or has a direct or indirect parent company that has, become the subject of an Insolvency Proceeding or taken any action in furtherance thereof, Agent shall resign at the request of Required LendersObligor.

Resignation; Successor Agent. Subject to the appointment and acceptance of a successor Agent as provided below, Agent may resign at any time by giving at least 30 thirty (30) days written notice thereof to Lenders and BorrowerBorrowers. Upon receipt of such notice, Required Lenders shall have the right to appoint a successor Agent which shall be (a) a Lender or an Affiliate of a Lender; or (b) a commercial bank financial institution that is organized under the laws of the United States or any state or district thereof, has a combined capital surplus of at least $200,000,000 and (provided no Default or Event of Default exists) is reasonably acceptable to BorrowerBorrowers. If no successor agent is appointed prior to the effective date of the resignation of Agent, then Agent may appoint a successor agent from among Lenders or, (and if no such Lender accepts such role, agrees to act as Agent may appoint then the Required Lenders as shall become the Agent and exercise the rights thereof until a successor AgentAgent is appointed). Upon acceptance by a successor Agent (or the Required Lenders assuming the duties of Agent as aforesaid) of an appointment to serve as Agent hereunder, or upon appointment of Required Lenders as successor Agent, such successor Agent shall thereupon succeed to and become vested with all the powers and duties of the retiring Agent without further act, and the retiring Agent shall be discharged from its duties and obligations hereunder but shall continue to have the benefits of the indemnification set forth in Sections 12.6 and 14.2. Notwithstanding any Agent’s resignation, the provisions of this Section 12 shall continue in effect for its benefit with respect to any actions taken or omitted to be taken by it while Agent. Any successor to Bank of America by merger or acquisition of the stock or this loan assets of CIT shall continue to be the Agent hereunder without further act on the part of the parties hereto, unless such successor resigns as provided above. If In the event that the Required Lenders act as Agent haspursuant to this Section 12.8.1, or has a direct or indirect parent company that has, become such Required Lenders shall be indemnified hereunder as if such Required Lenders were named as the subject of an Insolvency Proceeding or taken any action in furtherance thereof, Agent shall resign at the request of Required Lendershereunder.

Resignation; Successor Agent. Subject to the appointment and acceptance of a successor Agent as provided below, Agent may resign at any time by giving at least 30 days written notice thereof to Lenders and BorrowerBorrowers. Upon receipt If Agent is a Defaulting Lender under clause (d) of such noticethe definition thereof, Required Lenders shall have may, to the right extent permitted by Applicable Law, remove such Agent by written notice to Borrowers and Agent. Required Lenders may appoint a successor Agent to replace the resigning or removed Agent, which successor shall be (a) a U.S. Lender or an Affiliate of a U.S. Lender; or (b) a commercial bank that is organized under the laws of the United States or any state or district thereof, has a combined capital surplus of at least $200,000,000 financial institution reasonably acceptable to Required Lenders and (provided no Default or Event of Default exists) is in the case of clauses (a) and (b), reasonably acceptable to BorrowerBorrowers. If no successor agent is appointed prior to the effective date of the Agent's resignation of Agentor removal, then Agent may (in consultation with the Borrower Agent) appoint a successor agent from among Lenders or, if that is a financial institution acceptable to it (which shall be a Lender unless no Lender accepts the role) or in the absence of such roleappointment, Agent may appoint Required Lenders as successor Agentshall automatically on such date assume all rights and duties of Agent hereunder. Upon acceptance by a any successor Agent of an its appointment to serve as Agent hereunder, or upon appointment of Required Lenders as successor Agent, such successor Agent shall thereupon succeed to and become vested with all the powers and duties of the retiring Agent without further act. On the effective date of its resignation or removal, and the retiring or removed Agent shall be discharged from its duties and obligations hereunder but shall continue to have all rights and protections under the benefits Loan Documents with respect to actions taken or omitted to be taken by it (i) while Agent and (ii) after such resignation or removal for as long as the retiring or removed Agent continues to act in any capacity hereunder or under the other Loan Documents, including (A) acting as 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, including the indemnification set forth in Sections 12.6 and 14.2. Notwithstanding any Agent’s resignation, the provisions of and all rights and protections under this Section 12 shall continue in effect for its benefit with respect to any actions taken or omitted to be taken by it while Agent12. Any successor to Bank of America by merger or acquisition of stock or this loan shall continue to be Agent hereunder without further act on the part of the parties hereto, unless such successor resigns as provided above. If Agent has, any Secured Party or has a direct or indirect parent company that has, become the subject of an Insolvency Proceeding or taken any action in furtherance thereof, Agent shall resign at the request of Required LendersObligor.

Resignation; Successor Agent. Subject to the appointment and acceptance of a successor Administrative Agent as provided belowin this Section 8.09, the Administrative Agent may resign at any time by giving at least 30 days written notice thereof to Lenders notifying the Lenders, the Issuing Bank and the Borrower. Upon any such resignation, the Syndication Agent, at its option, shall become the Administrative Agent provided that it exercises such option within ten (10) days after receipt of said notice from the Administrative Agent. If the Syndication Agent elects not to become the Administrative Agent, or does not accept such noticeappointment within said ten (10) day period, the Required Lenders shall have the right right, with the approval of the Borrower (not to be unreasonably withheld, except that no such approval shall be required upon the occurrence and continuance of an Event of Default), to appoint a successor. If no successor shall have been so appointed by the Required Lenders and shall have accepted such appointment within thirty (30) days after the retiring Administrative Agent gives notice of its resignation, then the retiring Administrative Agent may, on behalf of the Lenders and the Issuing Bank, with the approval of the Borrower (not to be unreasonably withheld, except that no such approval shall be required so long as an Event of Default shall have occurred and shall be continuing) appoint a successor Administrative Agent which shall be (a) a Lender bank with an office in New York, New York, or an Affiliate of a Lender; or (b) a commercial any such bank that is organized under the laws of the United States or any state or district thereof, has a combined capital surplus of at least $200,000,000 and (provided no Default or Event of Default exists) is reasonably acceptable to Borrower. If no successor agent is appointed prior to the effective date of the resignation of Agent, then Agent may appoint a successor agent from among Lenders or, if no Lender accepts with such role, Agent may appoint Required Lenders as successor Agentan office. Upon the acceptance of its appointment as Administrative Agent hereunder by a successor Agent of an appointment to serve as Agent hereunder, or upon appointment of Required Lenders as successor Agentsuccessor, such successor Agent shall thereupon succeed to and become vested with all the powers rights, powers, privileges and duties of the retiring Agent without further actAdministrative Agent, and the retiring Administrative Agent shall be discharged from its duties and obligations hereunder but hereunder. The fees payable by the Borrower to a successor Administrative Agent shall continue be the same as those payable to have its predecessor unless otherwise agreed between the benefits of Borrower and such successor. After the indemnification set forth in Sections 12.6 and 14.2. Notwithstanding any Administrative Agent’s resignation's resignation hereunder, the provisions of this Article VIII and Section 12 9.03 hereof shall continue in effect for the benefit of such retiring Administrative Agent, its benefit with sub-agents and their respective Related Parties in respect to of any actions taken or omitted to be taken by any of them while it while was acting as Administrative Agent. Any successor to Bank of America by merger or acquisition of stock or this loan shall continue to be Agent hereunder without further act on the part of the parties hereto, unless such successor resigns as provided above. If Agent has, or has a direct or indirect parent company that has, become the subject of an Insolvency Proceeding or taken any action in furtherance thereof, Agent shall resign at the request of Required Lenders.

Resignation; Successor Agent. Subject to the appointment and acceptance of a successor Agent as provided below, Agent may resign at any time by giving at least 30 days written notice thereof to Lenders and BorrowerBorrower Agent. Upon receipt If Agent is a Defaulting Lender under clause (d) of such noticethe definition thereof, then Required Lenders shall have the right may, unless prohibited by Applicable Law, remove such Agent by written notice to Borrower Agent and Agent. Required Lenders may appoint a successor Agent to replace the resigning or removed Agent, which successor shall be (a) a Lender or an Affiliate of a Lender; or (b) a commercial bank that is organized under the laws of the United States or any state or district thereof, has a combined capital surplus of at least $200,000,000 financial institution reasonably acceptable to Required Lenders and (provided no Default or Event of Default exists) is reasonably acceptable to BorrowerBorrower Agent. If no successor agent is appointed prior to the effective date of the Agent’s resignation of Agentor removal, then Agent may appoint a successor agent from among Lenders or, if that is a financial institution acceptable to it and Borrower Agent (which shall be a Lender unless no Lender accepts the role) or in the absence of such roleappointment, Agent may appoint Required Lenders as successor Agentshall on such date assume all rights and duties of Agent hereunder. Upon acceptance by a any successor Agent of an its appointment to serve as Agent hereunder, or upon appointment of Required Lenders as successor Agent, such successor Agent shall thereupon succeed to and become vested with all the powers and duties of the retiring Agent without further act. On the effective date of its resignation or removal, and the retiring or removed Agent shall be discharged from its duties and obligations hereunder but shall continue to have all rights and protections under the benefits of the indemnification set forth in Sections 12.6 and 14.2. Notwithstanding any Agent’s resignation, the provisions of this Section 12 shall continue in effect for its benefit Loan Documents with respect to any actions taken or omitted to be taken by it while Agent, including the indemnification set forth in Sections 12.6 and 14.2, and all rights and protections under this Section 12. Any successor to Bank of America by merger or acquisition of stock or this loan shall continue to be Agent hereunder without further act on the part of the parties hereto, unless such successor resigns as provided above. If Agent has, any Secured Party or has a direct or indirect parent company that has, become the subject of an Insolvency Proceeding or taken any action in furtherance thereof, Agent shall resign at the request of Required LendersObligor.

Resignation; Successor Agent. Subject to the appointment and acceptance of a successor Agent as provided below, Agent may resign at any time by giving at least 30 days written notice thereof to Lenders and Borrower. Upon receipt of such notice, Required Lenders shall have the right to appoint a successor Agent which shall be (a) a Lender or an Affiliate of a Lender; or (b) a commercial bank that is organized under the laws of the United States or any state or district thereof, has a combined capital surplus of at least $200,000,000 and (provided no Default or Event of Default exists) is reasonably acceptable to Borrower. If no successor agent is appointed prior to the effective date of the resignation of Agent, then Agent may appoint a successor agent from among Lenders or, if no Lender accepts such role, Agent may appoint Required Lenders as successor Agent. Upon acceptance by a successor Agent of an appointment to serve as Agent hereunder, or upon appointment of Required Lenders as successor Agent, such successor Agent shall thereupon succeed to and become vested with all the powers and duties of the retiring Agent without further act, and the retiring Agent shall be discharged from its duties and obligations hereunder but shall continue to have the benefits of the indemnification set forth in Sections 12.6 and 14.2. Notwithstanding any Agent’s resignation, the provisions of this Section 12 shall continue in effect for its benefit with respect to any actions taken or omitted to be taken by it while Agent. Any successor to Bank of America BSP Agency, LLC by merger or acquisition of stock or this loan shall continue to be Agent hereunder without further act on the part of the parties hereto, unless such successor resigns as provided above. If Agent has, or has a direct or indirect parent company that has, become the subject of an Insolvency Proceeding or taken any action in furtherance thereof, Agent shall resign at the request of Required Lenders.

