Common use of Successor Agent Clause in Contracts

Successor Agent. The Administrative Agent may, at any time, resign upon 20 days written notice to the Lenders. Upon any such resignation, the Required Lenders shall have the right to appoint a successor Administrative Agent, which successor shall be reasonably acceptable to the Borrower; provided that the Borrower shall have no right to approve such successor during the existence and continuation of a Default or Event of Default. 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 notice of resignation, then the retiring Administrative Agent shall select a successor Administrative Agent; provided such successor is an Eligible Assignee (or if no Eligible Assignee shall have been so appointed by the retiring Administrative Agent and shall have accepted such appointment, then the Lenders shall perform all obligations of the retiring Administrative Agent hereunder until such time, if any, as a successor Administrative Agent shall have been appointed and shall have accepted such appointment as provided for above). Upon the acceptance of any appointment as an Administrative Agent hereunder by a successor, such successor Administrative Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring Administrative Agent, and the retiring Administrative Agent shall be discharged from its duties and obligations as an Administrative Agent, as appropriate, under this Credit Agreement and the other Credit Documents and the provisions of this Section 10 shall inure to its benefit as to any actions taken or omitted to be taken by it while it was an Administrative Agent under this Credit Agreement.

Successor Agent. The Administrative Agent may, may resign at any time, resign upon 20 days time by giving ten (10) days' prior written notice to the Borrower and the Lenders. Upon any such notice of resignation, the Required Lenders will, with the prior written consent of the Borrower (which consent shall have not be unreasonably withheld), appoint from among the right to appoint Lenders a successor Administrative Agent, which successor shall be reasonably acceptable to the Borrower; Agent (provided that the Borrower Borrower's consent shall have no right to approve such successor during not be required in the existence and continuation of event a Default or Event of DefaultDefault shall have occurred and be continuing). If no successor Administrative to the Agent shall have been so appointed by the Required Lenders, and shall have accepted such appointment, within 30 days after the notice of resignation, then the retiring Administrative Agent shall select a successor Administrative Agent; provided such successor is an Eligible Assignee (or if no Eligible Assignee shall have been so appointed by the retiring Administrative Agent and shall have accepted such appointment, then the Lenders shall perform all obligations of the retiring Administrative Agent hereunder until such time, if any, as a successor Administrative Agent shall have been appointed and shall have accepted such appointment as provided for above)within such ten-day period, then the retiring Agent may, on behalf of the Lenders and after consulting with the Lenders and the Borrower, appoint a successor Agent from among the Lenders. Upon the acceptance of any appointment as an Administrative Agent hereunder by a successorsuccessor Agent, such successor Administrative Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring Administrative Agent, and the retiring Administrative Agent shall be discharged from its duties and obligations as an Administrative Agent, as appropriate, hereunder and under this Credit Agreement and the other Credit Documents and Documents. After any retiring Agent's resignation as Agent, the provisions of this Section 10 Article shall inure to its benefit as to any actions taken or omitted to be taken by it while it was an Administrative Agent. If no successor to the Agent has accepted appointment as Agent by the thirtieth (30th) day following a retiring Agent's notice of resignation, the retiring Agent's resignation shall nevertheless thereupon become effective, and the Lenders shall thereafter perform all of the duties of the Agent hereunder and under this the other Credit AgreementDocuments until such time, if any, as the Required Lenders appoint a successor Agent as provided for hereinabove.

Successor Agent. The Administrative (a) Agent may, may at any timetime assign its rights, resign upon 20 days written powers, privileges and duties hereunder to (i) another Lender or an Affiliate of Agent or any Lender or any Approved Fund, or (ii) any Person to whom Agent, in its capacity as a Lender, has assigned (or will assign, in conjunction with such assignment of agency rights hereunder) fifty percent (50%) or more of the Credit Extensions or Applicable Commitments then held by Agent (in its capacity as a Lender), in each case without the consent of the Lenders or Borrower. Following any such assignment, Agent shall give notice to the LendersLenders and Borrower. An assignment by Agent pursuant to this subsection (a) shall not be deemed a resignation by Agent for purposes of subsection (b) below. (b) Without limiting the rights of Agent to designate an assignee pursuant to subsection (a) above, Agent may at any time give notice of its resignation to the Lenders and Borrower. Upon receipt of any such notice of resignation, the Required Lenders shall have the right to appoint a successor Administrative Agent, which successor shall be reasonably acceptable to the Borrower; provided that the Borrower shall have no right to approve such successor during the existence and continuation of a Default or Event of Default. If no such successor Administrative Agent shall have been so appointed by the Required Lenders, and shall have accepted such appointment, within 30 days after the notice of resignation, then the retiring Administrative Agent shall select a successor Administrative Agent; provided such successor is an Eligible Assignee (or if no Eligible Assignee shall have been so appointed by the retiring Administrative Agent and shall have accepted such appointment, then the Lenders shall perform all obligations of the retiring Administrative Agent hereunder until such time, if any, as a successor Administrative Agent shall have been appointed and shall have accepted such appointment within ten (10) Business Days after the retiring Agent gives notice of its resignation, then the retiring Agent may, on behalf of the Lenders, appoint a successor Agent; provided, however, that if Agent shall notify Borrower and the Lenders that no Person has accepted such appointment, then such resignation shall nonetheless become effective in accordance with such notice from Agent that no Person has accepted such appointment and, from and following delivery of such notice, (i) the retiring Agent shall be discharged from its duties and obligations hereunder and under the other Financing Documents, and (ii) all payments, communications and determinations provided to be made by, to or through Agent shall instead be made by or to each Lender directly, until such time as Required Lenders appoint a successor Agent as provided for above in this subsection (b). (c) Upon (i) an assignment permitted by subsection (a) above). Upon , or (ii) the acceptance of any a successor’s appointment as an Administrative Agent hereunder by a successorpursuant to subsection (b) above, such successor Administrative Agent shall thereupon succeed to and become vested with all of the rights, powers, privileges and duties of the retiring Administrative (or retired) Agent, and the retiring Administrative Agent shall be discharged from all of its duties and obligations as an Administrative Agent, as appropriate, hereunder and under this Credit Agreement and the other Credit Financing Documents (if not already discharged therefrom as provided above in this subsection (c)). The fees payable by Borrower to a successor Agent shall be the same as those payable to its predecessor unless otherwise agreed between Borrower and such successor. After the retiring Agent’s resignation hereunder and under the other Financing Documents, the provisions of this Section 10 Article shall inure to continue in effect for the benefit of such retiring Agent and its benefit as to sub-agents in respect of any actions taken or omitted to be taken by it any of them while it the retiring Agent was an Administrative Agent under this Credit Agreementacting or was continuing to act as Agent.

Successor Agent. The Administrative Agent may, at any time, may resign as Agent upon 20 days written thirty (30) days' notice to the LendersLenders and Administrative Borrower. Upon any such resignationIf Agent resigns under this Agreement, the Required Lenders shall have appoint from among the right to appoint Lenders a successor Administrative Agent, which successor shall be reasonably acceptable to the Borrower; provided that the Borrower shall have no right to approve such successor during the existence and continuation of a Default or Event of Defaultagent for Lenders. If no successor agent is appointed prior to the effective date of the resignation of Agent, Agent may appoint, after consulting with Lenders and Administrative Agent shall have been so appointed by the Required LendersBorrower, and shall have accepted such appointment, within 30 days after the notice of resignation, then the retiring Administrative Agent shall select a successor Administrative Agent; provided such successor is an Eligible Assignee (or if no Eligible Assignee shall have been so appointed by the retiring Administrative Agent and shall have accepted such appointment, then the Lenders shall perform all obligations of the retiring Administrative Agent hereunder until such time, if any, as a successor Administrative Agent shall have been appointed and shall have accepted such appointment as provided for above)agent from among Lenders. Upon the acceptance by the Lender so selected of any its appointment as an Administrative Agent hereunder by a successorsuccessor agent hereunder, such successor Administrative Agent agent shall thereupon succeed to and become vested with all of the rights, powers, privileges powers and duties of the retiring Administrative Agent and the term "Agent, " as used herein and in the other Financing Agreements shall mean such successor agent and the retiring Administrative Agent's appointment, powers and duties as Agent shall be discharged from its duties and obligations terminated. After any retiring Agent's resignation hereunder as an Administrative Agent, as appropriate, under this Credit Agreement and the other Credit Documents and the provisions of this Section 10 12 shall inure to its benefit as to any actions taken or omitted to be taken by it while it was an Administrative Agent under this Credit Agreement. If no successor agent has accepted appointment as Agent by the date which is thirty (30) days after the date of a retiring Agent's notice of resignation, the retiring Agent's resignation shall nonetheless thereupon become effective and Lenders shall 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.

Successor Agent. The Administrative Agent may, may resign at any time, resign upon 20 days written time by delivering notice of such resignation to the LendersLenders and Borrower, effective on the date set forth in such notice or, if no such date is set forth therein, upon the date such notice shall be effective, in accordance with the terms of this Section 9.7. Upon If Agent delivers any such resignationnotice, the Required Requisite Lenders shall have the right to appoint a successor Administrative Agent. If, which successor shall be reasonably acceptable to the Borrower; provided that the Borrower shall have no right to approve such successor during the existence and continuation of a Default or Event of Default. If no successor Administrative Agent shall have been so appointed by the Required Lenders, and shall have accepted such appointment, within after 30 days after the date of the retiring Agent’s notice of resignation, then the retiring Administrative no successor Agent shall select a successor Administrative Agent; provided such successor is an Eligible Assignee (or if no Eligible Assignee shall have has been so appointed by the retiring Administrative Agent and shall have Requisite Lenders that has accepted such appointment, then the retiring Agent may, on behalf of the Lenders, appoint a successor Agent from among the Lenders. Effective immediately upon its resignation, (a) the retiring Agent shall be discharged from its duties and obligations under the Loan Documents, (b) the Lenders shall assume and perform all obligations of the retiring Administrative duties of Agent hereunder until such time, if any, as a successor Administrative Agent shall have been appointed accepted a valid appointment hereunder, (c) the retiring Agent and its Related Persons shall no longer have accepted the benefit of any provision of any Loan Document other than with respect to any actions taken or omitted to be taken while such retiring Agent was, or because such Agent had been, validly acting as Agent under the Loan Documents, and (iv) subject to its rights under Section 9.2(b), the retiring Agent shall take such action as may be reasonably necessary to assign to the successor Agent its rights as Agent under the Loan Documents. Effective immediately upon its acceptance of a valid appointment as provided for above). Upon the acceptance of any appointment as an Administrative Agent hereunder by Agent, a successor, such successor Administrative Agent shall thereupon succeed to to, and become vested with with, all the rights, powers, privileges and duties of the retiring Administrative Agent, and the retiring Administrative Agent shall be discharged from its duties and obligations as an Administrative Agent, as appropriate, under this Credit Agreement and the other Credit Documents and the provisions of this Section 10 shall inure to its benefit as to any actions taken or omitted to be taken by it while it was an Administrative Agent under this Credit Agreementthe Loan Documents.

Successor Agent. The Administrative Agent may, may resign at any time, resign upon 20 days time by giving written notice thereof to the Lenders and the Borrower, and the Agent may be removed at any time with or without cause by written notice received by the Agent from the Required Lenders. Upon any such resignationresignation or removal, the Required Lenders shall have the right to appoint appoint, on behalf of the Borrower and the Lenders, a successor Administrative Agent, which successor shall be reasonably acceptable to the Borrower; provided that the Borrower shall have no right to approve such successor during the existence and continuation of a Default or Event of Default. If no successor Administrative Agent shall have been so appointed by the Required Lenders, Lenders and shall have accepted such appointment, appointment within 30 thirty days after the retiring Agent's giving notice of resignation, then the retiring Administrative Agent may appoint, on behalf of the Borrower and the Lenders, a successor Agent. Notwithstanding anything herein to the contrary, so long as no Default has occurred and is continuing, each such successor Agent shall select a successor Administrative Agent; provided such successor is an Eligible Assignee (or if no Eligible Assignee shall have been so appointed be subject to approval by the retiring Administrative Agent and Borrower, which approval shall have accepted such appointment, then the Lenders shall perform all obligations of the retiring Administrative Agent hereunder until such time, if any, as a not be unreasonably withheld. Such successor Administrative Agent shall have been appointed be a commercial bank having capital and shall have accepted such appointment as provided for above)retained earnings of at least $50,000,000. Upon the acceptance of any appointment as an Administrative the Agent hereunder by a successorsuccessor Agent, such successor Administrative Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring Administrative Agent, and the retiring Administrative Agent shall be discharged from its duties and obligations hereunder and under the other Loan Documents. After any retiring Agent's resignation hereunder as an Administrative Agent, as appropriate, under this Credit Agreement and the other Credit Documents and the provisions of this Section 10 ARTICLE XI shall inure to continue in effect for its benefit as to in respect of any actions taken or omitted to be taken by it while it was an Administrative acting as the Agent hereunder and under this Credit Agreementthe other Loan Documents.

Successor Agent. The Administrative Any Agent may, may resign at any time, resign upon 20 days time by giving at least 30 days’ prior written notice thereof to the Lenders, the Borrower, the Services Provider and S&P; provided that any such resignation by any Agent shall not be effective until a successor agent shall have been appointed and approved in accordance with this Section 7.8. Upon receipt of any such resignationnotice, the Required Majority Lenders shall have the right to appoint a successor Administrative Agent, which successor shall be reasonably acceptable to Agent with the Borrower; provided that consent of the Borrower (which consent shall have no right to approve such successor during the existence and continuation of a Default not be unreasonably withheld or Event of Defaultdelayed). If no successor Administrative Agent shall have been so appointed by the Required Majority Lenders, shall have been approved by the Borrower, and shall have accepted such appointment, within 30 days after the retiring Agent gives notice of resignationits resignation (or such earlier day as shall be agreed by the Majority Lenders), then the retiring Administrative Agent may (but shall not be obligated to), on behalf of the Lenders, designate a successor Agent, which such successor Agent shall select be a successor Administrative Agent; provided such successor is an Eligible Assignee (commercial bank or if no Eligible Assignee shall have been so appointed by a trust company organized or licensed under the retiring Administrative Agent and shall have accepted such appointment, then the Lenders shall perform all obligations laws of the retiring Administrative Agent hereunder until such time, if any, as United States of America or of any State thereof and having a successor Administrative Agent shall have been appointed combined capital and shall have accepted such appointment as provided for above)surplus of at least $50,000,000. Upon the acceptance of any its appointment as an Administrative such Agent hereunder by a successorsuccessor Agent, such successor Administrative Agent shall thereupon succeed to and become vested with all the rights, powers, privileges rights and duties of the retiring Administrative Agent, Agent and the retiring Administrative Agent shall be discharged from its duties and obligations hereunder, and the successor Agent shall provide written notice of such appointment to the Lenders, the Services Provider and S&P. In addition, upon the affirmative vote of the Majority Lenders exercising good faith that an Agent has acted with gross negligence or committed an act of willful misconduct or failed to act as required due to gross negligence or willful misconduct in its capacity as agent for the Lenders, the Majority Lenders may immediately remove such Person; provided that in the case of the removal of an Administrative Agent (i) a Lender hereunder agrees to serve as Agent and (ii) the Borrower has consented to such Lender serving as Agent (which consent shall not be unreasonably withheld or delayed) until a successor Agent shall be appointed pursuant to the terms of this Section 7.8. After any retiring Agent’s resignation hereunder as Agent, as appropriate, under this Credit Agreement and the other Credit Documents and the provisions of this Section 10 Article VII shall inure to its benefit as to any actions taken or omitted to be taken by it while it was an Agent. With respect to any Person (i) into which an Agent or may be merged or consolidated, (ii) that may result from any merger or consolidation to which an Agent shall be a party or (iii) with respect to the Agents (other than the Administrative Agent) that may succeed to the corporate trust business and assets of any of such Agents substantially as a whole, shall be the successor to such Agent under this Credit Agreement without further act of any of the parties to this Agreement. Notwithstanding anything in this Section 7.8 to the contrary, this Section 7.8 shall not apply to the resignation or removal of the Document Custodian, which shall be governed by the terms of Section 14.9 of this Agreement.

Successor Agent. The Administrative Agent may, at any time, may resign upon 20 as agent hereunder by giving not fewer than thirty (30) days prior written notice to Administrative Borrower and the Lenders. Upon any such resignationIf Agent shall resign under this Agreement, then either (a) the Required Lenders shall have appoint from among the right Lenders a successor agent for the Lenders (with the consent of Administrative Borrower so long as an Event of Default does not exist and which consent shall not be unreasonably withheld), or (b) if a successor agent shall not be so appointed and approved within the thirty (30) day period following Agent’s notice to the Lenders of its resignation, then Agent shall appoint a successor Administrative Agent, which agent that shall serve as agent until such time as the Required Lenders appoint a successor shall be reasonably acceptable to the Borrower; provided that the Borrower shall have no right to approve such successor during the existence and continuation of a Default or Event of Defaultagent. If no successor Administrative agent has accepted appointment as Agent shall have been so appointed by the Required Lenders, and shall have accepted such appointment, within 30 date that is thirty (30) days after the following a retiring Agent’s notice of resignation, then the retiring Administrative Agent Agent’s resignation shall select a successor Administrative Agent; provided such successor is an Eligible Assignee (or if no Eligible Assignee shall have been so appointed by the retiring Administrative Agent nevertheless thereupon become effective, and shall have accepted such appointment, then the Lenders shall assume and perform all obligations of the retiring Administrative duties of Agent hereunder until such time, if any, as the Required Lenders appoint a successor Administrative Agent shall have been appointed and shall have accepted such appointment agent as provided for above). Upon the acceptance of any appointment as an Administrative Agent hereunder by a successorits appointment, such successor Administrative Agent agent shall thereupon succeed to and become vested with all the rights, powers, privileges powers and duties of the retiring Administrative Agentas agent, and the retiring Administrative Agent term “Agent” means such successor effective upon its appointment, and the former agent’s rights, powers and duties as agent shall be discharged from its duties and obligations terminated without any other or further act or deed on the part of such former agent or any of the parties to this Agreement. After any retiring Agent’s resignation as an Administrative Agent, as appropriate, under this Credit Agreement and the other Credit Documents and the provisions of this Section 10 Article IX shall inure to its benefit as to any actions taken or omitted to be taken by it while it was an Administrative Agent under this Credit AgreementAgreement and the other Loan Documents.

Successor Agent. The Administrative Agent may, may resign at any time, resign upon 20 days time by giving written notice thereof to the Lenders and the Borrower and may be removed at any time with or without cause by the Required Lenders. Upon any such resignationresignation or removal, (i) the Borrower, with the consent of the Required Lenders (such consent not to be unreasonably withheld or delayed) shall have the right to appoint a successor Agent or (ii) if an Event of Default shall have occurred and be continuing, then the Required Lenders shall have the right to appoint a successor Administrative Agent, which successor shall be reasonably acceptable to the Borrower; provided that the Borrower shall have no right to approve such successor during the existence and continuation of a Default or Event of Default. If no successor Administrative Agent shall have been so appointed by the Required Lendersappointed, and shall have accepted such appointment, within 30 days after the retiring Agent’s giving of notice of resignationresignation or the Required Lenders’ removal of the retiring Agent (the “Resignation Effective Date”), then the retiring Administrative Agent shall select may, on behalf of the Lenders and in consultation with the Borrower, appoint a successor Administrative Agent; provided such successor is an Eligible Assignee (or if no Eligible Assignee , which shall have been so appointed by be a commercial bank organized under the retiring Administrative Agent and shall have accepted such appointment, then the Lenders shall perform all obligations laws of the retiring Administrative Agent hereunder until such time, if any, as United States of America or of any State thereof and having a combined capital and surplus of at least $500,000,000. Whether or not a successor Administrative Agent has been appointed, the Agent’s resignation shall have been appointed and shall have accepted such appointment as provided for above)become effective on the Resignation Effective Date. Upon the acceptance of any appointment as an Administrative Agent hereunder by a successorsuccessor Agent, such successor Administrative Agent shall thereupon succeed to and become vested with all the rights, powers, discretion, privileges and duties of the retiring Administrative Agent, and the retiring Administrative Agent shall be discharged from its duties and obligations under this Agreement provided that if such successor Agent shall have been appointed without the consent of the Borrower, such successor Agent may be replaced by the Borrower with the consent of the Required Lenders so long as an Administrative no Event of Default has occurred and is continuing. After any retiring Agent’s resignation or removal hereunder as Agent, as appropriate, under this Credit Agreement and the other Credit Documents and the provisions of this Section 10 Article VII shall inure to its benefit as to any actions taken or omitted to be taken by it while it was an Administrative Agent under this Credit Agreement.

Successor Agent. The Administrative (a) Agent may, may at any timetime assign its rights, resign upon 20 days written powers, privileges and duties hereunder to (i) another Lender, or (ii) any Person to whom Agent, in its capacity as a Lender, has assigned (or will assign, in conjunction with such assignment of agency rights hereunder) fifty percent (50%) or more of the Credit Extensions or Applicable Commitments then held by Agent (in its capacity as a Lender), in each case without the consent of the Lenders or Borrower. Following any such assignment, Agent shall give notice to the LendersLenders and Borrower. An assignment by Agent pursuant to this subsection (a) shall not be deemed a resignation by Agent for purposes of subsection (b) below. (b) Without limiting the rights of Agent to designate an assignee pursuant to subsection (a) above, Agent may at any time give notice of its resignation to the Lenders and Borrower. Upon receipt of any such notice of resignation, the Required Lenders shall have the right to appoint a successor Administrative Agent, which successor shall be reasonably acceptable to the Borrower; provided that the Borrower shall have no right to approve such successor during the existence and continuation of a Default or Event of Default. If no such successor Administrative Agent shall have been so appointed by the Required Lenders, and shall have accepted such appointment, within 30 days after the notice of resignation, then the retiring Administrative Agent shall select a successor Administrative Agent; provided such successor is an Eligible Assignee (or if no Eligible Assignee shall have been so appointed by the retiring Administrative Agent and shall have accepted such appointment, then the Lenders shall perform all obligations of the retiring Administrative Agent hereunder until such time, if any, as a successor Administrative Agent shall have been appointed and shall have accepted such appointment within ten (10) Business Days after the retiring Agent gives notice of its resignation, then the retiring Agent may, on behalf of the Lenders, appoint a successor Agent; provided, however, that if Agent shall notify Borrower and the Lenders that no Person has accepted such appointment, then such resignation shall nonetheless become effective in accordance with such notice from Agent that no Person has accepted such appointment and, from and following delivery of such notice, (i) the retiring Agent shall be discharged from its duties and obligations hereunder and under the other Financing Documents, and (ii) all payments, communications and determinations provided to be made by, to or through Agent shall instead be made by or to each Lender directly, until such time as Required Lenders appoint a successor Agent as provided for above in this subsection (b). (c) Upon (i) an assignment permitted by subsection (a) above). Upon , or (ii) the acceptance of any a successor’s appointment as an Administrative Agent hereunder by a successorpursuant to subsection (b) above, such successor Administrative Agent shall thereupon succeed to and become vested with all of the rights, powers, privileges and duties of the retiring Administrative (or retired) Agent, and the retiring Administrative Agent shall be discharged from all of its duties and obligations as an Administrative Agent, as appropriate, hereunder and under this Credit Agreement and the other Credit Financing Documents (if not already discharged therefrom as provided above in this subsection (c)). The fees payable by Borrower to a successor Agent shall be the same as those payable to its predecessor unless otherwise agreed between Borrower and such successor. After the retiring Agent’s resignation hereunder and under the other Financing Documents, the provisions of this Section 10 Article 14 shall inure to continue in effect for the benefit of such retiring Agent and its benefit as to sub-agents in respect of any actions taken or omitted to be taken by it any of them while it the retiring Agent was an Administrative Agent under this Credit Agreementacting or was continuing to act as Agent.