Resignation; Successor Agent. Subject to the appointment and acceptance of a successor Agent as provided below, Agent may resign at any time by giving at least 30 thirty (30) days prior written notice thereof to Lenders Banks and Borrower. Upon receipt of such notice, Required Lenders the Majority Bank shall have the right to appoint a successor Agent which shall be (ai) a Lender Bank or an Affiliate affiliate of a Lender; Bank or (bii) a commercial bank that is organized under the laws of the United States or any state or district thereof, has a combined capital surplus of at least $200,000,000 200,000,000, and (provided no Default or Event of Default exists) is reasonably acceptable to Borrower. If no successor agent is appointed prior to the effective date of the resignation of Agent, then Agent may appoint a successor agent meeting the qualifications set forth above, provided that if Agent shall notify Borrower and Banks that no qualifying Person has accepted such appointment, then such resignation shall nonetheless become effective in accordance with such notice and (1) the retiring Agent shall be discharged from among Lenders orits duties and obligations hereunder and under the other Loan Documents (except that in the case of any collateral security held by Agent on behalf of the Banks under any of the Loan Documents the retiring Agent shall continue to hold such collateral security until such time as a successor Agent is appointed) and (2) all payments, if no Lender accepts communications, and determinations provided to be made by, to or through Agent shall instead be made by or to each Bank directly, until such role, time as the Majority Banks appoint a successor Agent may appoint Required Lenders as successor Agentprovided for above in this paragraph. Upon acceptance by a successor Agent of an appointment to serve as Agent hereunder, or upon appointment of Required Lenders as successor Agent, such successor Agent shall thereupon succeed to and become vested with all the powers and duties of the retiring Agent without further act, and the retiring Agent shall be discharged from its duties and obligations hereunder under the Loan Documents (if not already discharged therefrom as provided above in this paragraph) but shall continue to have the benefits of the indemnification set forth in Sections 12.6 and 14.2Section 8.5. Notwithstanding any Agent’s resignation, the provisions of this Section 12 8 shall continue in effect for its benefit with respect to any actions taken or omitted to be taken by it while Agent. Any successor to Bank of America Wachovia Bank, National Association, by merger or acquisition of stock Equity Interests or this loan its Loans hereunder shall continue to be Agent hereunder without further act on the part of the parties hereto, unless such successor resigns as provided above. If Agent has, or has a direct or indirect parent company that has, become the subject of an Insolvency Proceeding or taken any action in furtherance thereof, Agent shall resign at the request of Required Lenders.

Resignation; Successor Agent. Subject to the appointment and acceptance of a successor Agent as provided below, Agent may resign at any time by giving at least 30 days written notice thereof to Lenders Xxxxxxx and BorrowerBorrower Agent. Upon receipt of such notice, Required Lenders shall have the right to appoint a successor Agent which shall be (a) a Lender or an Affiliate of a Lender; or (b) a commercial bank that is organized under the laws of the United States or any state or district thereof, has a combined capital surplus of at least $200,000,000 and (provided no Default or Event of Default exists) is reasonably acceptable to BorrowerBorrower Agent. If no successor agent is appointed prior to the effective date of the resignation of Agent, then Agent may appoint a successor agent from among Lenders Xxxxxxx or, if no Lender accepts such role, Agent may appoint Required Lenders Xxxxxxx as successor Agentagent. Upon acceptance by a successor Agent of an appointment to serve as Agent hereunder, or upon appointment of Required Lenders Xxxxxxx as successor Agent, such successor Agent shall thereupon succeed to and become vested with all the powers and duties of the retiring Agent without further act, and the retiring Agent shall be discharged from its duties and obligations hereunder but shall continue to have the benefits of the indemnification set forth in Sections 12.6 and 14.2. Notwithstanding any Agent’s resignation, the provisions of this Section 12 shall continue in effect for its benefit with respect to any actions taken or omitted to be taken by it while Agent. Any successor to Bank of America Capital One by merger or acquisition of stock or this loan shall continue to be Agent hereunder without further act on the part of the parties hereto, unless such successor resigns as provided above. If Agent has, or has a direct or indirect parent company that has, become the subject of an Insolvency Proceeding or taken any action in furtherance thereof, Agent shall resign at the request of Required Lenders.

Resignation; Successor Agent. Subject to the appointment and acceptance of a successor Agent as provided below, Agent may resign at any time by giving at least 30 days written notice thereof to Lenders and BorrowerBorrowers. Upon receipt of such noticeIf Agent is a Defaulting Lender, Canadian Required Lenders shall have or U.S. Required Lenders, as applicable, may, to the right extent permitted by Applicable Law, remove such Agent by written notice to Borrowers and Agent. Required Lenders may appoint a successor Agent to replace the resigning or removed Agent, which successor shall be (a) a Lender or an Affiliate of a Lender; or (b) a commercial bank that is organized under the laws of the United States or any state or district thereof, has a combined capital surplus of at least $200,000,000 financial institution reasonably acceptable to Required Lenders and (provided no Default or Event of Default exists) is reasonably acceptable to BorrowerBorrowers. If no successor agent is appointed prior to the effective date of the Agent’s resignation of Agentor removal, then Agent may appoint a successor agent from among Lenders or, if that is a financial institution acceptable to it (which shall be a Lender unless no Lender accepts the role) or in the absence of such roleappointment, Agent may appoint Required Lenders as successor Agentshall on such date assume all rights and duties of Agent hereunder. Upon acceptance by a any successor Agent of an its appointment to serve as Agent hereunder, or upon appointment of Required Lenders as successor Agent, such successor Agent shall thereupon succeed to and become vested with all the powers and duties of the retiring Agent without further act. On the effective date of its resignation or removal, and the retiring or removed Agent shall be discharged from its duties and obligations hereunder but shall continue to have all rights and protections under the benefits of the indemnification set forth in Sections 12.6 and 14.2. Notwithstanding any Agent’s resignation, the provisions of this Section 12 shall continue in effect for its benefit Loan Documents with respect to any actions taken or omitted to be taken by it while Agent, including the indemnification set forth in Sections 13.6 and 15.2, and all rights and protections under this Section 13. Any successor to Bank of America by merger merger, amalgamation or acquisition of stock or this loan shall continue to be Agent hereunder without further act on the part of the parties hereto, unless such successor resigns as provided above. If Agent has, any Secured Party or has a direct or indirect parent company that has, become the subject of an Insolvency Proceeding or taken any action in furtherance thereof, Agent shall resign at the request of Required LendersObligor.

Resignation; Successor Agent. Subject to the appointment and acceptance of a successor Agent as provided below, Agent may resign at any time by giving at least 30 days written notice thereof to Lenders and BorrowerBorrowers. Upon receipt of such notice, Required Lenders shall have the right to may appoint a successor Agent which shall be that is (a) a Lender or an Affiliate of a Lender; or (b) a commercial bank that is organized under the laws of the United States or any state or district thereof, has a combined capital surplus of at least $200,000,000 financial institution reasonably acceptable to Required Lenders and (provided no Default or Event of Default exists) is reasonably acceptable to BorrowerBorrowers. If no successor agent is appointed prior to by the effective date of the resignation of Agent’s resignation, then on such date, Agent may appoint a successor agent from among Lenders or, if acceptable to it in its discretion (which shall be a Lender unless no Lender accepts the role) or, in the absence of such roleappointment, Agent may appoint Required Xxxxxxxx – Loan, Security and Guaranty Agreement #53354946 EXECUTION VERSION Lenders as successor shall automatically assume all rights and duties of Agent. Upon acceptance by a successor Agent of an appointment to serve as Agent hereunder, or upon appointment of Required Lenders as successor Agent, such The successor Agent shall thereupon succeed to and become vested with all the powers and duties of the retiring Agent without further act, and the . The retiring Agent shall be discharged from its duties and obligations hereunder on the effective date of its resignation, but shall continue to have all rights and protections available to Agent under the benefits Loan Documents with respect to actions, omissions, circumstances or Claims relating to or arising while it was acting or transferring responsibilities as Agent or holding any Collateral on behalf of Secured Parties, including the indemnification set forth in Sections 12.6 and 14.2. Notwithstanding any Agent’s resignation, the provisions of and all rights and protections under this Section 12 shall continue in effect for its benefit with respect to any actions taken or omitted to be taken by it while Agent12. Any successor to Bank of America by merger or acquisition of stock or this loan shall continue to be Agent hereunder without further act on the part of any Secured Party or Obligor. If the parties heretoAgent is a Defaulting Lender pursuant to clause (d) of the definition thereof, unless the Required Lenders may, to the extent permitted by Applicable Law, by notice in writing to the Borrower Agent and Agent, remove such Agent and appoint a successor that is (a) a Lender or Affiliate of a Lender; or (b) a financial institution reasonably acceptable to Required Lenders and (provided no Event of Default exists) Borrowers. If no such successor resigns shall have been so appointed pursuant to the foregoing sentence and shall have accepted such appointment within thirty (30) days (or such earlier day as provided above. If Agent has, or has a direct or indirect parent company that has, become shall be agreed by the subject of an Insolvency Proceeding or taken any action in furtherance thereof, Agent shall resign at the request of Required Lenders) (the “Removal Effective Date”), then such removal shall nonetheless become effective in accordance with such notice on the Removal Effective Date and the Required Lenders shall automatically assume all rights and duties of Agent.

Resignation; Successor Agent. Subject to the appointment and acceptance of a successor Agent as provided below, Agent may resign at any time by giving at least 30 days written notice thereof to Lenders and BorrowerBorrower Agent. Upon receipt of such notice, Required Lenders shall have the right to appoint a successor Agent which shall be (a) a Lender or an Affiliate of a Lender; or (b) a commercial bank that is organized under the laws of the United States or any state or district thereof, has a combined capital surplus of at least $200,000,000 an institution reasonably acceptable to Required Lenders and (provided no Default or Event of Default exists) that is reasonably acceptable to BorrowerBorrowers. If no successor agent is appointed prior to the effective date of the resignation of Agent, then Agent may appoint a successor agent from among Lenders or, if that is an institution acceptable to it (which shall be a Lender unless no Lender accepts the role) or in the absence of such roleappointment, Agent may appoint Required Lenders as successor Agentshall on such date assume all rights and duties of Agent hereunder. Upon acceptance by a successor Agent of an appointment to serve as Agent hereunder, or upon appointment of Required Lenders as successor Agent, such successor Agent shall thereupon succeed to and become vested with all the powers and duties of the retiring Agent without further act. On the effective date of its resignation, and the retiring Agent shall be discharged from its duties and obligations hereunder but shall continue to have all rights and protections under the benefits of the indemnification set forth in Sections 12.6 and 14.2. Notwithstanding any Agent’s resignation, the provisions of this Section 12 shall continue in effect for its benefit Loan Documents with respect to any actions taken or omitted to be taken by it while Agent, including the indemnification set forth in Sections 12.6 and 14.2, and all rights and protections under this Section 12. Any successor to Bank of America by merger or acquisition of stock or this loan shall continue to be Agent hereunder without further act on the part of the parties hereto, unless such successor resigns as provided above. If Agent has, or has a direct or indirect parent company that has, become the subject of an Insolvency Proceeding or taken any action in furtherance thereof, Agent shall resign at the request of Required Lenders.