Successor Agent. The Administrative (a) Agent may, may resign from the performance of all its functions and duties hereunder at any time, resign upon 20 time by giving at least thirty (30) days prior written notice to Lenders and Borrowers. Such resignation shall take effect on the Lendersdate set forth in such notice or as otherwise provided below. Such resignation by Agent as agent shall not affect its obligations hereunder, if any, as a Lender. (b) Upon resignation by the Agent, or any such resignationsuccessor Agent, the Required Lenders shall have the right to appoint a successor Administrative AgentAgent with the written consent of Borrowers, which successor shall not be unreasonably withheld, conditioned or delayed (provided that no consent of Borrowers shall be reasonably acceptable to the Borrower; provided that the Borrower shall have no right to approve such successor during the existence and continuation of a Default or required if an Event of DefaultDefault then exists). If no successor Administrative Agent shall have been so appointed by the Required LendersLenders (with the consent of Borrowers as set forth in the preceding sentence), and shall have accepted such appointment, appointment within 30 thirty (30) days after the retiring Agent’s giving notice of resignation, then the retiring Administrative Agent shall select may appoint a successor Administrative Agent; Agent with the consent of Borrower, which shall not unreasonably withheld, conditioned or delayed (provided such successor is that no consent of Borrower shall be required if an Eligible Assignee (or if no Eligible Assignee shall have been so appointed by the retiring Administrative Agent and shall have accepted such appointment, Event of Default then the Lenders shall perform all obligations of the retiring Administrative Agent hereunder until such time, if any, as a successor Administrative Agent shall have been appointed and shall have accepted such appointment as provided for aboveexists). Upon the acceptance of any appointment as an Administrative Agent hereunder by a successorsuccessor Agent, such successor Administrative Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring Administrative Agent and the Agent, and the retiring Administrative Agent shall be discharged from its duties and obligations hereunder and under the other Loan Documents other than its liability, if any, for duties and obligations accrued prior to its retirement. After any retiring Agent’s resignation hereunder as an Administrative Agent, as appropriate, under this Credit Agreement and the other Credit Documents and the provisions of this Section 10 Article 20 shall inure to continue in effect for its benefit as to in respect of any actions taken or omitted to be taken by it while it was acting as an Administrative Agent hereunder and under this Credit Agreementthe other Loan Documents. In the event that Synovus Bank, in its sole discretion, elects to become successor Agent, the consent of Borrowers shall not be required.

Successor Agent. The Administrative Agent may, may resign at any time, resign time as the Agent upon 20 days written thirty (30) days' notice to the Lenders. Upon any such resignation, the Required Borrower and, so long as no Lease Event of Default shall have occurred and be continuing, the Lessee. If the Agent shall resign as the Agent under this Agreement, the Majority Lenders shall have appoint from among the right to appoint Lenders a successor Administrative Agent, Agent which successor Agent shall be reasonably acceptable subject to the Borrower; provided that approval of the Borrower and, so long as no Lease Event of Default shall have no right occurred and be continuing, the Lessee, such approval not to approve such successor during the existence and continuation of a Default be unreasonably withheld or Event of Defaultdelayed. If no successor Administrative Agent is appointed prior to the effective date of the resignation of the resigning Agent, the Agent may appoint, after consulting with the Lenders and subject to the approval of the Borrower and, so long as no Lease Event of Default shall have been so appointed occurred and be continuing, the Lessee, such approval not to be unreasonably withheld or delayed, a successor Agent from among the Lenders (or such other Person as shall be acceptable to the Majority Lenders). If no successor Agent has accepted appointment as the Agent by the Required Lenders, and shall have accepted such appointment, within 30 date which is thirty (30) days after the following a retiring Agent's notice of resignation, then the retiring Administrative Agent Agent's notice of resignation shall select a successor Administrative Agent; provided such successor is an Eligible Assignee (or if no Eligible Assignee shall have been so appointed by the retiring Administrative Agent nevertheless thereupon become effective and shall have accepted such appointment, then the Lenders shall perform all obligations of the retiring Administrative duties of the Agent hereunder until such time, if any, as the Majority Lenders appoint a successor Administrative Agent shall have been appointed and shall have accepted such appointment Agent, as provided for above). Upon the acceptance effective date of any appointment as an Administrative Agent hereunder by a successorsuch resignation, only such successor Administrative Agent shall thereupon succeed to and become vested with all the rights, powers, privileges powers and duties of the retiring Administrative Agent, Agent and the retiring Administrative Agent shall be discharged from its duties and obligations as an Administrative Agent, as appropriate, under this Credit Agreement and the other Credit Documents and the provisions of this Section 10 shall inure to its benefit as to any actions taken or omitted to be taken by it while it was an Administrative Agent under this Credit Agreement.term "

Successor Agent. The Administrative Each Agent may, may resign as such at any time, resign time upon 20 days written at least 30 days’ prior notice to the Lenders, the Issuing Bank and Borrower. Upon any such resignation, the Required Lenders shall have the right right, with the consent of Borrower (not to be unreasonably withheld or delayed), to appoint a successor Administrative AgentAgent from among the Lenders; provided, which successor that no consent of Borrower shall be reasonably acceptable to the Borrower; provided that the Borrower shall have no right to approve such successor during the existence and continuation of a Default or required if an Event of DefaultDefault has occurred and is continuing. If no successor Administrative Agent shall have been so appointed by the Required Lenders, Lenders and shall have accepted such appointment, appointment within 30 days after the retiring Agent gives notice of its resignation, then the retiring Administrative Agent shall select may, on behalf of the Lenders and the Issuing Bank, appoint a successor Administrative Agent; provided such Agent with the consent of Borrower (not to be unreasonably withheld or delayed), which successor is an Eligible Assignee shall be a commercial banking institution organized under the laws of the United States (or any State thereof) or a United States branch or agency of a commercial banking institution, in each case, having combined capital and surplus of at least $250 million; provided, that no consent of Borrower shall be required if no Eligible Assignee shall have been so appointed by an Event of Default has occurred and is continuing; provided, further that if such retiring Agent is unable to find a commercial banking institution which is willing to accept such appointment and which meets the qualifications set forth above, the retiring Administrative Agent Agent’s resignation shall nevertheless thereupon become effective, and shall have accepted such appointment, then the Lenders shall assume and perform all obligations of the retiring Administrative duties of the Agent hereunder until such time, if any, as the Required Lenders appoint a successor Administrative Agent shall have been appointed and shall have accepted such appointment as provided for above)Agent. Upon the acceptance of any its appointment as an Administrative Agent hereunder by a successor, such successor Administrative Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring Administrative Agent, and the retiring Administrative Agent shall be discharged from its duties and obligations hereunder. The fees payable by Borrower to a successor Agent shall be the same as those payable to its predecessor unless otherwise agreed between Borrower and such successor. After an Administrative Agent’s resignation hereunder, as appropriate, under this Credit Agreement and the other Credit Documents and the provisions of this Article X and Section 10 11.03 shall inure to continue in effect for the benefit of such retiring Agent, its benefit as to sub-agents and their respective Affiliates in respect of any actions taken or omitted to be taken by it any of them while it was an Administrative Agent under this Credit Agreementacting as Agent.

Successor Agent. The Administrative Agent may, at any time, may resign as Agent upon 20 days written thirty (30) calendar days’ notice to the LendersBuyer and the Seller. Upon any such resignationIf the Agent shall resign as Agent under this Repurchase Agreement and the other Repurchase Documents, then the Required Lenders Buyer shall have the right to appoint a successor Administrative Agent, which successor Agent shall be reasonably acceptable approved by the Seller (unless an Event of Default has occurred and is continuing), and any such successor Agent shall succeed to the Borrower; provided that rights, powers and duties of the Borrower Agent, and the term “Agent” shall have no right to approve mean such successor during Agent effective upon such appointment and approval, and the existence former Agent’s rights, powers and continuation duties as Agent shall be terminated, without any other or further act or deed on the part of a Default such former Agent or Event any of Defaultthe parties to this Repurchase Agreement or any holders of the Purchased Loans. 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 notice of resignation, then the retiring Administrative Agent shall select a successor Administrative Agent; provided such successor is an Eligible Assignee (or if no Eligible Assignee shall have been so appointed by the retiring Administrative Agent and shall have accepted such appointment, then the Lenders shall perform all obligations of the retiring Administrative Agent hereunder until such time, if any, as a successor Administrative Agent shall have has been appointed and shall have accepted such appointment as provided for above)within thirty (30) calendar days after the retiring Agent’s giving notice of its resignation, then the retiring Agent, on behalf of the Buyer, may appoint an Agent which shall (unless an Event of Default has occurred and is continuing) be reasonably acceptable to the Seller. Upon the acceptance of any appointment as an Administrative the Agent hereunder by a successorsuccessor Agent, such successor Administrative Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring Administrative Agent, and the retiring Administrative Agent shall be discharged from its duties and obligations as an Administrative Agent, as appropriateobligations, under this Credit Repurchase Agreement and the other Credit Documents and Repurchase Documents. After any retiring Agent’s resignation as Agent, the provisions of this Section 10 12 shall inure to its benefit as to any actions taken or omitted to be taken by it while it was an Administrative Agent under this Credit AgreementRepurchase Agreement and the other Repurchase Documents.

Successor Agent. The Administrative Agent may, may resign at any time, resign time as the Agent upon 20 days written thirty (30) days' notice to the Lenders. Upon any such resignation, the Required Borrower and, so long as no Lease Event of Default shall have occurred and be continuing, the Lessee. If the Agent shall resign as the Agent under this Agreement, the Majority Lenders shall have appoint from among the right to appoint Lenders a successor Administrative Agent, Agent which successor Agent shall be reasonably acceptable subject to the Borrower; provided that approval of the Borrower and, so long as no Lease Event of Default shall have no right occurred and be continuing, the Lessee, such approval not to approve such successor during the existence and continuation of a Default be unreasonably withheld or Event of Defaultdelayed. If no successor Administrative Agent is appointed prior to the effective date of the resignation of the resigning Agent, the Agent may appoint, after consulting with the Lenders and subject to the approval of the Borrower and, so long as no Lease Event of Default shall have been so appointed occurred and be continuing, the Lessee, such approval not to be unreasonably withheld or delayed, a successor Agent from among the Lenders. If no successor Agent has accepted appointment as the Agent by the Required Lenders, and shall have accepted such appointment, within 30 date which is thirty (30) days after the following a retiring Agent's notice of resignation, then the retiring Administrative Agent Agent's notice of resignation shall select a successor Administrative Agent; provided such successor is an Eligible Assignee (or if no Eligible Assignee shall have been so appointed by the retiring Administrative Agent nevertheless thereupon become effective and shall have accepted such appointment, then the Lenders shall perform all obligations of the retiring Administrative duties of the Agent hereunder until such time, if any, as the Majority Lenders appoint a successor Administrative Agent shall have been appointed and shall have accepted such appointment Agent, as provided for above). Upon the acceptance effective date of any appointment as an Administrative Agent hereunder by a successorsuch resignation, only such successor Administrative Agent shall thereupon succeed to and become vested with all the rights, powers, privileges powers and duties of the retiring Administrative Agent, Agent and the retiring Administrative Agent shall be discharged from its duties and obligations as an Administrative Agent, as appropriate, under this Credit Agreement and the other Credit Documents and the provisions of this Section 10 shall inure to its benefit as to any actions taken or omitted to be taken by it while it was an Administrative Agent under this Credit Agreement.term "

Successor Agent. The Administrative Each Agent may, may resign as such at any time, resign time upon 20 days written at least 30 days’ prior notice to the Lenders, the Issuing Bank and U.S. Borrower. Upon any such resignation, the Required Lenders shall have the right right, with, if no Default shall have occurred and be continuing, the consent of Borrower (such consent not to be unreasonably withheld), to appoint a successor Administrative Agent, which successor shall be reasonably acceptable to Agent from among the Borrower; provided that the Borrower shall have no right to approve such successor during the existence and continuation of a Default or Event of DefaultLenders. If no successor Administrative Agent shall have been so appointed by the Required Lenders, Lenders and shall have accepted such appointment, appointment within 30 days after the retiring Agent gives notice of its resignation, then the retiring Administrative Agent shall select may, on behalf of the Lenders and the Issuing Bank, appoint a successor Administrative Agent, which successor shall be a commercial banking institution organized under the laws of the United States (or any State thereof) or a United States branch or agency of a commercial banking institution, in each case, having combined capital and surplus of at least $250 million; provided that if such successor retiring Agent is an Eligible Assignee (or if no Eligible Assignee shall have been so appointed by unable to find a commercial banking institution which is willing to accept such appointment and which meets the qualifications set forth above, the retiring Administrative Agent Agent’s resignation shall nevertheless thereupon become effective, and shall have accepted such appointment, then the Lenders shall assume and perform all obligations of the retiring Administrative duties of the Agent hereunder until such time, if any, as the Required Lenders appoint a successor Administrative Agent shall have been appointed and shall have accepted such appointment as provided for above)Agent. Upon the acceptance of any its appointment as an Administrative Agent hereunder by a successor, such successor Administrative Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring Administrative Agent, and the retiring Administrative Agent shall be discharged from its duties and obligations hereunder. The fees payable by U.S. Borrower to a successor Agent shall be the same as those payable to its predecessor unless otherwise agreed between U.S. Borrower and such successor. After an Administrative Agent’s resignation hereunder, as appropriate, under this Credit Agreement and the other Credit Documents and the provisions of this Article X and Section 10 11.03 shall inure to continue in effect for the benefit of such retiring Agent, its benefit as to sub-agents and their respective Affiliates in respect of any actions taken or omitted to be taken by it any of them while it was an Administrative Agent under this Credit Agreementacting as Agent.

Successor Agent. (a) The Administrative Agent may, may resign at any time, resign upon 20 days time by giving written notice thereof to the Lenders, the Issuing Banks, and the Borrower and may be removed at any time with cause by the Required Lenders. Upon any such resignationresignation or removal, the Required Lenders shall have the right to appoint a successor Administrative AgentAgent with the consent, if no Event of Default has occurred and is continuing, of the Borrower, which successor consent shall not be reasonably acceptable to the Borrower; provided that the Borrower shall have no right to approve such successor during the existence and continuation of a Default unreasonably withheld or Event of Defaultdelayed. 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 Agent’s giving of notice of resignationresignation or the Required Lenders’ removal of the retiring Agent, then the retiring Administrative Agent may, on behalf of the Lenders, appoint a successor Agent, which shall be a commercial bank organized under the laws of the United States of America or of any State thereof and having a combined capital and surplus of at least $500,000,000; provided that if the Agent shall select a successor Administrative Agent; provided such successor is an Eligible Assignee (or if notify the Borrower and the Lenders that no Eligible Assignee shall have been so appointed by the retiring Administrative Agent and shall have qualifying Person has accepted such appointment, then the Lenders such resignation shall perform all obligations of nonetheless become effective in accordance with such notice and (i) the retiring Administrative Agent shall be discharged from its duties and obligations hereunder and under any Revolving Credit Note and (ii) all payments, communications and determinations provided to be made by, to or through the Agent shall instead be made by or to each Lender and each Issuing Bank directly, until such time, if any, time as the Required Lenders appoint a successor Administrative Agent shall have been appointed and shall have accepted such appointment as provided for above)above in this Section. Upon the acceptance of any appointment as an Administrative Agent hereunder by a successorsuccessor Agent, such successor Administrative Agent shall thereupon succeed to and become vested with all the rights, powers, discretion, privileges and duties of the retiring Administrative or retired Agent, and the retiring Administrative or retired Agent shall be discharged from its duties and obligations under this Agreement (if not already discharged therefrom as an Administrative provided above in this Section 7.07(a)). After any retiring Agent’s resignation or removal hereunder as Agent, as appropriate, under this Credit Agreement and the other Credit Documents and the provisions of this Section 10 Article VII shall inure to its benefit as to any actions taken or omitted to be taken by it while it was an Administrative Agent under this Agreement. The fees payable by the Borrower to a successor Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Borrower and such successor. After the retiring Agent’s resignation hereunder and under any Revolving Credit AgreementNote, the provisions of this Article VII and Section 8.04 shall continue in effect for the benefit of such retiring Agent, its sub-agents and their respective officers, directors, employees, agents and advisors in respect of any actions taken or omitted to be taken by any of them while the retiring Agent was acting as Agent. (b) Any resignation by the Person then acting as Agent pursuant to this Section 7.07 shall also constitute, in the sole discretion of such Person, its resignation as an Issuing Bank with respect to any Letters of Credit issued after the date of such resignation. Upon the acceptance of a successor’s appointment as Agent hereunder, (i) such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the resigning Issuing Bank, (ii) the resigning Issuing Bank shall be discharged from all of its respective duties and obligations hereunder or under any Revolving Credit Note, and (iii) the successor Issuing Bank shall issue letters of credit in substitution for the Letters of Credit, if any, outstanding at the time of such succession or make other arrangements satisfactory to the resigning Issuing Bank to effectively assume the obligations of the resigning Issuing Bank with respect to such Letters of Credit.

Successor Agent. (a) The Administrative Agent may, at any time, may resign upon 20 as the Agent hereunder by giving not fewer than thirty (30) days prior written notice to the Borrower and the Lenders. Upon any such resignationIf the Agent shall resign under this Agreement, then provided no Event of Default has occurred, the Required Lenders Borrower shall have the right right, (i) with the consent of the Required Lenders, such consent not to be unreasonably withheld, to appoint from among the Lenders a successor administrative agent for the Lenders who is willing to accept such appointment, or (ii) with the consent of the Required Lenders, which may be withheld in their sole discretion, to appoint a successor Administrative Agentthat is not a Lender, but which successor shall be reasonably acceptable to the Borrower; provided that the Borrower shall have no right to approve a bank with an office in New York State, or an Affiliate of any such successor during the existence and continuation of a Default or Event of Default. bank. (b) If no successor Administrative Agent shall have been so appointed by the Required Lenders, and shall have accepted such appointment, approved within 30 days after the retiring Agent gives notice of its resignation, then the retiring Administrative Agent may appoint a successor Agent meeting the qualifications specified in Section 9.12(a), provided that if the Agent shall select a successor Administrative Agent; provided such successor is an Eligible Assignee (or if notify the Borrower and the Lenders that no Eligible Assignee shall have been so appointed by the retiring Administrative Agent and shall have qualifying Person has accepted such appointment, then the Lenders such resignation shall perform all obligations of nonetheless become effective in accordance with such notice and (i) the retiring Administrative Agent hereunder until such time, if any, as a successor Administrative Agent shall have been appointed and shall have accepted such appointment as provided for above). Upon the acceptance of any appointment as an Administrative Agent hereunder by a successor, such successor Administrative Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring Administrative Agent, and the retiring Administrative Agent shall be discharged from its duties and obligations hereunder and under the other Loan Documents (except that in the case of any Collateral held by the Agent on behalf of the Lenders under any of the Loan Documents, the retiring Agent shall continue to hold such Collateral until such time as an Administrative a successor Agent is appointed) and (ii) all payments, communications and determinations provided to be made by, to or through the Agent shall instead be made by or to each Lender directly, until such time as the Borrower appoints and the Required Lenders approve a successor Agent as provided for above in the preceding paragraph. (c) Upon its appointment, such successor administrative agent shall succeed to the rights, powers and duties as the Agent, as appropriate, under this Credit Agreement and the other Credit Documents term “Agent” shall mean such successor effective upon its appointment, and the provisions former Agent’s rights, powers and duties as the Agent shall be terminated without any other or further act or deed on the part of such former Agent or any of the parties to this Section 10 shall inure to its benefit as to any actions taken or omitted to be taken by it while it was an Administrative Agent under this Credit Agreement.

Successor Agent. The Administrative Agent may, at any time, may resign as Agent upon 20 days written 30 days' notice to the Lenders. Upon any such resignationIf the Agent shall resign as Agent under this Agreement and the other Loan Documents, then the Required Majority Lenders shall have appoint from among the right to appoint Lenders a successor Administrative Agentagent for the Lenders, which successor agent (so long as no Default has occurred and is continuing) shall be reasonably acceptable to the Borrower; provided that approved by the Borrower (which consent shall have no right to approve not be unreasonably withheld), whereupon such successor during the existence and continuation of a Default or Event of Default. If no successor Administrative Agent agent shall have been so appointed by the Required Lenders, and shall have accepted such appointment, within 30 days after the notice of resignation, then the retiring Administrative Agent shall select a successor Administrative Agent; provided such successor is an Eligible Assignee (or if no Eligible Assignee shall have been so appointed by the retiring Administrative Agent and shall have accepted such appointment, then the Lenders shall perform all obligations of the retiring Administrative Agent hereunder until such time, if any, as a successor Administrative Agent shall have been appointed and shall have accepted such appointment as provided for above). Upon the acceptance of any appointment as an Administrative Agent hereunder by a successor, such successor Administrative Agent shall thereupon succeed to and become vested with all the rights, powers, privileges powers and duties of the retiring Administrative Agent and the term "Agent" shall mean such successor agent, effective upon its appointment, and the retiring Administrative former Agent's rights, powers and duties as Agent shall be discharged from its duties and obligations terminated, without any other or further act or deed on the part of such former Agent or any of the parties to this Agreement or any holders of the Notes. After any retiring Agent's resignation as an Administrative Agent, as appropriate, under this Credit Agreement and the other Credit Documents and the provisions of this Section 10 shall inure to its benefit as to any actions taken or omitted to be taken by it while it was an Administrative Agent under this Agreement and the other Loan Documents. Further, if the Agent no longer has any Loans, Letter of Credit Agreementparticipations or Commitments hereunder, the Agent shall immediately resign and shall be replaced, and have the benefits, as set forth in this Section 8.9. In addition, after the replacement of an Agent hereunder, the retiring Agent shall remain a party hereto and shall continue to have all the rights and obligations of an Agent under this Agreement with respect to Letters of Credit issued by it prior to such replacement, but shall not be required to issue additional Letters of Credit.