Resignation; Successor Agent. Subject to the appointment and acceptance of a successor Agent as provided below, Agent may resign at any time by giving at least 30 days written notice thereof to Lenders and BorrowerBorrower Agent. Upon receipt of such notice, Required Lenders shall have the right to appoint a successor Agent which shall be (a) a Lender or an Affiliate of a Lender; or (b) a commercial bank that is organized under the laws of the United States or any state or district thereof, has a combined capital surplus of at least $200,000,000 and (provided no Default or Event of Default exists) is reasonably acceptable to BorrowerBorrower Agent. If no successor agent Agent is appointed prior to the effective date of the resignation of Agent, then Agent may appoint a successor agent from among the Lenders that is reasonably acceptable to the Borrower Agent or, if no successor Lender accepts such roleits appointment on or prior to the effective date of the resignation of Agent, Agent may appoint Required Lenders any other Person reasonably acceptable to the Borrower Agent as successor Agent. Upon acceptance by a successor Agent of an appointment to serve as Agent hereunder, or upon appointment of Required Lenders as successor Agent, such successor Agent shall thereupon succeed to and become vested with all the powers and duties of the retiring Agent without further act, and the retiring Agent shall be discharged from its duties and obligations hereunder but shall continue to have the benefits of the indemnification set forth in Sections 12.6 and 14.2. Notwithstanding any Agent’s resignation, the provisions of this Section 12 shall continue in effect for its benefit with respect to any actions taken or omitted to be taken by it whileAgent, its sub-agents and any related persons (a) while the retiring Agent was acting as Agent and (b) after such resignation for as long as any of them continues to act in any capacity hereunder or under the other Loan Documents, including (i) acting as collateral agent or otherwise holding any collateral security on behalf of any of the Lenders and (ii) in respect of any actions taken in connection with transferring the agency to any successor Agent. Any successor to Bank of America by merger or acquisition of the stock or this loan assets of Bank of America shall continue to be Agent hereunder without further act on the part of the parties hereto, unless such successor resigns as provided above. If Agent has, or has a direct or indirect parent company that has, become the subject of an Insolvency Proceeding or taken any action in furtherance thereof, Agent shall resign at the request of Required Lenders.

Resignation; Successor Agent. Subject to the appointment and acceptance of a successor Agent as provided below, Agent may resign at any time by giving at least 30 days written notice thereof to Lenders Xxxxxxx and BorrowerBorrower Agent. Upon receipt If Agent is a Defaulting Lender under clause (d) of such noticethe definition thereof, Required Lenders shall have the right right, in consultation with Borrower Agent, to remove such Agent by written notice to Borrower Agent and Agent. Required Xxxxxxx may appoint a successor Agent to replace the resigning or removed Agent, which successor shall be (a) a Lender (other than a Defaulting Lender) or an Affiliate of a Lender (other than a Defaulting Lender); or (b) a commercial bank that is organized under the laws of financial institution with an office in the United States or any state or district thereof, has a combined capital surplus of at least $200,000,000 reasonably acceptable to Required Lenders and (provided no Default or Event of Default exists) is reasonably acceptable to BorrowerBorrower Agent. If no successor agent is appointed prior to the effective date of the Agent's resignation of Agentor removal, then Agent may appoint a successor agent from among Lenders or, if that is a financial institution with an office in the United States acceptable to it (which shall be a Lender unless no Lender accepts the role) or in the absence of such roleappointment, Agent may appoint Required Lenders shall on such date assume all rights and duties of Agent hereunder (except that in the case of any collateral security held by Agent on behalf of the Secured Parties under Credit Document, the retiring Agent shall continue to hold such collateral security until such time as a successor AgentAgent is appointed). Upon acceptance by a any successor Agent of an its appointment to serve as Agent hereunder, or upon appointment of Required Lenders as successor Agent, such successor Agent shall thereupon succeed to and become vested with all the powers and duties of the retiring Agent without further act. On the effective date of its resignation or removal, and the retiring or removed Agent shall be discharged from its duties and obligations hereunder but shall continue to have all rights and protections under the benefits of the indemnification set forth in Sections 12.6 and 14.2. Notwithstanding any Agent’s resignation, the provisions of this Section 12 shall continue in effect for its benefit ​ ​ AMERICAS/2024146412.5 ​ Credit Documents with respect to any actions taken or omitted to be taken by it while Agent, including the indemnification set forth in Sections 11.6 and 13.2, and all rights and protections under this Section 11. Any successor to Bank of America by merger or acquisition of stock or this loan shall continue to be Agent hereunder without further act on the part of the parties hereto, unless such successor resigns as provided above. If Agent has, any Secured Party or has a direct or indirect parent company that has, become the subject of an Insolvency Proceeding or taken any action in furtherance thereof, Agent shall resign at the request of Required LendersObligor.

Resignation; Successor Agent. Subject to the appointment and acceptance of a successor Agent as provided belowin this Section 8.09, Agent may resign at any time by giving at least 30 days written notice thereof to notifying the Lenders and BorrowerBorrowers. Upon receipt of any such noticeresignation, the Required Lenders shall have the right right, to appoint a successor Agent which satisfies the Successor Agent Requirements. If no successor shall have been so appointed by the Required Lenders and shall have accepted such appointment within thirty (30) days after the retiring Agent gives notice of its resignation, then the retiring Agent may, on behalf of the Lenders, appoint a successor Agent which shall be (a) a Lender bank or an Affiliate of a Lender; or (b) a commercial bank that is other financial institution organized under the laws of the United States or any state or district thereof, political subdivision which has a combined capital surplus branch, agency or representative office located in New York City, Boston, Washington D.C., Chicago, Dallas, San Francisco or Los Angeles and has total assets in excess of at least $200,000,000 and 500,000,000 (provided no Default or Event of Default exists) is reasonably acceptable to Borrower. If no successor agent is appointed prior to collectively, the effective date of the resignation of Agent, then “Successor Agent may appoint a successor agent from among Lenders or, if no Lender accepts such role, Agent may appoint Required Lenders as successor AgentRequirements”). Upon the acceptance of its appointment as Agent hereunder by a successor Agent of an appointment to serve as Agent hereunder, or upon appointment of Required Lenders as successor Agentsuccessor, such successor Agent shall thereupon succeed to and become vested with all the powers rights, powers, privileges and duties of the retiring Agent without further actAgent, and the retiring Agent shall be discharged from its duties and obligations hereunder but hereunder. The fees payable by Borrowers to a successor Agent shall continue be the same as those payable to have the benefits of the indemnification set forth its 117 predecessor unless otherwise agreed in Sections 12.6 writing between Borrowers and 14.2such successor. Notwithstanding any After Agent’s resignationresignation hereunder, the provisions of this Article VIII and Section 12 9.04 hereof shall continue in effect for the benefit of such retiring Agent, its benefit with sub-agents and their respective Related Parties in respect to of any actions taken or omitted to be taken by any of them while it while was acting as Agent. Any successor to Bank of America by merger or acquisition of stock or this loan shall continue to be Agent hereunder without further act on the part of the parties hereto, unless such successor resigns as provided above. If Agent has, or has a direct or indirect parent company that has, become the subject of an Insolvency Proceeding or taken any action in furtherance thereof, Agent shall resign at the request of Required Lenders.

Resignation; Successor Agent. Subject to the appointment and acceptance of a successor Agent as provided below, Agent may resign at any time by giving at least 30 days written notice thereof to Lenders and BorrowerBorrower Agent. Upon receipt of such notice, Required Lenders shall have the right to appoint a successor Agent which shall be (a) a U.S. Lender or an Affiliate of a U.S. Lender; or (b) a commercial bank that is organized under the laws of the United States or any state or district thereof, has a combined capital surplus of at least $200,000,000 and (provided no Default or Event of Default exists) is reasonably acceptable to BorrowerBorrower Agent. If no successor agent is appointed prior to the effective date of the resignation of Agent, then Agent may appoint a successor agent from among Lenders or, if no Lender accepts such role, Agent may appoint Required Lenders as successor Agent. Upon acceptance by a successor Agent of an appointment to serve as Agent hereunder, or upon appointment of Required Lenders as successor Agent, such successor Agent shall thereupon succeed to and become vested with all the powers and duties of the retiring Agent without further act, and the retiring Agent shall be discharged from its duties and obligations hereunder but shall continue to have the benefits of the indemnification set forth in Sections 12.6 and 14.2. Notwithstanding any Agent’s resignation, the provisions of this Section 12 shall continue in effect for its benefit with respect to any actions taken or omitted to be taken by it while Agent. Any successor to Bank of America by merger or acquisition of stock or this loan shall continue to be Agent hereunder without further act on the part of the parties hereto, unless such successor resigns as provided above. If Agent has, or has a direct or indirect parent company that has, become the subject of an Insolvency Proceeding or taken any action in furtherance thereof, Agent shall resign at the request of Required Lenders.

Resignation; Successor Agent. Subject to the appointment and acceptance of a successor Agent as provided below, any Agent may resign at any time by giving at least 30 327 1160299.01-CHISR1160299.03H-CHISR02A - MSW days written notice thereof to the other Agent, Lenders and Administrative Borrower. Upon receipt of such notice, Required Lenders shall have the right to appoint a successor Agent which shall be (a) a Lender or an Affiliate of a Lender; or (b) if no Lender or Affiliate of a Lender is willing to accept such position, a commercial bank that is organized under the laws of the United States or any state or district thereof, has a combined capital surplus of at least $200,000,000 and (provided no Default or Event of Default exists) is reasonably acceptable to Administrative Borrower. If no successor agent Agent is appointed prior to the effective date of the resignation of an Agent, then such Agent may appoint a successor agent from among Lenders or, if no Lender accepts such role, such Agent may appoint Required Lenders as successor Agentagent. Upon acceptance by a successor Agent of an appointment to serve as an Agent hereunder, or upon appointment of Required Lenders as successor Agent, such successor Agent shall thereupon succeed to and become vested with all the powers and duties of the retiring Agent without further act, and the retiring Agent shall be discharged from its duties and obligations hereunder in its capacity as such Agent, but shall continue to have the benefits of the indemnification set forth in Sections 12.6 10.05 and 14.211.03. Notwithstanding any Agent’s resignation, the provisions of this Section 12 10.07 shall continue in effect for its benefit with respect to any actions taken or omitted to be taken by it while Agent. Any successor to Bank of America Xxxxx Fargo by merger or acquisition of stock or this loan shall continue to be Administrative Agent and Collateral Agent hereunder without further act on the part of the parties hereto, unless such successor resigns as provided above. If Agent has, or has a direct or indirect parent company that has, become the subject of an Insolvency Proceeding or taken any action in furtherance thereof, Agent shall resign at the request of Required Lenders.