Successor Agent. The Subject to the appointment of a successor as set forth herein, (i) each of the Administrative Agent mayand the ABL Collateral Agent may be removed by the Parent Borrower or the Required Lenders if it is subject to an Agent-Related Distress Event and (ii) each of the Administrative Agent and the ABL Collateral Agent may resign as Administrative Agent or ABL Collateral Agent, at any time, resign in each case upon 20 days written 10 days’ notice to the Lendersapplicable Lenders and the Parent Borrower. Upon any such resignationIf the Administrative Agent or the ABL Collateral Agent shall be removed by the Parent Borrower or the Required Lenders pursuant to clause (i) above or resign as Administrative Agent, or ABL Collateral Agent pursuant to clause (ii) above, as applicable, under this Agreement and the other Loan Documents, then the Required Lenders shall have appoint from among the right to appoint Lenders a successor Administrative Agentagent for the Lenders, which successor agent shall be reasonably acceptable subject to approval by the BorrowerParent Borrower in its discretion; provided that such approval by the Parent Borrower in connection with the appointment of any such successor agent shall only be required so long as no Event of Default under subsection 9(a) or 9(f) has occurred and is continuing; provided, further, that the Parent Borrower shall have no right to approve such successor during the existence and continuation not unreasonably withhold its approval of a Default or Event of Default. If no any successor Administrative Agent shall have been so appointed by the Required Lenders, and shall have accepted such appointment, within 30 days after the notice of resignation, then the retiring Administrative Agent shall select a successor Administrative Agent; provided if such successor is an Eligible Assignee (or if no Eligible Assignee shall have been so appointed by the retiring Administrative Agent a commercial bank with a combined consolidated capital and shall have accepted such appointment, then the Lenders shall perform all obligations surplus of the retiring Administrative Agent hereunder until such time, if any, as a successor Administrative Agent shall have been appointed and shall have accepted such appointment as provided for above)at least $5,000,000,000. Upon the acceptance successful appointment of any appointment as an Administrative Agent hereunder by a successorsuccessor agent, such successor Administrative Agent agent shall thereupon succeed to and become vested with all the rights, powers, privileges powers and duties of the retiring Administrative Agent or the ABL Collateral Agent, as applicable, and the retiring term “Administrative Agent,” or “ABL Collateral Agent,” as applicable, shall mean such successor agent effective upon such appointment and approval, and the former Agent’s rights, powers and duties as Administrative Agent shall be discharged from its duties and obligations as an Administrative or ABL Collateral Agent, as appropriateapplicable, under shall be terminated, without any other or further act or deed on the part of such former Agent or any of the parties to this Credit Agreement and or any holders of the other Credit Documents and Loans or issuers of Letters of Credit. After any retiring Agent’s resignation or removal as Agent, the provisions of this Section 10 shall inure to its benefit as to any actions taken or omitted to be taken by it while it was an Administrative Agent under this Agreement and the other Loan Documents. Additionally, after any retiring Agent’s resignation as such Agent, the provisions of this subsection 10.10 shall inure to its benefit as to any actions taken or omitted to be taken by it while it was such Agent under this Agreement and the other Loan Documents. After the resignation or removal of the Administrative Agent pursuant to the preceding provisions of this subsection 10.10, such resigning or removed Administrative Agent (x) shall not be required to act as Issuing Lender for any Letters of Credit Agreementto be issued after the date of such resignation or removal and (y) shall not be required to act as Swing Line Lender with respect to Swing Line Loans to be made after the date of such resignation or removal (and all outstanding Swing Line Loans of such resigning or removed Administrative Agent shall be required to be repaid in full upon its resignation or removal), although the resigning or removed Administrative Agent shall retain all rights hereunder as Issuing Lender and Swing Line Lender with respect to all Letters of Credit issued by it, and all Swing Line Loans made by it, prior to the effectiveness of its resignation or removal as Administrative Agent hereunder. After the resignation or removal of the Administrative Agent pursuant to the preceding provisions of this subsection 10.10, the resigning or removed Administrative Agent shall not be required to act as Issuing Lender for any Letters of Credit to be issued after the date of such resignation, although the resigning or removed Administrative Agent shall retain all rights hereunder as Issuing Lender with respect to all Letters of Credit issued by it prior to the effectiveness of its resignation or removal as Administrative Agent hereunder. The fees payable by the Borrowers to any successor agent shall be the same as those payable to its predecessor unless otherwise agreed between the Borrowers and such successor.

Successor Agent. The Administrative Agent may, at any time, resign upon 20 30 days written notice to the LendersLenders and the Borrowers. Upon any such resignation, the Borrowers with the consent of the Required Lenders (such consent of the Required Lenders not to be unreasonably withheld or delayed) shall have the right to appoint a successor Administrative Agent, which successor shall be reasonably acceptable to the Borrower; provided that the Borrower shall have no right to approve such successor during the existence and continuation of a Default or Event of Default. If no successor Administrative Agent shall have been so appointed by the Required Lenders, and shall have accepted such appointment, appointment within 30 days after the notice of resignation, then the retiring Administrative Agent shall select a successor Administrative Agent; Agent provided such successor is a Lender hereunder or qualifies as an Eligible Assignee (or if no Eligible Assignee shall have been so appointed by the retiring Administrative Agent and shall have accepted such appointment, then the Lenders shall perform all obligations of the retiring Administrative Agent hereunder until such time, if any, as a successor Administrative Agent shall have been appointed and shall have accepted such appointment as provided for above). Upon the acceptance of any appointment as an Administrative Agent hereunder by a successor, such successor Administrative Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring Administrative Agent, and the retiring Administrative Agent shall be discharged from its duties and obligations as an Administrative Agent, as appropriate, under this Credit Agreement and the other Credit Documents and the provisions of this Section 10 10.9 shall inure to its benefit as to any actions taken or omitted to be taken by it while it was an Administrative Agent under this Credit Agreement.

Successor Agent. The Administrative Subject to the appointment and acceptance of a successor Agent mayas provided below, the Agent may resign at any time, resign upon 20 days time by giving 30 days’ written notice thereof to the Lenders. Upon any such resignation, the Required Majority Lenders shall have the right to appoint a successor Administrative Agent, which successor Agent who shall (provided no Event of Default has occurred and is continuing) be approved by the Borrower and shall be reasonably acceptable one of the Lenders unless none of the Lenders wishes to the Borrower; provided that the Borrower shall have no right to approve accept such successor during the existence and continuation of a Default or Event of Defaultappointment. 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 notice of resignation, then the retiring Administrative Agent shall select a successor Administrative Agent; provided such successor is an Eligible Assignee (or if no Eligible Assignee shall have been so appointed by the retiring Administrative Agent and shall have accepted such appointment, then the Lenders shall perform all obligations of the retiring Administrative Agent hereunder until such time, if any, as a successor Administrative Agent shall have been appointed and shall have accepted such appointment as provided for above)by the time of such resignation, then the retiring Agent may, on behalf of the Lenders, appoint a successor Agent which shall be a bank organized under the Laws of Canada which has shareholders’ equity in excess of $500,000,000 and has an office in Toronto. Upon the acceptance of any appointment as an Administrative Agent hereunder by a successorsuccessor Agent, such successor Administrative Agent shall thereupon succeed to and become vested with all the rights, powers, privileges privileges, duties and duties obligations of the retiring Administrative Agent, Agent (in its capacity as Agent but not in its capacity as a Lender) and the retiring Administrative Agent shall be discharged from its duties and obligations hereunder (in its capacity as an Administrative Agent but not in its capacity as a Lender). After any retiring Agent’s resignation or removal hereunder as the Agent, as appropriate, under this Credit Agreement and the other Credit Documents and the provisions of this Section 10 Article 14 shall inure to continue in effect for its benefit as to in respect of any actions taken or omitted to be taken by it while it was an Administrative Agent under this Credit Agreementacting as the Agent.

Successor Agent. The Administrative Agent may, at any time, may resign as Agent upon 20 days written thirty (30) days’ notice to the LendersLenders and Administrative Borrower. Upon any such resignationIf Agent resigns under this Agreement, the Required Lenders shall have appoint from among the right to appoint Lenders a successor Administrative Agent, which successor shall be reasonably acceptable to the Borrower; provided that the Borrower shall have no right to approve such successor during the existence and continuation of a Default or Event of Defaultagent for Lenders. If no successor Administrative agent is appointed prior to the effective date of the resignation of Agent, Agent shall have been so appointed by the Required Lendersmay appoint, after consulting with Lenders and shall have accepted such appointmentParent, within 30 days after the notice of resignation, then the retiring Administrative Agent shall select a successor agent from among Lenders and Administrative Agent; provided such successor is an Eligible Assignee (or if no Eligible Assignee shall have been so appointed by the retiring Administrative Agent and shall have accepted such appointment, then the Lenders shall perform all obligations of the retiring Administrative Agent hereunder until such time, if any, as a successor Administrative Agent shall have been appointed and shall have accepted such appointment as provided for above)Borrower. Upon the acceptance by the Lender so selected of any its appointment as an Administrative Agent hereunder by a successorsuccessor agent hereunder, such successor Administrative Agent agent shall thereupon succeed to and become vested with all of the rights, powers, privileges powers and duties of the retiring Administrative Agent and the term “Agent, ” as used herein and in the other Financing Agreements shall mean such successor agent and the retiring Administrative Agent’s appointment, powers and duties as Agent shall be discharged from its duties and obligations terminated. After any retiring Agent’s resignation hereunder as an Administrative Agent, as appropriate, under this Credit Agreement and the other Credit Documents and the provisions of this Section 10 12 shall inure to its benefit as to any actions taken or omitted to be taken by it while it was an Administrative Agent under this Credit Agreement. If no successor agent has accepted appointment as Agent by the date which is thirty (30) days after the date of a retiring Agent’s notice of resignation, the retiring Agent’s resignation shall nonetheless thereupon become effective and Lenders shall 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.

Successor Agent. The Administrative KeyBank, or any successor Agent, may resign as Agent may, at any time, resign upon 20 time by giving at least 30 days prior written notice thereof to the LendersLenders and to the Borrower. Any such resignation shall be effective upon appointment and acceptance of a successor Agent, as hereinafter provided. Upon any such resignation, the Required Majority Lenders shall have the right to appoint a successor Administrative Agent, which successor shall be reasonably acceptable to the Borrower; is a Lender under this Agreement, provided that so long as no Default or Event of Default has occurred and is continuing the Borrower shall have no the right to approve such any successor during Agent, which approval shall not be unreasonably withheld. If, in the existence and continuation case of a Default or Event of Default. If resignation by the Agent, no successor Administrative Agent shall have been so appointed by the Required LendersMajority Lenders and approved by the Borrower, and shall have accepted such appointment, within 30 thirty (30) days after the retiring Agent’s giving of notice of resignation, then the retiring Administrative Agent shall select a successor Administrative Agent; provided such successor is an Eligible Assignee (or if no Eligible Assignee shall have been so appointed by the retiring Administrative Agent and shall have accepted such appointmentmay, then the Lenders shall perform all obligations on behalf of the retiring Administrative Agent hereunder until such timeLenders, if any, appoint any one of the other Lenders as a successor Administrative Agent shall have been appointed and shall have accepted such appointment Agent. The Borrower acknowledges that any Lender which acquires KeyBank is acceptable as provided for above)a successor Agent. Upon the acceptance of any appointment as an Administrative Agent hereunder by a successorsuccessor Agent, such successor Administrative Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring Administrative Agent, and the retiring Administrative Agent shall be discharged from its all further duties and obligations as an Administrative Agent under this Agreement. After any Agent’s resignation hereunder as Agent, as appropriate, under this Credit Agreement and the other Credit Documents and the provisions of this Section 10 §16 shall inure to its benefit as to any actions taken or omitted to be taken by it while it was an Administrative Agent under this Credit Agreement. The Agent agrees that it shall not assign any of its rights or duties as Agent to any other Person. The Agent may be removed at the direction of the Majority Lenders in the event of a final judicial determination (in which the Agent had an opportunity to be heard) that the Agent had acted in a grossly negligent manner or in willful misconduct.

Successor Agent. The Administrative Agent may, may resign as such at any time, resign time upon 20 days ten days' prior written notice to the Company and the Lenders. Upon In the event of any such resignation, the Required Lenders shall have shall, by an instrument in writing delivered to the right to Company and the Agent, appoint a successor Administrative Agent, (which successor shall be reasonably acceptable to approved by the Borrower; Company provided that the Borrower shall have no right to approve such successor during the existence and continuation of a Default or Event of DefaultDefault then exists), which shall be a commercial bank organized under the laws of the United States or any State thereof and having a combined capital and surplus of at least $500,000,000. If no a successor Administrative Agent shall have been is not so appointed or does not accept such appointment before the Agent's resignation becomes effective, the retiring Agent may appoint a temporary successor to act until such appointment by the Required Lenders, Lenders is made and shall have accepted such appointment, within 30 days after the notice of resignation, then the retiring Administrative Agent shall select a successor Administrative Agent; provided such successor is an Eligible Assignee (or if no Eligible Assignee shall have been so such temporary successor is appointed as provided above by the retiring Administrative Agent and shall have accepted such appointmentAgent, then the Required Lenders shall thereafter perform all obligations the duties of the retiring Administrative Agent hereunder until such time, if any, as a appointment by the Required Lenders is made and accepted. Any successor Administrative to the Agent shall have been appointed execute and shall have accepted deliver to the Borrowers and the Lenders an instrument accepting such appointment as provided for above). Upon the acceptance of any appointment as an Administrative Agent hereunder by a successor, and thereupon such successor Administrative Agent Agent, without further act, deed, conveyance or transfer shall thereupon succeed to and become vested with all of the properties, rights, interests, powers, privileges authorities and duties obligations of the retiring Administrative its predecessor hereunder with like effect as if originally named as Agent hereunder. Upon request of such successor Agent, the Borrowers and the retiring Administrative Agent shall execute and deliver such instruments of conveyance, assignment and further assurance and do such other things as may reasonably be discharged from its duties required for more fully and obligations as an Administrative Agentcertainly vesting and confirming in such successor Agent all such properties, as appropriaterights, under this Credit Agreement interests, powers, authorities and the other Credit Documents and the obligations. The provisions of this Section 10 Article VII shall inure to its benefit as thereafter remain effective for such retiring Agent with respect to any actions taken or omitted to be taken by it such Agent while it was an Administrative acting as the Agent under this Credit Agreementhereunder.

Successor Agent. The Administrative Each Agent may, at any time, may resign in its capacity as such upon 20 days written 10 days’ notice to the LendersLenders and the Borrower. Upon If any such resignationAgent shall resign under this Agreement and the other Loan Documents, then the Required Lenders shall have appoint from among the right to appoint Lenders a successor Administrative Agentagent for the Lenders, which successor agent shall (unless an Event of Default under Section 7.01(b), (c), (h) or (i) shall have occurred and be continuing) be subject to approval by the Borrower (which approval shall not be unreasonably withheld or delayed), whereupon such successor agent shall succeed to the rights, powers and duties of such Agent, and the term “Administrative Agent” or “Collateral Agent”, as applicable, shall mean such successor agent effective upon such appointment and approval, and the former Agent’s rights, powers and duties as such Agent shall be reasonably acceptable terminated, without any other or further act or deed on the part of such former Agent or any of the parties to this Agreement or any holders of the Borrower; provided that the Borrower shall have no right to approve such successor during the existence and continuation of a Default or Event of DefaultLoans. If no successor agent has accepted appointment as Administrative Agent shall have been so appointed or Collateral Agent, as applicable, by the Required Lenders, and shall have accepted such appointment, within 30 date that is 10 days after the following a retiring Agent’s notice of resignation, then the retiring Administrative Agent Agent’s resignation shall select a successor Administrative Agent; provided such successor is an Eligible Assignee (or if no Eligible Assignee shall have been so appointed by the retiring Administrative Agent nevertheless thereupon become effective, and shall have accepted such appointment, then the Lenders shall assume and perform all obligations of the retiring Administrative duties of such Agent hereunder until such time, if any, as the Required Lenders appoint a successor administrative agent or collateral agent, as applicable. After any retiring Agent’s resignation as Administrative Agent shall have been appointed and shall have accepted such appointment as provided for above). Upon the acceptance of any appointment as an Administrative Agent hereunder by a successor, such successor Administrative Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring Administrative Agent, and the retiring Administrative Agent shall be discharged from its duties and obligations as an Administrative or Collateral Agent, as appropriateapplicable, under this Credit Agreement and the other Credit Documents and the provisions of this Section 10 8.09 shall inure to its benefit as to any actions taken or omitted to be taken by it while it was an Administrative Agent or Collateral Agent, as applicable, under this Credit AgreementAgreement and the other Loan Documents.

Successor Agent. The Administrative Agent may, at any time, may resign as Agent upon 20 days written 30 days’ notice to the LendersBanks. Upon any such resignationIf the Agent resigns under this Agreement, the Required Lenders Banks shall have appoint from among the right to appoint Banks a successor Administrative Agentadministrative agent for the Banks, which successor administrative agent shall be reasonably acceptable consented to by the Borrower; provided that Borrower at all times other than during the existence of an Event of Default (which consent of the Borrower shall have no right to approve such successor during the existence and continuation of a Default not be unreasonably withheld or Event of Defaultdelayed). If no successor Administrative administrative agent is appointed prior to the effective date of the resignation of the Agent, the Agent shall have been so appointed by may appoint, after consulting with the Required LendersBanks and the Borrower, and shall have accepted such appointment, within 30 days after the notice of resignation, then the retiring Administrative Agent shall select a successor Administrative Agent; provided such successor is an Eligible Assignee (or if no Eligible Assignee shall have been so appointed by administrative agent from among the retiring Administrative Agent and shall have accepted such appointment, then the Lenders shall perform all obligations of the retiring Administrative Agent hereunder until such time, if any, as a successor Administrative Agent shall have been appointed and shall have accepted such appointment as provided for above)Banks. Upon the acceptance of any its appointment as an Administrative Agent hereunder by a successorsuccessor administrative agent hereunder, the Person acting as such successor Administrative Agent administrative agent shall thereupon succeed to and become vested with all the rights, powers, privileges powers and duties of the retiring Administrative Agent, and the term “Agent” shall mean such successor administrative agent, and the retiring Administrative Agent’s appointment, powers and duties as Agent shall be discharged from its duties and obligations terminated without any other or further act or deed on the part of such retiring Agent or any other Bank. After any retiring Agent’s resignation hereunder as an Administrative Agent, as appropriate, under this Credit Agreement and the other Credit Documents and the provisions of this Section 10 Article X and Sections 12.4 and 12.5 shall inure to its benefit as to any actions taken or omitted to be taken by it while it was an Administrative Agent under this Credit Agreement. If no successor administrative agent has accepted appointment as Agent by the date which is 30 days following a retiring Agent’s notice of resignation, the retiring Agent’s resignation shall nevertheless thereupon become effective and the Banks shall perform all of the duties of the Agent hereunder until such time, if any, as the Required Banks appoint a successor agent as provided for above.

Successor Agent. The Administrative Each Agent may, may resign as such at any time, resign time upon 20 days written at least 30 days' prior notice to the Lenders, the Issuing Bank and Borrower. Upon any such resignation, the Required Lenders shall have the right right, with, if no Default shall have occurred and be continuing, the consent of Borrower (such consent not to be unreasonably withheld, conditioned or delayed), to appoint a successor Administrative Agent, which successor shall be reasonably acceptable to Agent from among the Borrower; provided that the Borrower shall have no right to approve such successor during the existence and continuation of a Default or Event of DefaultLenders. If no successor Administrative Agent shall have been so appointed by the Required Lenders, Lenders and shall have accepted such appointment, appointment within 30 days after the retiring Agent gives notice of its resignation, then the retiring Administrative Agent shall select may, on behalf of the Lenders and the Issuing Bank, appoint a successor Administrative Agent, which successor shall be a commercial banking institution organized under the laws of the United States (or any State thereof) or a United States branch or agency of a commercial banking institution, in each case, having combined capital and surplus of at least $250 million; provided that if such successor retiring Agent is an Eligible Assignee (or if no Eligible Assignee shall have been so appointed by unable to find a commercial banking institution which is willing to accept such appointment and which meets the qualifications set forth above, the retiring Administrative Agent Agent's resignation shall nevertheless thereupon become effective, and shall have accepted such appointment, then the Lenders shall assume and perform all obligations of the retiring Administrative duties of the Agent hereunder until such time, if any, as the Required Lenders appoint a successor Administrative Agent shall have been appointed and shall have accepted such appointment as provided for above)Agent. Upon the acceptance of any its appointment as an Administrative Agent hereunder by a successor, such successor Administrative Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring Administrative Agent, and the retiring Administrative Agent shall be discharged from its duties and obligations hereunder. The fees payable by Borrower to a successor Agent shall be the same as those payable to its predecessor unless otherwise agreed between Borrower and such successor. After an Administrative Agent's resignation hereunder, as appropriate, under this Credit Agreement and the other Credit Documents and the provisions of this Article X and Section 10 11.03 shall inure to continue in effect for the benefit of such retiring Agent, its benefit as to sub-agents and their respective Affiliates in respect of any actions taken or omitted to be taken by it any of them while it was an Administrative Agent under this Credit Agreementacting as Agent.

Successor Agent. The Administrative Agent may, at any time, or Co-Agent may resign upon 20 days as agent hereunder by giving not fewer than thirty (30) days' prior written notice to Borrower and the LendersBanks. Upon any such If Administrative Agent or Co-Agent shall resign under this Agreement, then whichever of Agents which shall not have resigned shall fulfill the roles of both Administrative Agent and Co-Agent. If both Agents shall resign under this Agreement, then (a) the Majority Banks shall appoint from among the Banks a successor agent for the Banks (with the consent of Borrower so long as an Event of Default has not occurred and which consent shall not be unreasonably withheld or delayed), or (b) if a successor agent shall not be so appointed and approved within the thirty (30) day period following the notice to the Banks of the resignation, the Required Lenders then Agents shall have the right to appoint a successor Administrative Agent, which successor shall be reasonably acceptable to agent (with the Borrower; provided that the consent of Borrower shall have no right to approve such successor during the existence and continuation of a Default or so long as an Event of Default. If no successor Administrative Agent Default has not occurred and which consent shall have been so appointed by not be unreasonably withheld or delayed) who shall serve as agent until such time as the Required Lenders, and shall have accepted such appointment, within 30 days after the notice of resignation, then the retiring Administrative Agent shall select Majority Banks appoint a successor Administrative Agent; provided such successor is agent (with the consent of Borrower so long as an Eligible Assignee (Event of Default has not occurred and which consent shall not be unreasonably withheld or if no Eligible Assignee shall have been so appointed by the retiring Administrative Agent and shall have accepted such appointment, then the Lenders shall perform all obligations of the retiring Administrative Agent hereunder until such time, if any, as a successor Administrative Agent shall have been appointed and shall have accepted such appointment as provided for abovedelayed). Upon the acceptance of any appointment as an Administrative Agent hereunder by a successorits appointment, such successor Administrative Agent agent shall thereupon succeed to and become vested with all the rights, powers, privileges powers and duties of the retiring Administrative Agentas agent, and the retiring term "Administrative Agent Agent", "Co-Agent" and "Agents" shall mean such successor effective upon its appointment, and any former agent's rights, powers and duties as agent shall be discharged from its duties and obligations as an Administrative Agent, as appropriate, under terminated without any other or further act or deed on the part of such former agent or agents or any of the parties to this Credit Agreement and the other Credit Documents and the provisions of this Section 10 shall inure to its benefit as to any actions taken or omitted to be taken by it while it was an Administrative Agent under this Credit Agreement.

Successor Agent. The Administrative Agent may, at any time, may resign as Agent upon 20 days written 30 days’ notice to the LendersLenders and the Borrower, such resignation to be effective upon the acceptance of a successor agent to its appointment as Agent. Upon any In the event the GECC sells all of its Commitment and Loans as part of a sale, transfer or other disposition by GECC of substantially all of its loan portfolio, GECC shall resign as Agent and such resignationpurchaser or transferee shall become the successor Agent hereunder. If the Agent resigns under this Agreement, subject to the proviso in the preceding sentence, the Required Majority Lenders shall have appoint from among the right to appoint Lenders a successor Administrative Agentagent for the Lenders, which successor agent shall be reasonably acceptable satisfactory to the Borrower; provided that the Borrower shall have no right to approve such successor during the existence and continuation of a Default or Event of Default. If no successor Administrative agent is appointed prior to the effective date of the resignation of the Agent, the Agent shall have been so appointed by may appoint, after consulting with the Required Lenders and the Borrower, a successor agent from among the Lenders, and which successor agent shall have accepted such appointment, within 30 days after be reasonably satisfactory to the notice of resignation, then the retiring Administrative Agent shall select a successor Administrative Agent; provided such successor is an Eligible Assignee (or if no Eligible Assignee shall have been so appointed by the retiring Administrative Agent and shall have accepted such appointment, then the Lenders shall perform all obligations of the retiring Administrative Agent hereunder until such time, if any, as a successor Administrative Agent shall have been appointed and shall have accepted such appointment as provided for above)Borrower. Upon the acceptance of any its appointment as an Administrative Agent hereunder by a successorsuccessor agent hereunder, such successor Administrative Agent agent shall thereupon succeed to and become vested with all the rights, powers, privileges powers and duties of the retiring Administrative Agent and the term “Agent, ” shall mean such successor agent and the retiring Administrative Agent’s appointment, powers and duties as Agent shall be discharged from its duties and obligations terminated. After any retiring Agent’s resignation hereunder as an Administrative Agent, as appropriate, under this Credit Agreement and the other Credit Documents and the provisions of this Section 10 14 shall inure to its benefit as to any actions taken or omitted to be taken by it while it was an Administrative Agent under this Credit Agreement.