Resignation; Successor Agent. Subject to the appointment and acceptance of a successor Agent as provided below, Agent may resign at any time by giving at least 30 days written notice thereof to Lenders Xxxxxxx and the Administrative Borrower. Upon receipt of such noticea notice of resignation from Agent, Required Lenders shall have the right to appoint a successor Agent which shall be (a) a US Facility Lender or an Affiliate of a US Facility Lender; or (b) a commercial bank that is organized under the laws of the United States or any state or district thereof, has a combined capital surplus of at least $200,000,000 and (provided no Default or Event of Default exists) is reasonably acceptable to the Administrative Borrower. If no such successor agent is Agent shall have been so appointed prior by the Required Xxxxxxx and, to the effective date extent applicable, approved by the Administrative Borrower and shall have accepted such appointment within 30 days after the retiring Agent gives notices of its resignation (or such earlier day as shall be agreed by the Required Lenders) (the “Resignation Effective Date”), then the retiring Agent may (but shall not be obligated to), on behalf of the Lenders, appoint a successor Agent meeting the qualifications set forth above. Whether or not a successor has been appointed, such resignation of Agentshall nonetheless become effective in accordance with such notice on the Resignation Effective Date. In addition, if Agent shall become a Defaulting Lender, then Agent may be removed from its capacity as Agent hereunder upon the request of the Required Xxxxxxx and the Borrowers and by notice in writing to such Person. Upon delivery of a notice of removal to Agent, Required Lenders shall have the right to appoint a successor agent from among Lenders or, if Agent meeting the qualifications set forth above that is (provided no Lender accepts such role, Agent may appoint Required Lenders as successor AgentEvent of Default exists) reasonably acceptable to the Administrative Borrower. Upon acceptance by a successor Agent of an appointment to serve as Agent hereunder, or upon appointment of Required Lenders as successor Agent, If no such successor Agent shall thereupon succeed have been so appointed by the Required Lenders and, to the extent applicable, approved by the Administrative Borrower and become vested with all shall have accepted such appointment within 30 days after the powers and duties delivery of the retiring Agent without further actnotice of removal (or such earlier day as shall be agreed by the Required Lenders) (the “Removal Effective Date”), and then such removal shall nonetheless become effective in accordance with such notice on the Removal Effective Date. With effect from the Resignation Effective Date or the Removal Effective Date (as applicable) (i) the retiring or removed Agent shall be discharged from its duties and obligations hereunder but and under the other Loan Documents (except that in the case of any collateral security held by Agent on behalf of the Lenders or the Fronting Banks under any of the Loan Documents, the retiring or removed Agent shall continue to have hold such collateral security until such time as a successor Agent is appointed) and (ii) except for any indemnity payments owed to the benefits retiring or removed Agent, all payments, communications and determinations provided to be made by, to or through Agent shall instead be made by or to each Lender and each Fronting Bank directly, until such time, if any, as the Required Lenders appoint (and, to the extent applicable, the Administrative Borrower approves) a successor Agent as provided for above. Upon the acceptance of a successor’s appointment as Agent hereunder, such successor shall succeed to and become vested with all of the indemnification set forth in Sections 12.6 rights, powers, privileges and 14.2duties of the retiring or removed Agent (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 hereunder and under the other Loan Documents. Notwithstanding any After the retiring or removed Agent’s resignationresignation or removal hereunder and under the other Loan Documents, the provisions of this Section 12 11 and Section 13.2 shall continue in effect for the benefit of such retiring or removed Agent, its benefit with sub-agents and their respective Agent Indemnitees in respect to of any actions taken or omitted to be taken by it any of them while the retiring or removed Agent was acting as Agent. Any successor to Bank of America by merger or acquisition of stock or this loan shall continue to be Agent hereunder without further act on the part of the parties hereto, unless such successor resigns as provided above. If Agent has, or has a direct or indirect parent company that has, become the subject of an Insolvency Proceeding or taken any action in furtherance thereof, Agent shall resign at the request of Required Lenders.

Resignation; Successor Agent. Subject to the appointment and acceptance of a successor Administrative Agent as provided belowin this Section, the Administrative Agent may resign at any time by giving at least 30 days written notice thereof to Lenders notifying the Lenders, the Letter of Credit Issuer and the Borrower. The Administrative Agent may be removed as the Administrative Agent in the case of gross negligence or willful misconduct upon not less than 20 Business Days’ notice to the Administrative Agent and the Borrower from the Required Lenders. Upon receipt of any such noticeresignation or removal, the Required Lenders shall have the right right, in consultation with the Borrower, to appoint a successor Agent; provided that consultation with the Borrower shall not be required if an Event of Default shall have occurred and be continuing. If no successor Administrative Agent shall have been so appointed by the Required Lenders and shall have accepted such appointment within 30 days after the retiring Administrative Agent gives notice of its resignation, then the retiring Administrative Agent may, on behalf of the Lenders and the Letter of Credit Issuer, appoint a successor Agent which shall be (a) a Lender bank or an Affiliate of a Lender; or (b) a commercial bank that is organized under the laws of the United States or any state or district thereof, has a combined capital surplus of at least $200,000,000 and (provided no Default or Event of Default exists) is reasonably acceptable to Borrower. If no successor agent is appointed prior to the effective date of the resignation of Agent, then Agent may appoint a successor agent from among Lenders or, if no Lender accepts such role, Agent may appoint Required Lenders as successor Agentfinancial institution. Upon acceptance of its appointment as Administrative Agent hereunder by a successor Agent of an appointment to serve as Agent hereunder, or upon appointment of Required Lenders as successor Administrative Agent, such successor Administrative Agent shall thereupon succeed to and become vested with all the powers rights, powers, privileges and duties of the retiring Agent without further actAdministrative Agent, and the retiring Administrative Agent shall be discharged from its duties and obligations hereunder but hereunder. The fees payable by the Borrower to a successor Administrative Agent shall continue be the same as those payable to have its predecessor unless otherwise agreed by the benefits of the indemnification set forth in Sections 12.6 Borrower and 14.2such successor Administrative Agent. Notwithstanding After any retiring Administrative Agent’s resignationresignation or removal hereunder as Administrative Agent, the provisions of this Article and Section 12 9.03 shall continue in effect for the benefit of such retiring Administrative Agent, its benefit with sub-agents and their respective Related Parties in respect to of any actions taken or omitted to be taken by it any of them while Agent. Any successor to Bank of America by merger or acquisition of stock or this loan shall continue to be the retiring Agent hereunder without further act on the part of the parties hereto, unless such successor resigns was acting as provided above. If an Administrative Agent has, or has a direct or indirect parent company that has, become the subject of an Insolvency Proceeding or taken any action in furtherance thereof, Agent shall resign at the request of Required Lendershereunder.

Resignation; Successor Agent. Subject to the appointment and acceptance of a successor Agent as provided below, Any Agent may resign at any time by giving at least 30 days written notice thereof to the Lenders and Borrowerthe Borrower and may be removed at any time with or without cause by the Majority Lenders; provided, however, that any removal of the Administrative Agent will not be effective if there is no designated Onshore Collateral Agent or Offshore Collateral Agent. Upon receipt of any such noticeresignation or removal, Required the Majority Lenders shall have the right to appoint a successor Agent which shall be (a) a Lender or an Affiliate of a Lender; or (b) a commercial bank that is organized under the laws of the United States or any state or district thereof, has a combined capital surplus of at least $200,000,000 and (provided no Default or Event of Default exists) is reasonably acceptable to BorrowerAgent. If no successor agent is Agent shall have been so appointed prior to by the effective date Majority Lenders, and shall have accepted such appointment, within thirty (30) days after the retiring Agent’s giving of notice of resignation or the Majority Lenders’ removal of the resignation of retiring Agent, then the retiring Agent may may, on behalf of the Lenders, appoint a successor agent from among Lenders or, if no Lender accepts such role, Agent may appoint Required Lenders as successor Agent. Upon the acceptance of any appointment as Agent hereunder by a successor Agent and, in the case of an appointment to serve as a successor Onshore Collateral Agent hereunderor Offshore Collateral Agent, upon the execution and filing or recording of such financing statements, mortgages, agreements, or upon appointment amendments thereto, or other instruments or notices, as may be necessary or desirable, or as the Majority Lenders may request, in order to continue the perfection of Required Lenders as successor Agentthe Security granted or purported to be granted by the Security Agreements, such successor Agent shall thereupon succeed to and become vested with all the powers rights, powers, discretion, privileges and duties of the retiring Agent without further actAgent, and the retiring Agent shall be discharged from its duties and obligations hereunder but shall continue to have under the benefits Loan Documents. If within forty-five (45) days after written notice is given of the indemnification set forth in Sections 12.6 and 14.2. Notwithstanding any retiring Agent’s resignationresignation or removal under this Section no successor Agent shall have been appointed and shall have accepted such appointment, then on such 45th day (a) the retiring Agent’s resignation or removal shall become effective, (b) the retiring Agent shall thereupon be discharged from its duties and obligations under the Loan Documents and (c) the Lenders shall thereafter perform all duties of the retiring Agent under the Loan Documents until such time, if any, as the Majority Lenders appoint a successor Agent as provided above. After any retiring Agent’s resignation or removal hereunder as Agent, the provisions of this Section 12 shall continue in effect for inure to its benefit with respect as to any actions taken or omitted to be taken by it while Agent. Any successor to Bank of America by merger or acquisition of stock or this loan shall continue to be it was Agent hereunder without further act on under the part of the parties hereto, unless such successor resigns as provided above. If Agent has, or has a direct or indirect parent company that has, become the subject of an Insolvency Proceeding or taken any action in furtherance thereof, Agent shall resign at the request of Required LendersLoan Documents.

Resignation; Successor Agent. Subject to the appointment and acceptance of a successor Agent as provided below, Agent may resign at any time by giving at least 30 days written notice thereof to Lenders and BorrowerBorrowers. Upon receipt of such notice, Required Lenders shall have the right to may appoint a successor Agent to replace the resigning Agent, which successor shall be (a) a Lender or an Affiliate of a Lender; or (b) a commercial bank that is organized under the laws of the United States or any state or district thereof, has a combined capital surplus of at least $200,000,000 financial institution reasonably acceptable to Required Lenders and (provided no Default or Event of Default exists) is reasonably acceptable to BorrowerBorrowers. If no successor agent is appointed prior to the effective date of the resignation of Agent's resignation, then Agent may appoint a successor agent from among Lenders or, if that is a financial institution acceptable to it (which shall be a Lender unless no Lender accepts the role) or in the absence of such roleappointment, Agent may appoint Required Lenders as successor Agentshall on such date assume all rights and duties of Agent hereunder. Upon acceptance by a any successor Agent of an its appointment to serve as Agent hereunder, or upon appointment of Required Lenders as successor Agent, such successor Agent shall thereupon succeed to and become vested with all the powers and duties of the retiring Agent without further act. On the effective date of its resignation, and the retiring Agent shall be discharged from its duties and obligations hereunder but shall continue to have all rights and protections under the benefits of the indemnification set forth in Sections 12.6 and 14.2. Notwithstanding any Agent’s resignation, the provisions of this Section 12 shall continue in effect for its benefit Loan Documents with respect to any actions taken or omitted to be taken by it while Agent, including the indemnification set forth in Sections 12.6 and 14.2, and all rights and protections under this Section 12. Any successor to Bank of America by merger or acquisition of stock or this loan shall continue to be Agent hereunder without further act on the part of the parties hereto, unless such successor resigns as provided above. If Agent has, any Secured Party or has a direct or indirect parent company that has, become the subject of an Insolvency Proceeding or taken any action in furtherance thereof, Agent shall resign at the request of Required LendersObligor.

Resignation; Successor Agent. Subject to the appointment and acceptance of a successor Agent as provided below, Agent may resign at any time by giving at least 30 days written notice thereof to Lenders and BorrowerBorrowers. Upon receipt of such noticeIf Agent is a Defaulting Lender, Canadian Required Lenders shall have or U.S. Required Lenders, as applicable, may, to the right extent permitted by Applicable Law, remove such Agent by written notice to Borrowers and Agent. Required Lenders may appoint a successor Agent to replace the resigning or removed Agent, which successor shall be (a) a Lender or an Affiliate of a Lender; or (b) a commercial bank that is organized under the laws of the United States or any state or district thereof, has a combined capital surplus of at least $200,000,000 financial institution reasonably acceptable to Required Lenders and (provided no Default or Event of Default exists) is reasonably acceptable to BorrowerBorrowers. If no successor agent is appointed prior to the effective date of the Agent's resignation of Agentor removal, then Agent may appoint a successor agent from among Lenders or, if that is a financial institution acceptable to it (which shall be a Lender unless no Lender accepts the role) or in the absence of such roleappointment, Agent may appoint Required Lenders as successor Agentshall on such date assume all rights and duties of Agent hereunder. Upon acceptance by a any successor Agent of an its appointment to serve as Agent hereunder, or upon appointment of Required Lenders as successor Agent, such successor Agent shall thereupon succeed to and become vested with all the powers and duties of the retiring Agent without further act. On the effective date of its resignation or removal, and the retiring or removed Agent shall be discharged from its duties and obligations hereunder but shall continue to have all rights and protections under the benefits of the indemnification set forth in Sections 12.6 and 14.2. Notwithstanding any Agent’s resignation, the provisions of this Section 12 shall continue in effect for its benefit Loan Documents with respect to any actions taken or omitted to be taken by it while Agent, including the indemnification set forth in Sections 13.6 and 15.2, and all rights and protections under this Section 13. Any successor to Bank of America by merger merger, amalgamation or acquisition of 131 stock or this loan shall continue to be Agent hereunder without further act on the part of the parties hereto, unless such successor resigns as provided above. If Agent has, any Secured Party or has a direct or indirect parent company that has, become the subject of an Insolvency Proceeding or taken any action in furtherance thereof, Agent shall resign at the request of Required LendersObligor.

Resignation; Successor Agent. Subject to the appointment and acceptance of a successor Agent as provided below, Each Agent may resign as such at any time by giving upon at least 30 days written thirty (30) days’ prior notice thereof to the other Agent, the Lenders and the Borrower. The Required Lenders may remove any Agent by notice in writing to such Person. Upon receipt of any such noticeresignation or removal, the Required Lenders shall have the right to appoint a successor Agent with the consent of the Borrower (such consent not to be unreasonably withheld, delayed or conditioned and not required if a Default or Event of Default shall have occurred and be continuing) which shall be (a) a Lender bank or trust company with an office in the United States, or an Affiliate of any such bank or trust company with an office in the United States. If no successor shall have been so appointed by the Required Lenders and no successor shall have accepted such appointment within thirty (30) days after the retiring Agent gives notice of its resignation, then the retiring Agent may (but shall not be obligated to), on behalf of the Lenders, appoint a Lender; successor Agent, with the consent of the Borrower (such consent not to be unreasonably withheld, delayed or (b) conditioned and not required if a Default or Event of Default shall have occurred and be continuing), which successor shall be a commercial bank that is banking institution organized under the laws of the United States (or any state State thereof) or district thereofa United States branch or agency of a commercial banking institution, has a in each case, having combined capital and surplus of at least $200,000,000 50,000,000; provided that if such retiring Agent is unable to find a commercial banking institution that is willing to accept such appointment and which meets the qualifications set forth above, the retiring Agent’s resignation shall nevertheless thereupon become effective and the retiring (provided no Default or Event of Default existsretired) is reasonably acceptable to Borrower. If no successor agent is appointed prior to Agent shall be discharged from its duties and obligations under the effective date Loan Documents, and the Lenders shall assume and perform all of the resignation duties of Agentsuch Agent under the Loan Documents until such time, then Agent may if any, as the Required Lenders appoint a successor agent from among Lenders or, if no Lender accepts such role, Agent may appoint Required Lenders as successor Agent. Upon acceptance by a successor Agent of an appointment to serve as Agent hereunder, or upon appointment of Required Lenders as successor Agent, such successor Agent shall thereupon succeed to and become vested with all the powers and duties of After the retiring Agent without further act, and Agent’s resignation or removal hereunder (1) the retiring or removed Agent shall be discharged from its duties and obligations hereunder but and under the other Loan Documents (except that in the case of any collateral security held by the Collateral Agent on behalf of the Secured Parties under any of the Loan Documents, the retiring or removed Collateral Agent shall continue to have the benefits of the indemnification set forth in Sections 12.6 and 14.2. Notwithstanding any Agent’s resignation, the provisions of this Section 12 shall continue in effect for its benefit with respect to any actions taken or omitted to be taken by it while Agent. Any successor to Bank of America by merger or acquisition of stock or this loan shall continue to be Agent hereunder without further act on the part of the parties hereto, unless hold such successor resigns as provided above. If Agent has, or has a direct or indirect parent company that has, become the subject of an Insolvency Proceeding or taken any action in furtherance thereof, Agent shall resign at the request of Required Lenders.collateral

Resignation; Successor Agent. Subject to the appointment and acceptance of a successor Agent as provided below, Agent may resign at any time by giving at least 30 days written notice thereof to Lenders Xxxxxxx and BorrowerBorrowers. Upon receipt of such noticeIf Agent is a Defaulting Lender, Canadian Required Lenders shall have or U.S. Required Lenders, as applicable, may, to the right extent permitted by Applicable Law, remove such Agent by written notice to Borrowers and Agent. Required Xxxxxxx may appoint a successor Agent to replace the resigning or removed Agent, which successor shall be (a) a Lender or an Affiliate of a Lender; or (b) a commercial bank that is organized under the laws of the United States or any state or district thereof, has a combined capital surplus of at least $200,000,000 financial institution reasonably acceptable to Required Lenders and (provided no Default or Event of Default exists) is reasonably acceptable to BorrowerBorrowers. If no successor agent is appointed prior to the effective date of the Agent’s resignation of Agentor removal, then Agent may appoint a successor agent from among Lenders or, if that is a financial institution acceptable to it (which shall be a Lender unless no Lender accepts the role) or in the absence of such roleappointment, Agent may appoint Required Lenders as successor Agentshall on such date assume all rights and duties of Agent hereunder. Upon acceptance by a any successor Agent of an its appointment to serve as Agent hereunder, or upon appointment of Required Lenders as successor Agent, such successor Agent shall thereupon succeed to and become vested with all the powers and duties of the retiring Agent without further act. On the effective date of its resignation or removal, and the retiring or removed Agent shall be discharged from its duties and obligations hereunder but shall continue to have all rights and protections under the benefits of the indemnification set forth in Sections 12.6 and 14.2. Notwithstanding any Agent’s resignation, the provisions of this Section 12 shall continue in effect for its benefit Loan Documents with respect to any actions taken or omitted to be taken by it while Agent, including the indemnification set forth in Sections 13.6 and 15.2, and all rights and protections under this Section 13. Any successor to Bank of America by merger merger, amalgamation or acquisition of stock or this loan shall continue to be Agent hereunder without further act on the part of the parties hereto, unless such successor resigns as provided above. If Agent has, any Secured Party or has a direct or indirect parent company that has, become the subject of an Insolvency Proceeding or taken any action in furtherance thereof, Agent shall resign at the request of Required LendersObligor.

Resignation; Successor Agent. Subject to the appointment and acceptance of a successor Agent as provided below, Agent may resign at any time by giving at least 30 days written notice thereof to Lenders and BorrowerBorrower Agent. Upon receipt of such notice, Required Lenders shall have the right to may appoint a successor Agent to replace the resigning Agent, which successor shall be (a) a U.S. Lender or an Affiliate of a U.S. Lender; or (b) a commercial bank that is organized under the laws of the United States or any state or district thereof, has a combined capital surplus of at least $200,000,000 financial institution reasonably acceptable to Required Lenders and (provided no Default or Event of Default exists) is reasonably acceptable to BorrowerBorrower Agent. If no successor agent is appointed prior to the effective date of the resignation of Agent’s resignation, then Agent may appoint a successor agent from among Lenders or, if that is a financial institution acceptable to it (which shall be a Lender unless no Lender accepts the role) or in the absence of such roleappointment, Agent may appoint Required Lenders as successor Agentshall on such date assume all rights and duties of Agent hereunder. Upon acceptance by a any successor Agent of an its appointment to serve as Agent hereunder, or upon appointment of Required Lenders as successor Agent, such successor Agent shall thereupon succeed to and become vested with all the powers and duties of the retiring Agent without further act. On the effective date of its resignation, and the retiring Agent shall be discharged from its duties and obligations hereunder but shall continue to have all rights and protections under the benefits of the indemnification set forth in Sections 12.6 and 14.2. Notwithstanding any Agent’s resignation, the provisions of this Section 12 shall continue in effect for its benefit Loan Documents with respect to any actions taken or omitted to be taken by it while Agent, including the indemnification set forth in Sections 12.6 and 14.2, and all rights and protections under this Section 12. Any successor to Bank of America by merger or acquisition of stock or this loan shall continue to be Agent hereunder without further act on the part of the parties hereto, unless such successor resigns as provided above. If Agent has, any Secured Party or has a direct or indirect parent company that has, become the subject of an Insolvency Proceeding or taken any action in furtherance thereof, Agent shall resign at the request of Required LendersObligor.

Resignation; Successor Agent. Subject to the appointment and acceptance of a successor Agent as provided below, Agent may resign at any time by giving at least 30 thirty (30) days written notice thereof to Lenders Lxxxxxx and BorrowerBxxxxxxx. Upon receipt of such notice, Required Lenders shall have the right to may appoint a successor Agent which shall be that is (a) a Lender or an Affiliate of a Lender; or (b) a commercial bank that is organized under the laws of the United States or any state or district thereof, has a combined capital surplus of at least $200,000,000 financial institution reasonably acceptable to Required Lenders and (provided no Default or Event of Default exists) is reasonably acceptable to Borrower. If no successor agent is appointed prior to by the effective date of the resignation of Agent’s resignation, then on such date, Agent may appoint a successor agent from among Lenders or, if acceptable to it in its discretion (which shall be a Lender unless no Lender accepts the role) or, in the absence of such roleappointment, Agent may appoint Required Lenders as successor DM3\8972795.2 shall automatically assume all rights and duties of Agent. Upon acceptance by a successor Agent of an appointment to serve as Agent hereunder, or upon appointment of Required Lenders as successor Agent, such The successor Agent shall thereupon succeed to and become vested with all the powers and duties of the retiring Agent without further act, and the . The retiring Agent shall be discharged from its duties and obligations hereunder on the effective date of its resignation, but shall continue to have all rights and protections available to Agent under the benefits Loan Documents with respect to actions, omissions, circumstances or Claims relating to or arising while it was acting or transferring responsibilities as Agent or holding any Collateral on behalf of the Secured Parties, including indemnification set forth in under Sections 12.6 and 14.2. Notwithstanding any Agent’s resignation, the provisions of and all rights and protections under this Section 12 shall continue in effect for its benefit with respect to any actions taken or omitted to be taken by it while Agent12. Any successor to Signature Bank of America by merger or acquisition of stock or this loan shall continue to be Agent hereunder without further act on the part of the parties hereto, unless such successor resigns as provided above. If Agent has, any Secured Party or has a direct or indirect parent company that has, become the subject of an Insolvency Proceeding or taken any action in furtherance thereof, Agent shall resign at the request of Required LendersObligor.

Resignation; Successor Agent. Subject to the appointment and acceptance of a successor Agent as provided below, the Agent may resign at any time by giving at least 30 thirty (30) days written notice thereof to the Lenders and Borrowerthe Loan Party Agent. Upon receipt of such notice, Required Lenders shall have the right to appoint a successor Agent which shall be (a) a U.S. Lender or an Affiliate of a U.S. Lender; or (b) a commercial bank or other financial institution that is organized under the laws of the United States or any state or district thereof, has a combined capital surplus of at least $200,000,000 and (provided no Default or Event of Default exists) is reasonably acceptable to Borrowerthe Loan Party Agent. If no successor agent Agent is appointed prior to the effective date of the resignation of the Agent, then the Agent may appoint a successor agent Agent from among Lenders orthe Lenders. Until a successor Agent has been appointed, if no Lender accepts such role, the resignation of the Agent may appoint Required Lenders as successor Agentshall not become effective. Upon acceptance by a successor Agent of an appointment to serve as the Agent hereunder, or upon appointment of Required Lenders as successor Agent, such successor Agent shall thereupon succeed to and become vested with all the powers and duties of the retiring Agent without further act, and the retiring Agent shall be discharged from its duties and obligations hereunder but shall continue to have the benefits of the indemnification set forth in Sections 12.6 and 14.2. Notwithstanding any Agent’s resignation, the provisions of this Section 12 shall continue in effect for its benefit with respect to any actions taken or omitted to be taken by it while the Agent. Any successor to Bank of America by merger or acquisition of stock or this loan shall continue to be the Agent hereunder without further act on the part of the parties hereto, unless such successor resigns as provided above. If Agent has, or has a direct or indirect parent company that has, become the subject of an Insolvency Proceeding or taken any action in furtherance thereof, Agent shall resign at the request of Required Lenders.