Successor Agent. The Administrative (a) Agent may, may at any timetime assign its rights, resign upon 20 days written powers, privileges and duties hereunder to (i) another Lender, or (ii) any Person to whom Agent, in its capacity as a Lender, has assigned (or will assign, in conjunction with such assignment of agency rights hereunder) fifty percent (50%) or more of the Credit Extensions or Applicable Commitments then held by Agent (in its capacity as a Lender), in each case without the consent of the Lenders or Borrower. Following any such assignment, Agent shall give notice to the LendersLenders and Borrower. An assignment by Agent pursuant to this subsection (a) shall not be deemed a resignation by Agent for purposes of subsection (b) below. (b) Without limiting the rights of Agent to designate an assignee pursuant to subsection (a) above, Agent may at any time give notice of its resignation to the Lenders and Borrower. Upon receipt of any such notice of resignation, the Required Lenders shall have the right to appoint a successor Administrative Agent, which successor shall be reasonably acceptable to the Borrower; provided that the Borrower shall have no right to approve such successor during the existence and continuation of a Default or Event of Default. If no such successor Administrative Agent shall have been so appointed by the Required Lenders, and shall have accepted such appointment, within 30 days after the notice of resignation, then the retiring Administrative Agent shall select a successor Administrative Agent; provided such successor is an Eligible Assignee (or if no Eligible Assignee shall have been so appointed by the retiring Administrative Agent and shall have accepted such appointment, then the Lenders shall perform all obligations of the retiring Administrative Agent hereunder until such time, if any, as a successor Administrative Agent shall have been appointed and shall have accepted such appointment within ten (10) Business Days after the retiring Agent gives notice of its resignation, then the retiring Agent may, on behalf of the Lenders, appoint a successor Agent; provided, however, that if Agent shall notify Borrower and the Lenders that no Person has accepted such appointment, then such resignation shall nonetheless become effective in accordance with such notice from Agent that no Person has accepted such appointment and, from and following delivery of such notice, (i) the retiring Agent shall be discharged from its duties and obligations hereunder and under the other Financing Documents, and (ii) all payments, communications and determinations provided to be made by, to or through Agent shall instead be made by or to each Lender directly, until such time as Required Lenders appoint a successor Agent as provided for above in this subsection (b). (c) Upon (i) an assignment permitted by subsection (a) above). Upon , or (ii) the acceptance of any a successor’s appointment as an Administrative Agent hereunder by a successorpursuant to subsection (b) above, such successor Administrative Agent shall thereupon succeed to and become vested with all of the rights, powers, privileges and duties of the retiring Administrative (or retired) Agent, and the retiring Administrative Agent shall be discharged from all of its duties and obligations as an Administrative Agent, as appropriate, hereunder and under this Credit Agreement and the other Credit Financing Documents (if not already discharged therefrom as provided above in this subsection (c)). The fees payable by Borrower to a successor Agent shall be the same as those payable to its predecessor unless otherwise agreed between Borrower and such successor. After the retiring Agent’s resignation hereunder and under the other Financing Documents, the provisions of this Section 10 Article shall inure to continue in effect for the benefit of such retiring Agent and its benefit as to sub-agents in respect of any actions taken or omitted to be taken by it any of them while it the retiring Agent was an Administrative Agent under this Credit Agreementacting or was continuing to act as Agent.

Successor Agent. The Administrative Agent may, and at any timethe request of the Required Lenders shall, resign as Agent upon 20 days written 30 days' notice to the LendersLenders and Borrower. Upon any such resignationIf the Agent resigns under this Agreement, the Required Lenders, with the consent of the Borrower, which consent shall not be unreasonably withheld, shall appoint from among the Lenders shall have the right to appoint a successor Administrative Agent, agent for the Lenders which successor agent shall be reasonably acceptable to approved by the Borrower; provided that the Borrower shall have no right to approve such successor during the existence and continuation of a Default or Event of Default. If no successor Administrative agent is appointed prior to the effective date of the resignation of the Agent, the Agent with the consent of the Borrower, which consent shall have been so appointed by not be unreasonably withheld, may appoint, after consulting with the Required LendersLenders and the Borrower, and shall have accepted such appointment, within 30 days after the notice of resignation, then the retiring Administrative Agent shall select a successor Administrative Agent; provided such successor is an Eligible Assignee (or if no Eligible Assignee shall have been so appointed by agent from among the retiring Administrative Agent and shall have accepted such appointment, then the Lenders shall perform all obligations of the retiring Administrative Agent hereunder until such time, if any, as a successor Administrative Agent shall have been appointed and shall have accepted such appointment as provided for above)Lenders. Upon the acceptance of any its appointment as an Administrative Agent hereunder by a successorsuccessor agent hereunder, such successor Administrative Agent agent shall thereupon succeed to and become vested with all the rights, powers, privileges powers and duties of the retiring Administrative Agent and the term "Agent, " shall mean such successor agent and the retiring Administrative Agent's appointment, powers and duties as Agent shall be discharged from its duties and obligations terminated. After any retiring Agent's resignation hereunder as an Administrative Agent, as appropriate, under this Credit Agreement and the other Credit Documents and the provisions of this Section 10 9 and Sections 10.4 and 10.5 shall inure to its benefit as to any actions taken or omitted to be taken by it while it was an Administrative Agent under this Credit Agreement. If no successor agent has accepted appointment as Agent by the date which is 30 days following a 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. The retiring Agent shall refund to Borrower that portion of any agency fee paid to such Agent as is not earned due to such Agent’s resignation, prorated to the date of such Agent’s resignation.

Successor Agent. The Administrative Agent may, may resign at any time, resign upon 20 time by giving 30 days written prior notice thereof to the LendersLenders and the Credit Parties. Upon any such resignation, the Required Lenders shall have the right with, if no Event of Default under Section 9.1(a), (c)(i) or (f) exists, the consent of the Borrower (not to be unreasonably withheld) to appoint a successor Administrative Agent, which successor shall be reasonably acceptable to the Borrower; provided that the Borrower shall have no right to approve such successor during the existence and continuation of a Default or Event of Default. If no successor Administrative Agent shall have been so appointed by the Required Lenders, Lenders and shall have accepted such appointment, appointment within 30 thirty (30) days after the retiring Agent's giving of notice of resignation, then the retiring Administrative Agent shall select may, on behalf of the Lenders, appoint a successor Administrative Agent; provided such successor is an Eligible Assignee (or if no Eligible Assignee Agent which shall have been so appointed by be a commercial bank organized under the retiring Administrative Agent and shall have accepted such appointment, then the Lenders shall perform all obligations laws of the retiring Administrative Agent hereunder until such time, if any, as a successor Administrative Agent shall have been appointed United States having combined capital and shall have accepted such appointment as provided for above)surplus of at least $100,000,000. Upon the acceptance of any appointment as an Administrative Agent hereunder by a successor, such successor Administrative Agent shall thereupon succeed to and become vested with all the rights, powers, privileges discretion, privileges, and duties of the retiring Administrative Agent, and the retiring Administrative Agent shall be discharged from its duties and obligations hereunder. After any retiring Agent's resignation hereunder as an Administrative Agent, as appropriate, under this Credit Agreement and the other Credit Documents and the provisions of this Section 10 shall inure to continue in effect for its benefit as to in respect of any actions taken or omitted to be taken by it while it was an Administrative acting as Agent. If no successor administrative agent has accepted appointment as Agent under this Credit Agreementby the date which is thirty (30) days following a 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.

Successor Agent. The Administrative Agent may, may resign at any time, resign upon 20 days time by giving written notice thereof to the Lenders and the Borrower and may be removed at any time with or without cause by the Required Lenders. Upon any such resignationresignation or removal, (i) the Borrower, with the consent of the Required Lenders (such consent not to be unreasonably withheld or delayed) shall have the right to appoint a successor Agent or (ii) if an Event of Default shall have occurred and be continuing, then the Required Lenders shall have the right to appoint a successor Administrative Agent, which successor shall be reasonably acceptable to the Borrower; provided that the Borrower shall have no right to approve such successor during the existence and continuation of a Default or Event of Default. If no successor Administrative Agent shall have been so appointed by the Required Lendersappointed, and shall have accepted such appointment, within 30 days after the retiring Agent’s giving of notice of resignationresignation or the Required Lenders’ removal of the retiring Agent, then the retiring Administrative Agent shall select may, on behalf of the Lenders and in consultation with the Borrower, appoint a successor Administrative Agent; provided such successor is an Eligible Assignee (or if no Eligible Assignee , which shall have been so appointed by be a commercial bank organized under the retiring Administrative Agent and shall have accepted such appointment, then the Lenders shall perform all obligations laws of the retiring Administrative Agent hereunder until such time, if any, as United States of America or of any State thereof and having a successor Administrative Agent shall have been appointed combined capital and shall have accepted such appointment as provided for above)surplus of at least $500,000,000. Upon the acceptance of any appointment as an Administrative Agent hereunder by a successorsuccessor Agent, such successor Administrative Agent shall thereupon succeed to and become vested with all the rights, powers, discretion, privileges and duties of the retiring Administrative Agent, and the retiring Administrative Agent shall be discharged from its duties and obligations under this Agreement provided that if such successor Agent shall have been appointed without the consent of the Borrower, such successor Agent may be replaced by the Borrower with the consent of the Required Lenders so long as an Administrative no Event of Default has occurred and is continuing. After any retiring Agent’s resignation or removal hereunder as Agent, as appropriate, under this Credit Agreement and the other Credit Documents and the provisions of this Section 10 Article VII shall inure to its benefit as to any actions taken or omitted to be taken by it while it was an Administrative Agent under this Credit Agreement.

Successor Agent. The Administrative Agent may, may resign at any time, resign upon 20 days time as Agent under the Loan Documents by giving written notice thereof to the LendersLenders and the Borrower. Upon any such resignation, the Required Requisite Lenders shall have the right to appoint a successor Administrative AgentAgent which appointment shall, which successor shall be reasonably acceptable to the Borrower; provided that the Borrower shall have no right to approve such successor during the existence and continuation of a Default or Event of DefaultDefault exists, be subject to the Borrower’s approval, which approval shall not be unreasonably withheld or delayed (except that the Borrower shall, in all events, be deemed to have approved each Lender and any of its affiliates as a successor Agent). If no successor Administrative Agent shall have been so appointed by in accordance with the Required Lendersimmediately preceding sentence, and shall have accepted such appointment, within 30 days after the current Agent’s giving of notice of resignation, then the retiring Administrative current Agent shall select may, on behalf of the Lenders, appoint a successor Administrative Agent; provided such successor is , which shall be a Lender, if any Lender shall be willing to serve, and otherwise shall be an Eligible Assignee (or if no Eligible Assignee shall have been so appointed by the retiring Administrative Agent and shall have accepted such appointment, then the Lenders shall perform all obligations of the retiring Administrative Agent hereunder until such time, if any, as a successor Administrative Agent shall have been appointed and shall have accepted such appointment as provided for above)Assignee. Upon the acceptance of any appointment as an Administrative Agent hereunder by a successorsuccessor Agent, such successor Administrative Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring Administrative current Agent, and the retiring Administrative current Agent shall be discharged from its duties and obligations under the Loan Documents. After any Agent’s resignation hereunder as an Administrative Agent, as appropriate, under this Credit Agreement and the other Credit Documents and the provisions of this Section 10 Article. shall continue to inure to its benefit as to any actions taken or omitted to be taken by it while it was an Administrative Agent under this Credit Agreementthe Loan Documents. Notwithstanding anything contained herein to the contrary, the Agent may assign its rights and duties under the Loan Documents to any of its affiliates by giving the Borrower and each Lender prior written notice.