Resignation; Successor Agent. Subject to the appointment and acceptance of a successor Agent as provided below, Agent may resign at any time by giving at least 30 days written notice thereof to Lenders and the Administrative Borrower. Upon receipt of such noticea notice of resignation from Agent, Required Lenders shall have the right to appoint a successor Agent which shall be (a) a US Facility Lender or an Affiliate of a US Facility Lender; or (b) a commercial bank that is organized under the laws of the United States or any state or district thereof, has a combined capital surplus of at least $200,000,000 and (provided no Default or Event of Default exists) is reasonably acceptable to the Administrative Borrower. If no such successor agent is Agent shall have been so appointed prior by the Required Lenders and, to the effective date extent applicable, approved by the Administrative Borrower and shall have accepted such appointment within 30 days after the retiring Agent gives notices of its resignation (or such earlier day as shall be agreed by the Required Lenders) (the “Resignation Effective Date”), then the retiring Agent may (but shall not be obligated to), on behalf of the Lenders, appoint a successor Agent meeting the qualifications set forth above. Whether or not a successor has been appointed, such resignation of Agentshall nonetheless become effective in accordance with such notice on the Resignation Effective Date. In addition, if Agent shall become a Defaulting Lender, then Agent may be removed from its capacity as Agent hereunder upon the request of the Required Lenders and the Borrowers and by notice in writing to such Person. Upon delivery of a notice of removal to Agent, Required Lenders shall have the right to appoint a successor agent from among Lenders or, if Agent meeting the qualifications set forth above that is (provided no Lender accepts such role, Agent may appoint Required Lenders as successor AgentEvent of Default exists) reasonably acceptable to the Administrative Borrower. Upon acceptance by a successor Agent of an appointment to serve as Agent hereunder, or upon appointment of Required Lenders as successor Agent, If no such successor Agent shall thereupon succeed have been so appointed by the Required Lenders and, to the extent applicable, approved by the Administrative Borrower and become vested with all shall have accepted such appointment within 30 days after the powers and duties delivery of the retiring Agent without further actnotice of removal (or such earlier day as shall be agreed by the Required Lenders) (the “Removal Effective Date”), and then such removal shall nonetheless become effective in accordance with such notice on the Removal Effective Date. With effect from the Resignation Effective Date or the Removal Effective Date (as applicable) (i) the retiring or removed Agent shall be discharged from its duties and obligations hereunder but and under the other Loan Documents (except that in the case of any collateral security held by Agent on behalf of the Lenders or the Fronting Banks under any of the Loan Documents, the retiring or removed Agent shall continue to have hold such collateral security until such time as a successor Agent is appointed) and (ii) except for any indemnity payments owed to the benefits retiring or removed Agent, all payments, communications and determinations provided to be made by, to or through Agent shall instead be made by or to each Lender and each Fronting Bank directly, until such time, if any, as the Required Lenders appoint (and, to the extent applicable, the Administrative Borrower approves) a successor Agent as provided for above. Upon the acceptance of a successor’s appointment as Agent hereunder, such successor shall succeed to and become vested with all of the indemnification set forth in Sections 12.6 rights, powers, privileges and 14.2duties of the retiring or removed Agent (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 hereunder and under the other Loan Documents. Notwithstanding any After the retiring or removed Agent’s resignationresignation or removal hereunder and under the other Loan Documents, the provisions of this Section 12 11 and Section 13.2 shall continue in effect for the benefit of such retiring or removed Agent, its benefit with sub-agents and their respective Agent Indemnitees in respect to of any actions taken or omitted to be taken by it any of them while the retiring or removed Agent was acting as Agent. Any successor to Bank of America by merger or acquisition of stock or this loan shall continue to be Agent hereunder without further act on the part of the parties hereto, unless such successor resigns as provided above. If Agent has, or has a direct or indirect parent company that has, become the subject of an Insolvency Proceeding or taken any action in furtherance thereof, Agent shall resign at the request of Required Lenders.233

Resignation; Successor Agent. Subject to the appointment and acceptance of a successor Agent as provided below, Agent may resign at any time by giving at least 30 thirty (30) days prior written notice thereof to Lenders Banks and Borrower. Upon receipt of such notice, Required Lenders the Majority Bank shall have the right to appoint a successor Agent which shall be (ai) a Lender Bank or an Affiliate affiliate of a Lender; Bank or (bii) a commercial bank that is organized under the laws of the United States or any state or district thereof, has a combined capital surplus of at least $200,000,000 200,000,000, and (provided no Default or Event of Default exists) is reasonably acceptable to Borrower. If no successor agent is appointed prior to the effective date of the resignation of Agent, then Agent may appoint a successor agent meeting the qualifications set forth above, provided that if Agent shall notify Borrower and Banks that no qualifying Person has accepted such appointment, then such resignation shall nonetheless become effective in accordance with such notice and (1) the retiring Agent shall be discharged from among Lenders orits duties and obligations hereunder and under the other Loan Documents (except that in the case of any collateral security held by Agent on behalf of the Banks under any of the Loan Documents the retiring Agent shall continue to hold such collateral security until such time as a successor Agent is appointed) and (2) all payments, if no Lender accepts communications, and determinations provided to be made by, to or through Agent shall instead be made by or to each Bank directly, until such role, time as the Majority Banks appoint a successor Agent may appoint Required Lenders as successor Agentprovided for above in this paragraph. Upon acceptance by a successor Agent of an appointment to serve as Agent hereunder, or upon appointment of Required Lenders as successor Agent, such successor Agent shall thereupon succeed to and become vested with all the powers and duties of the retiring Agent without further act, and the retiring Agent shall be discharged from its duties and obligations hereunder under the Loan Documents (if not already discharged therefrom as provided above in this paragraph) but shall continue to have the benefits of the indemnification set forth in Sections 12.6 and 14.2Section 8.5. Notwithstanding any Agent’s resignation, the provisions of this Section 12 8 shall continue in effect for its benefit with respect to any actions taken or omitted to be taken by it while Agent. Any successor to Bank of America WachoviaWells Fargo Bank, National Association, by merger or acquisition of stock Equity Interests or this loan its Loans hereunder shall continue to be Agent hereunder without further act on the part of the parties hereto, unless such successor resigns as provided above. If Agent has, or has a direct or indirect parent company that has, become the subject of an Insolvency Proceeding or taken any action in furtherance thereof, Agent shall resign at the request of Required Lenders.

Resignation; Successor Agent. Subject to the appointment and acceptance of a successor Agent as provided below, Agent may resign at any time by giving at least 30 days written notice thereof to Lenders and BorrowerBorrowers (and any such resignation by Agent shall also constitute its resignation as Security Trustee). Upon receipt of such notice, Required Lenders shall have the right to appoint a successor Agent (and any such appointment shall also constitute appointment of the successor Agent as the successor Security Trustee) which shall be (a) a Lender or an Affiliate of a Lender; or (b) a commercial bank that is organized under the laws of the United States or any state or district thereof, has a combined capital surplus of at least $200,000,000 and (provided no Default or Event of Default exists) is reasonably acceptable to BorrowerBorrowers. If, at the time that Agent’s resignation is effective, it is acting as an Issuing Bank, such resignation shall also operate to effectuate its resignation as an Issuing Bank and it shall automatically be relieved of any further obligation to issue Letters of Credit or to cause the Underlying Issuer to issue Letters of Credit. If no successor agent Agent is appointed prior to the effective date of the resignation of Agent, then Agent may appoint a successor agent Agent (and successor Security Trustee) from among Lenders or, if no Lender accepts such role, Agent may appoint Required Lenders as successor AgentLenders. Upon acceptance by a successor Agent (and successor Security Trustee) of an appointment to serve as Agent (and Security Trustee) hereunder, or upon appointment of Required Lenders as successor Agent, such successor Agent (and successor Security Trustee) shall thereupon succeed to and become vested with all the powers and duties of the retiring Agent (and retiring Security Trustee) without further act, and the retiring Agent (and retiring Security Trustee) shall be discharged from its duties and obligations hereunder but shall continue to have the benefits of the indemnification set forth in Sections 12.6 and 14.2. Notwithstanding any Agent’s (or Security Trustee’s) resignation, the provisions of this Section 12 shall continue in effect for its benefit with respect to any actions taken or omitted to be taken by it while AgentAgent (or Security Trustee). Any successor to Bank of America by merger or acquisition of stock or this loan shall continue to be Agent (and Security Trustee) hereunder without further act on the part of the parties hereto, unless such successor resigns as provided above. If Agent has, or has a direct or indirect parent company that has, become the subject of an Insolvency Proceeding or taken any action in furtherance thereof, Agent shall resign at the request of Required Lenders.

Resignation; Successor Agent. Subject to the appointment and acceptance of a successor Agent as provided below, Agent may resign at any time by giving at least 30 days written notice thereof to Lenders and BorrowerBorrowers. Upon receipt of such notice, Required Lenders shall have the right to may appoint a successor Agent which shall be that is (a) a Lender or an Affiliate of a Lender; or (b) a commercial bank that is organized under the laws of the United States or any state or district thereof, has a combined capital surplus of at least $200,000,000 financial institution reasonably acceptable to Required Lenders and (provided no Default or Event of Default exists) is reasonably acceptable to BorrowerBorrowers. If no successor agent is appointed prior to by the effective date of the resignation of Agent’s resignation, then on such date, Agent may may, appoint a successor agent from among Lenders or, if acceptable to it in its discretion (which shall be a Lender unless no Lender accepts the role) or, in the absence of such roleappointment, Agent may appoint Required Lenders as successor shall automatically assume all rights and duties of Agent. Upon acceptance by a successor Agent of an appointment to serve as Agent hereunder, or upon appointment of Required Lenders as successor Agent, such The successor Agent shall thereupon succeed to and become vested with all the powers and duties of the retiring Agent without further act, and the . The retiring Agent shall be discharged from its duties and obligations hereunder on the effective date of its resignation, but shall continue to have all rights and protections available to Agent under the benefits Loan Documents with respect to actions, omissions, circumstances or Claims relating to or arising while it was acting or transferring responsibilities as Agent or holding any Collateral on behalf of the Secured Parties, including indemnification set forth in under Sections 12.6 and 14.2. Notwithstanding any Agent’s resignation, the provisions of and all rights and protections under this Section 12 shall continue in effect for its benefit with respect to any actions taken or omitted to be taken by it while Agent12. Any successor to Bank of America by merger or acquisition of stock or this loan shall continue to be Agent hereunder without further act on the part of the parties hereto, unless such successor resigns as provided aboveany Secured Party or Obligor. If Agent has, or has a direct or indirect parent company that has, become the subject of an Insolvency Proceeding or taken any action in furtherance thereof, Agent shall resign at the request of Required Lenders.133315237_8

Resignation; Successor Agent. Subject to the appointment and acceptance of a successor Agent as provided below, Agent may resign at any time by giving at least 30 days written notice thereof to Lenders and BorrowerBorrower Agent. Upon receipt of such notice, Required Lenders shall have the right to appoint a successor Agent which shall be (a) a U.S. Lender or an Affiliate of a U.S. Lender; or (b) a commercial bank that is organized under the laws of the United States or any state or district thereof, has a combined capital surplus of at least $200,000,000 and (provided no Default or Event of Default exists) is reasonably acceptable to BorrowerBorrower Agent. If no successor agent is appointed prior to the effective date of the resignation of Agent, then Agent may appoint a successor agent from among Lenders or, if no Lender accepts such role, Agent may appoint Required Lenders as successor Agent. Upon acceptance by a successor Agent of an appointment to serve as Agent hereunder, or upon appointment of Required Lenders as successor Agent, such successor Agent shall thereupon succeed to and become vested with all the powers and duties of the retiring Agent (including as security trustee of Secured Parties under the U.K. Security Agreements) without further act, and the retiring Agent shall be discharged from its duties and obligations hereunder but shall continue to have the benefits of the indemnification set forth in Sections 12.6 and 14.2. 155 Notwithstanding any Agent’s resignation, the provisions of this Section 12 shall continue in effect for its benefit with respect to any actions taken or omitted to be taken by it while Agent. Any successor to Bank of America by merger or acquisition of stock or this loan shall continue to be Agent (including as security trustee of Secured Parties under the U.K. Security Agreements) hereunder without further act on the part of the parties hereto, unless such successor resigns as provided above. If Agent has, or has a direct or indirect parent company that has, become the subject of an Insolvency Proceeding or taken any action in furtherance thereof, Agent shall resign at the request of Required Lenders.

Resignation; Successor Agent. Subject to the appointment and acceptance of a successor Agent as provided below, Agent may resign at any time by giving at least 30 days written notice thereof to Lenders and BorrowerBorrowers. Upon receipt of such notice, Required Lenders shall have the right to appoint a successor Agent which shall be (a) a Lender or an Affiliate of a Lender; or (b) a commercial bank that is organized under the laws of the United States or any state or district thereof, has a combined capital surplus of at least $200,000,000 financial institution reasonably acceptable to Required Lenders and (provided no Default or Event of Default exists) is reasonably acceptable to BorrowerBorrowers. If no successor agent is appointed prior to by the effective date of the resignation of Agent’s resignation, then on such date Agent may appoint a successor agent from among Lenders orthat is a financial institution acceptable to it, if which shall be a Lender unless no Lender accepts such the role, Agent may appoint or, in the absence of such appointment, Required Lenders as successor shall automatically assume all rights and duties of Agent. Upon acceptance by a successor Agent of an its appointment to serve as Agent hereunder, or upon appointment of Required Lenders as successor Agent, such successor Agent shall thereupon succeed to and become vested with all the powers and duties of the retiring Agent without further act, and the . The retiring Agent shall be discharged from its duties and obligations hereunder on the effective date of its resignation, but shall continue to have all rights and protections available to Agent under the benefits Loan Documents with respect to actions, omissions, circumstances or Claims relating to or arising while it was acting or transferring responsibilities as Agent or holding any Collateral on behalf of the Secured Parties, including indemnification set forth in under Sections 12.6 and 14.2. Notwithstanding any Agent’s resignation, the provisions of 15.2 and all rights and protections under this Section 12 shall continue in effect for its benefit with respect to any actions taken or omitted to be taken by it while Agent12. Any successor to Bank of America by merger or acquisition of stock or this loan shall continue to be Agent hereunder without further act on the part of the parties hereto, unless such successor resigns as provided above. If Agent has, any Secured Party or has a direct or indirect parent company that has, become the subject of an Insolvency Proceeding or taken any action in furtherance thereof, Agent shall resign at the request of Required LendersObligor.

Resignation; Successor Agent. Subject to the appointment and acceptance of a successor Agent as provided below, Agent may resign at any time by giving at least 30 days written notice thereof to Lenders and BorrowerBorrowers. Upon receipt If Agent is a Defaulting Lender under clause (d) of such noticethe definition thereof, Required Lenders shall have may, to the right extent permitted by Applicable Law, remove such Agent by written notice to Borrowers and Agent. Required Lenders may appoint a successor Agent to replace the resigning or removed Agent, which successor shall be (a) a U.S. Lender or an Affiliate of a U.S. Lender; or (b) a commercial bank that is organized under the laws of the United States or any state or district thereof, has a combined capital surplus of at least $200,000,000 financial institution reasonably acceptable to Required Lenders and (provided no Default or Event of Default exists) is in the case of clauses (a) and (b), reasonably acceptable to BorrowerBorrowers. If no successor agent is appointed prior to the effective date of the Agent’s resignation of Agentor removal, then Agent may (in consultation with the Borrower Agent) appoint a successor agent from among Lenders or, if that is a 129 US-DOCS\123034949.14 financial institution acceptable to it (which shall be a Lender unless no Lender accepts the role) or in the absence of such roleappointment, Agent may appoint Required Lenders as successor Agentshall automatically on such date assume all rights and duties of Agent hereunder. Upon acceptance by a any successor Agent of an its appointment to serve as Agent hereunder, or upon appointment of Required Lenders as successor Agent, such successor Agent shall thereupon succeed to and become vested with all the powers and duties of the retiring Agent without further act. On the effective date of its resignation or removal, and the retiring or removed Agent shall be discharged from its duties and obligations hereunder but shall continue to have all rights and protections under the benefits Loan Documents with respect to actions taken or omitted to be taken by it (i) while Agent and (ii) after such resignation or removal for as long as the retiring or removed Agent continues to act in any capacity hereunder or under the other Loan Documents, including (A) acting as 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, including the indemnification set forth in Sections 12.6 and 14.2. Notwithstanding any Agent’s resignation, the provisions of and all rights and protections under this Section 12 shall continue in effect for its benefit with respect to any actions taken or omitted to be taken by it while Agent12. Any successor to Bank of America by merger or acquisition of stock or this loan shall continue to be Agent hereunder without further act on the part of the parties hereto, unless such successor resigns as provided above. If Agent has, any Secured Party or has a direct or indirect parent company that has, become the subject of an Insolvency Proceeding or taken any action in furtherance thereof, Agent shall resign at the request of Required LendersObligor.

Resignation; Successor Agent. Subject to the appointment and acceptance of a successor Agent as provided below, Agent may resign at any time by giving at least 30 thirty (30) days written notice thereof to Lenders and BorrowerAdministrative Borrower (the date of resignation elected by Agent subject to the notice requirements set forth herein, the “Resignation Effective Date”). Upon receipt of such notice, Required Lenders shall have the right to appoint a successor Agent which shall be (arr) a Lender or an Affiliate of a Lender; or (bss) a commercial bank that is organized under the laws of the United States or any state or district thereof, has a combined capital surplus of at least $200,000,000 and (provided no Default or Event of Default existsexists under Sections 11.1(a) or (j)) is reasonably acceptable to Administrative Borrower. If no successor agent is appointed prior to the effective date of the resignation of Agent, then Agent may (but shall not be obligated to) appoint a successor agent from among Lenders orwhich successor (provided no Event of Default exists under Sections 11.1(a) or (j)) shall be reasonably acceptable to Administrative Borrower. Whether or not a successor has been appointed, if no Lender accepts such role, Agent may appoint Required Lenders as successor Agentresignation shall become effective in accordance with such notice on the Resignation Effective Date. Upon acceptance by a successor Agent of an appointment to serve as Agent hereunder, or upon appointment of Required Lenders as successor Agent, such successor Agent shall thereupon succeed to and become vested with all the powers and duties of the retiring Agent without further act, and the retiring Agent shall be discharged from its duties and obligations hereunder but shall continue to have the benefits of the indemnification expressly set forth in Sections 12.6 and 14.215.2. Notwithstanding any Agent’s resignation, the provisions of this Section 12 shall continue in effect for its benefit with respect to any actions taken or omitted to be taken by it while AgentAgent and such Agent shall continue to be subject to the confidentiality obligations set forth in Section 15.11. Any successor to Bank of America by merger or acquisition of the stock or this loan assets of RBS shall continue to be Agent hereunder without further act on the part of the parties hereto, unless such successor resigns as provided above. If Agent has, or has a direct or indirect parent company that has, become the subject of an Insolvency Proceeding or taken any action in furtherance thereof, Agent shall resign at the request of Required Lenders.

Resignation; Successor Agent. Subject to the appointment and acceptance of a successor Agent as provided below, Agent may resign at any time by giving at least 30 days days’ written notice thereof to Lenders Xxxxxxx and BorrowerBorrowers. Upon receipt of such notice, Required Lenders shall have the right to may appoint a successor Agent which shall be that is (a) a Lender or an Affiliate of a Lender; or (b) a commercial bank that is organized under the laws of the United States or any state or district thereof, has a combined capital surplus of at least $200,000,000 financial institution reasonably acceptable to Required Lenders and (provided no Default or Event of Default exists) is reasonably acceptable to BorrowerBorrowers. If no successor agent is appointed prior to by the effective date of the resignation of Agent's resignation, then on such date, Agent may appoint a successor agent from among Lenders or, if acceptable to it in its discretion (which shall be a Lender unless no Lender accepts the role) or, in the absence of such roleappointment, Agent may appoint Required Lenders as successor shall automatically assume all rights and duties of Agent. Upon acceptance by a successor Agent of an appointment to serve as Agent hereunder, or upon appointment of Required Lenders as successor Agent, such The successor Agent shall thereupon succeed to and become vested with all the powers and duties of the retiring Agent without further act, and the . The retiring Agent shall be discharged from its duties and obligations hereunder on the effective date of its resignation, but shall continue to have all rights and protections available to Agent under the benefits Loan Documents with respect to actions, omissions, circumstances or Claims relating to or arising while it was acting or transferring responsibilities as Agent or holding any Collateral on behalf of Secured Parties, including the indemnification set forth in Sections 12.6 and 14.2. Notwithstanding any Agent’s resignation, the provisions of and all rights and protections under this Section 12 shall continue in effect for its benefit with respect to any actions taken or omitted to be taken by it while Agent12. Any successor to Bank of America by merger or acquisition of stock or this loan shall continue to be Agent hereunder without further act on the part of the parties hereto, unless such successor resigns as provided above. If Agent has, any Secured Party or has a direct or indirect parent company that has, become the subject of an Insolvency Proceeding or taken any action in furtherance thereof, Agent shall resign at the request of Required LendersObligor.

Resignation; Successor Agent. Subject to the appointment and acceptance of a successor Agent as provided below, Agent may resign at any time by giving at least 30 days written notice thereof to Lenders and BorrowerBorrowers. Upon receipt of such notice, Required Lenders shall have the right to may appoint a successor Agent which shall be that is (a) a Lender or an Affiliate of a Lender; or (b) a commercial bank that is organized under the laws of the United States or any state or district thereof, has a combined capital surplus of at least $200,000,000 financial institution reasonably acceptable to Required Lenders and (provided no Default or Event of Default exists) is reasonably acceptable to BorrowerBorrowers. If no successor agent is appointed prior to by the effective date of the resignation of Agent’s resignation, then on such date, Agent may appoint a successor agent from among Lenders or, if reasonably acceptable to it in its discretion (which shall be a Lender unless no Lender accepts such role, Agent may appoint the role or a financial institution reasonably acceptable to Required Lenders as successor and (provided no Default or Event of Default exists) Borrowers) or, in the absence of such appointment, Required Lenders shall automatically assume all rights and duties of Agent. Upon acceptance by a successor Agent of an appointment to serve as Agent hereunder, or upon appointment of Required Lenders as successor Agent, such The successor Agent shall thereupon succeed to and become vested with all the powers and duties of the retiring Agent without further act, and the . The retiring Agent shall be discharged from its duties and obligations hereunder on the effective date of its resignation, but shall continue to have all rights and protections available to Agent under the benefits Loan Documents with respect to actions, omissions, circumstances or Claims relating to or arising while it was acting or transferring responsibilities as Agent or holding any Collateral on behalf of Secured Parties, including the indemnification set forth in Sections 12.6 and 14.2. Notwithstanding any Agent’s resignation, the provisions of and all rights and protections under this Section 12 shall continue in effect for its benefit with respect to any actions taken or omitted to be taken by it while Agent12. Any successor to Bank of America XXX by merger or acquisition of stock or this loan shall continue to be Agent hereunder without further act on the part of the parties hereto, unless such successor resigns as provided above. If Agent has, any Secured Party or has a direct or indirect parent company that has, become the subject of an Insolvency Proceeding or taken any action in furtherance thereof, Agent shall resign at the request of Required LendersObligor.

Resignation; Successor Agent. Subject to the appointment and acceptance of a successor Agent as provided below, Agent may resign at any time by giving at least 30 days written notice thereof to Lenders and the Administrative Borrower. Upon receipt of such noticea notice of resignation from Agent, Required Lenders shall have the right to appoint a successor Agent which shall be (a) a U.S. Revolver Lender or an Affiliate of a U.S. Revolver Lender; or (b) a commercial bank that is organized under the laws of the United States or any state or district thereof, has a combined capital surplus of at least $200,000,000 and (provided no Default or Event of Default exists) is reasonably acceptable to the Administrative Borrower. If no such successor agent is Agent shall have been so appointed prior by the Required Lenders and, to the effective date extent applicable, approved by the Administrative Borrower and shall have accepted such appointment within 30 days after the retiring Agent gives notices of its resignation (or such earlier day as shall be agreed by the Required Lenders) (the “Resignation Effective Date”), then the retiring Agent may (but shall not be obligated to), on behalf of the Lenders, appoint a successor Agent meeting the qualifications set forth above. Whether or not a successor has been appointed, such resignation of Agentshall nonetheless become effective in accordance with such notice on the Resignation Effective Date. In addition, if Agent shall become a Defaulting Lender, then Agent may be removed from its capacity as Agent hereunder upon the request of the Required Lenders and the Borrowers and by notice in writing to such Person. Upon delivery of a notice of removal to Agent, Required Lenders shall have the right to appoint a successor agent from among Lenders or, if Agent meeting the qualifications set forth above that is (provided no Lender accepts such role, Agent may appoint Required Lenders as successor AgentEvent of Default exists) reasonably acceptable to the Administrative Borrower. Upon acceptance by a successor Agent of an appointment to serve as Agent hereunder, or upon appointment of Required Lenders as successor Agent, If no such successor Agent shall thereupon succeed have been so appointed by the Required Lenders and, to the extent applicable, approved by the Administrative Borrower and become vested with all shall have accepted such appointment within 30 days after the powers and duties delivery of the retiring Agent without further actnotice of removal (or such earlier day as shall be agreed by the Required Lenders) (the “Removal Effective Date”), and then such removal shall nonetheless become effective in accordance with such notice on the Removal Effective Date.. With effect from the Resignation Effective Date or the Removal Effective Date (as applicable) (i) the retiring or removed Agent shall be discharged from its duties and obligations hereunder but and under the other Loan Documents (except that in the case of any collateral security held by Agent on behalf of the Lenders or the Fronting Banks under any of the Loan Documents, the retiring or removed Agent shall continue to have hold such collateral security until such time as a successor Agent is appointed) and (ii) except for any indemnity payments owed to the benefits retiring or removed Agent, all payments, communications and determinations provided to be made by, to or through Agent shall instead be made by or to each Lender and each Fronting Bank directly, until such time, if any, as the Required Lenders appoint (and, to the extent applicable, the Administrative Borrower approves) a successor Agent as provided for above. Upon the acceptance of a successor’s appointment as Agent hereunder, such successor shall succeed to and become vested with all of the indemnification set forth in Sections 12.6 rights, powers, privileges and 14.2duties of the retiring or removed Agent (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 hereunder and under the other Loan Documents. Notwithstanding any After the retiring or removed Agent’s resignationresignation or removal hereunder and under the other Loan Documents, the provisions of this Section 12 and Section 14.2 shall continue in effect for the benefit of such retiring or removed Agent, its benefit with sub-agents and their respective Agent Indemnitees in respect to of any actions taken or omitted to be taken by it any of them while the retiring or removed Agent was acting as Agent. Any successor to Bank of America by merger or acquisition of stock or this loan shall continue to be Agent hereunder without further act on the part of the parties hereto, unless such successor resigns as provided above. If Agent has, or has a direct or indirect parent company that has, become the subject of an Insolvency Proceeding or taken any action in furtherance thereof, Agent shall resign at the request of Required Lenders.

Resignation; Successor Agent. Subject to the appointment and acceptance of a successor Agent as provided below, Agent may resign at any time by giving at least 30 10 days written notice thereof to Lenders and Borrower. Upon receipt If Agent is a Defaulting Lender under clause (d) of such noticethe definition thereof, Required Lenders shall have the right may, if permitted by Applicable Law, remove Agent by written notice to Borrower and each other Agent. Lenders may appoint a successor Agent which shall be that is (a) a Lender or an Affiliate of a Lender; or (b) a commercial bank that is organized under the laws of the United States or any state or district thereof, has a combined capital surplus of at least $200,000,000 financial institution reasonably acceptable to Lenders and (provided no Default or Event of Default exists) is reasonably acceptable to Borrower. If no successor agent is appointed prior to by the effective date of the Agent’s resignation of Agentor removal, then on such date, Agent may appoint a successor agent from among Lenders or, if acceptable to it in its discretion (which shall be a Lender unless no Lender accepts the role) or, in the absence of such roleappointment, Agent may appoint Required Lenders as successor shall automatically assume all rights and duties of the retiring Agent. Upon acceptance by a successor Agent of an appointment to serve as Agent hereunder, or upon appointment of Required Lenders as successor Agent, such The successor Agent shall thereupon succeed to and become vested with all the powers and duties of the retiring Agent without further act, and the . The retiring or removed Agent shall be discharged from its duties and obligations hereunder on the effective date of its resignation or removal, but shall continue to have all rights and protections available to Agent under the benefits Loan Documents with respect to actions, omissions, circumstances or claims relating to or arising while it was acting or transferring responsibilities as Agent or holding any Collateral on behalf of Secured Parties, including the indemnification set forth in Sections 12.6 and 14.2. Notwithstanding any Agent’s resignation, the provisions of and all rights and protections under this Section 12 shall continue in effect for its benefit with respect to any actions taken or omitted to be taken by it while Agent12. Any successor to Bank of America CNC by merger or acquisition of stock or this loan shall continue to be Agent hereunder without further act on the part of the parties hereto, unless such successor resigns as provided above. If Agent has, any Secured Party or has a direct or indirect parent company that has, become the subject of an Insolvency Proceeding or taken any action in furtherance thereof, Agent shall resign at the request of Required LendersObligor.

Resignation; Successor Agent. Subject to the appointment and acceptance of a successor Agent as provided below, Agent may resign at any time by giving at least 30 days written notice thereof to Lenders and Borrower. Upon receipt of such notice, Required Requisite Lenders shall have the right to appoint a successor Agent which shall be (a) a Lender or an Affiliate of a Lender; or (b) a commercial bank that is organized under the laws of the United States or any state or district thereof, has a combined capital surplus of at least $200,000,000 and in each case (provided no Default or Event of Default exists) is reasonably acceptable to Borrower. If no successor agent is Agent has been appointed prior to by the effective 30th day after the date such notice of the resignation of was given by such Agent, then such Agent’s resignation shall become effective and the Requisite Lenders shall thereafter perform all the duties of such Agent may hereunder and/or under any other Loan Document until such time, if any, as the Requisite Lenders appoint a successor agent from among Lenders or, if no Lender accepts such role, Agent may appoint Required Lenders as successor Agentwhich is reasonably acceptable to Borrower. Upon acceptance by a successor Agent of an appointment to serve as Agent hereunder, or upon appointment of Required Lenders as successor Agent, such successor Agent shall thereupon succeed to and become vested with all the powers rights, powers, duties and duties obligations of the retiring Agent without further act, and act but the retiring Agent shall be discharged from its duties and obligations hereunder but shall continue to have the benefits of the indemnification set forth in Sections 12.6 and 14.2the Loan Documents. Notwithstanding any Agent’s resignation, the provisions of this Section 12 Article 7 shall continue in effect for its benefit with respect to any actions taken or omitted to be taken by it while Agent. Any successor to Bank of America Credit Suisse by merger or acquisition of stock or this loan acquisition of the corporate trust business shall continue to be Agent hereunder without further act on the part of the parties hereto, unless such successor resigns as provided above. If Agent has, or has a direct or indirect parent company that has, become the subject of an Insolvency Proceeding or taken any action in furtherance thereof, Agent shall resign at the request of Required Lenders.

Resignation; Successor Agent. Subject to the appointment and acceptance of a successor Agent as provided below, Agent may resign at any time by giving at least 30 days days’ written notice thereof to Lenders Xxxxxxx and BorrowerBorrowers. Upon receipt of such notice, Required Lenders shall have the right to may appoint a successor Agent which shall be that is (a) a Lender or an Affiliate of a Lender; or (b) a commercial bank that is organized under the laws of the United States or any state or district thereoffinancial institution reasonably acceptable to Required Lenders and, has a combined capital surplus of at least $200,000,000 and (provided no Default or Event of Default exists) is reasonably acceptable to Borrower, Borrowers. If no successor agent is appointed prior to by the effective date of the resignation of Agent’s resignation, then on such date, Agent may appoint a successor agent from among Lenders or, if acceptable to it in its discretion (which shall be a Lender unless no Lender accepts the role) or, in the absence of such roleappointment, Agent may appoint Required Lenders as successor shall automatically assume all rights and duties of Agent. Upon acceptance by a successor Agent of an appointment to serve as Agent hereunder, or upon appointment of Required Lenders as successor Agent, such The successor Agent shall thereupon succeed to and become vested with all the powers and duties of the retiring Agent without further act, and the . The retiring Agent shall be discharged from its duties and obligations hereunder on the effective date of its resignation, but shall continue to have all rights and protections available to Agent under the benefits Loan Documents with respect to actions, omissions, circumstances or Claims relating to or arising while it was acting or transferring responsibilities as Agent or holding any Collateral on behalf of Secured Parties, including the indemnification set forth in Sections 12.6 and 14.2. Notwithstanding any Agent’s resignation, the provisions of and all rights and protections under this Section 12 shall continue in effect for its benefit with respect to any actions taken or omitted to be taken by it while Agent12. Any successor to Bank of America BMO Xxxxxx by merger or acquisition of stock or this loan shall continue to be Agent hereunder without further act on the part of the parties hereto, unless such successor resigns as provided above. If Agent has, any Secured Party or has a direct or indirect parent company that has, become the subject of an Insolvency Proceeding or taken any action in furtherance thereof, Agent shall resign at the request of Required LendersObligor.