Successor Agent. The Administrative Subject to the appointment and acceptance of a successor Agent mayas provided in this paragraph, the Agent may resign at any time, resign upon 20 days written notice to time by notifying the LendersLenders and the Borrower. Upon any such resignation, the Required Lenders shall have the right right, in consultation with the Borrower, to appoint a successor Administrative Agent, which successor shall be reasonably acceptable to the Borrower; provided that the Borrower shall have no right to approve such successor during the existence and continuation of a Default or Event of Defaultsuccessor. 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 notice of resignation, then the retiring Administrative Agent shall select a successor Administrative Agent; provided such successor is an Eligible Assignee (or if no Eligible Assignee shall have been so appointed by the retiring Administrative Agent and shall have accepted such appointment, then the Lenders shall perform all obligations of the retiring Administrative Agent hereunder until such time, if any, as a successor Administrative Agent shall have been appointed and shall have accepted such appointment within 30 days after the retiring Agent gives notice of its resignation (or such earlier day as provided for abovemay be agreed by the Required Lenders)(the “Resignation Date”), then the retiring Agent may, on behalf of the Lenders, appoint a successor Agent which shall be a bank with an office in New York, New York, or an Affiliate of any such bank. Whether or not a successor has been appointed, such resignation shall become effective in accordance with such notice on the Resignation Effective Date. Upon the acceptance of any its appointment as an Administrative Agent hereunder by a successor, such successor Administrative Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring Administrative Agent, and the retiring Administrative Agent shall be discharged from its duties and obligations hereunder. The fees payable by the Borrower to a successor Agent shall be the same as an Administrative those payable to its predecessor unless otherwise agreed between the Borrower and such successor. After the Agent’s resignation hereunder, as appropriate, under this Credit Agreement and the other Credit Documents and the provisions of this Article and Section 10 10.05 shall inure to continue in effect for the benefit of such retiring Agent, its benefit as to sub agents and their respective Related Parties in respect of any actions taken or omitted to be taken by it any of them while it was an Administrative Agent under this Credit Agreementacting as Agent.

Successor Agent. The Administrative Agent may, may resign at any time, resign upon 20 days time as Agent under the Loan Documents by giving written notice thereof to the LendersLenders and the Borrower. Upon any such resignation, the Required Requisite Lenders shall have the right to appoint a successor Administrative AgentAgent which appointment shall, which successor shall be reasonably acceptable to the Borrower; provided that the Borrower shall have no right to approve such successor during the existence and continuation of a Default or Event of DefaultDefault exists, be subject to the Borrower’s approval, which approval shall not be unreasonably withheld or delayed (except that the Borrower shall, in all events, be deemed to have approved each Lender and its affiliates as a successor Agent). If no successor Administrative Agent shall have been so appointed by in accordance with the Required Lendersimmediately preceding sentence, and shall have accepted such appointment, within 30 days after the resigning Agent’s giving of notice of resignation, then the retiring Administrative resigning Agent shall select may, on behalf of the Lenders, appoint a successor Administrative Agent; provided such successor is an Eligible Assignee (or if no Eligible Assignee , which shall have been so appointed by the retiring Administrative Agent and shall have accepted such appointment, then the Lenders shall perform all obligations of the retiring Administrative Agent hereunder until such timebe a Lender, if anyany Lender shall be willing to serve, as and otherwise shall be a successor Administrative Agent commercial bank having total combined assets of at least $50,000,000,000 and provided no Default or Event of Default exists, shall have been appointed and be subject to the Borrower’s approval, which approval shall have accepted such appointment as provided for above)not be unreasonably withheld or delayed. Upon the acceptance of any appointment as an Administrative Agent hereunder by a successorsuccessor Agent, such successor Administrative Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring Administrative Agent, and the retiring Administrative Agent shall be discharged from its duties and obligations as an Administrative under the Loan Documents. Such successor Agent shall issue letters of credit in substitution for the Letters of Credit, if any, outstanding at the time of such succession or shall make other arrangements satisfactory to the current Agent, in either case, to assume effectively the obligations of the current Agent with respect to such Letters of Credit. After any Agent’s resignation hereunder as appropriateAgent, under this Credit Agreement and the other Credit Documents and the provisions of this Section 10 Article XII. shall continue to inure to its benefit as to any actions taken or omitted to be taken by it while it was an Administrative Agent under this Credit Agreementthe Loan Documents.

Successor Agent. (a) The Administrative Agent may, may resign at any time, resign upon 20 days time by giving written notice thereof to the Lenders and the Borrower and may be removed at any time with cause by the Majority Lenders; provided, however, the Agent may not resign or be removed until (i) a successor Agent has been appointed and shall have accepted such appointment and (ii) the successor Agent has assumed all responsibility for issuance of the Letters of Credit and the successor Agent has assumed in the place and stead of the Agent all existing liability under outstanding Letters of Credit. The transactions described in the immediately preceding sentence shall be accomplished pursuant to written agreements reasonably satisfactory to the Agent and the successor Agent. Upon any such resignationresignation or removal, the Required Majority Lenders shall have the right to appoint a successor Administrative Agent, which successor shall be reasonably acceptable to the Borrower; provided that the Borrower shall have no right to approve such successor during the existence and continuation of a Default or Event of Default. If no successor Administrative Agent shall have been so appointed by the Required Majority Lenders, and shall have accepted such appointment, within 30 thirty (30) days after the retiring Agent's giving of notice of resignationresignation or the Majority Lenders' removal of the retiring Agent, then the retiring Administrative Agent shall select may, on behalf of the Lenders, appoint a successor Administrative Agent; provided such successor is , which shall be a bank that maintains an Eligible Assignee (office in the United States, or if no Eligible Assignee shall have been so appointed by a commercial bank organized under the retiring Administrative Agent and shall have accepted such appointment, then the Lenders shall perform all obligations laws of the retiring Administrative Agent hereunder until United States of America or any State thereof, or any Affiliate of such timebank, if any, as having a successor Administrative Agent shall have been appointed combined capital and shall have accepted such appointment as provided for above). surplus of at least $100,000,000. (b) Upon the acceptance of any appointment as an Administrative the Agent hereunder by a successorsuccessor Agent, such successor Administrative Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring Administrative Agent, and the retiring Administrative Agent shall be discharged from its duties and obligations under this Agreement. After any retiring Agent's resignation or removal hereunder as an Administrative Agent, as appropriate, under this Credit Agreement and the other Credit Documents and the provisions of this Section 10 Article XI shall inure to its benefit as to any actions taken or omitted to be taken by it while it was an Administrative Agent under this Credit Agreement.

Successor Agent. The Administrative Agent may, and at any timethe request of the Required Lenders shall, resign as Agent upon 20 days written 30 days' notice to the LendersLenders and Borrower. Upon any such resignationIf the Agent resigns under this Agreement, the Required Lenders, with the consent of the Borrower, which consent shall not be unreasonably withheld, shall appoint from among the Lenders shall have the right to appoint a successor Administrative Agent, agent for the Lenders which successor agent shall be reasonably acceptable to approved by the Borrower; provided that the Borrower shall have no right to approve such successor during the existence and continuation of a Default or Event of Default. If no successor Administrative agent is appointed prior to the effective date of the resignation of the Agent, the Agent with the consent of the Borrower, which consent shall have been so appointed by not be unreasonably withheld, may appoint, after consulting with the Required LendersLenders and the Borrower, and shall have accepted such appointment, within 30 days after the notice of resignation, then the retiring Administrative Agent shall select a successor Administrative Agent; provided such successor is an Eligible Assignee (or if no Eligible Assignee shall have been so appointed by agent from among the retiring Administrative Agent and shall have accepted such appointment, then the Lenders shall perform all obligations of the retiring Administrative Agent hereunder until such time, if any, as a successor Administrative Agent shall have been appointed and shall have accepted such appointment as provided for above)Lenders. Upon the acceptance of any its appointment as an Administrative Agent hereunder by a successorsuccessor agent hereunder, such successor Administrative Agent agent shall thereupon succeed to and become vested with all the rights, powers, privileges powers and duties of the retiring Administrative Agent and the term "Agent, " shall mean such successor agent and the retiring Administrative Agent's appointment, powers and duties as Agent shall be discharged from its duties and obligations terminated. After any retiring Agent's resignation hereunder as an Administrative Agent, as appropriate, under this Credit Agreement and the other Credit Documents and the provisions of this Section 10 9 and Sections 10.4 and 10.5 shall inure to its benefit as to any actions taken or omitted to be taken by it while it was an Administrative Agent under this Credit Agreement. If no successor agent has accepted appointment as Agent by the date which is 30 days following a 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. The retiring Agent shall refund to Borrower that portion of any agency fee paid to such Agent as is not earned due to such Agent's resignation, prorated to the date of such Agent's resignation.

Successor Agent. The Administrative Agent may, at any time, may resign upon 20 as agent hereunder by giving not fewer than thirty (30) days prior written notice to Administrative Borrower and the Lenders. Upon any such resignationIf Agent shall resign under this Agreement, then either (a) the Required Lenders shall have appoint from among the right Lenders a successor agent for the Lenders (with the consent of Administrative Borrower so long as an Event of Default has not occurred and which consent shall not be unreasonably withheld), or (b) if a successor agent shall not be so appointed and approved within the thirty (30) day period following Agent’s notice to the Lenders of its resignation, then Agent shall appoint a successor Administrative Agent, which agent that shall serve as agent until such time as the Required Lenders appoint a successor shall be reasonably acceptable to the Borrower; provided that the Borrower shall have no right to approve such successor during the existence and continuation of a Default or Event of Defaultagent. If no successor Administrative agent has accepted appointment as Agent shall have been so appointed by the Required Lenders, and shall have accepted such appointment, within 30 date that is thirty (30) days after the following a retiring Agent’s notice of resignation, then the retiring Administrative Agent Agent’s resignation shall select a successor Administrative Agent; provided such successor is an Eligible Assignee (or if no Eligible Assignee shall have been so appointed by the retiring Administrative Agent nevertheless thereupon become effective, and shall have accepted such appointment, then the Lenders shall assume and perform all obligations of the retiring Administrative duties of Agent hereunder until such time, if any, as the Required Lenders appoint a successor Administrative Agent shall have been appointed and shall have accepted such appointment agent as provided for above). Upon the acceptance of any appointment as an Administrative Agent hereunder by a successorits appointment, such successor Administrative Agent agent shall thereupon succeed to and become vested with all the rights, powers, privileges powers and duties of the retiring Administrative Agentas agent, and the retiring Administrative Agent term “Agent” means such successor effective upon its appointment, and the former agent’s rights, powers and duties as agent shall be discharged from its duties and obligations terminated without any other or further act or deed on the part of such former agent or any of the parties to this Agreement. After any retiring Agent’s resignation as an Administrative Agent, as appropriate, under this Credit Agreement and the other Credit Documents and the provisions of this Section 10 Article IX shall inure to its benefit as to any actions taken or omitted to be taken by it while it was an Administrative Agent under this Credit AgreementAgreement and the other Loan Documents.

Successor Agent. The Administrative Each Agent may, may resign at any time, resign upon 20 days time as Agent under the Loan Documents by giving at least 30 days' prior written notice thereof to the LendersLenders and the Company. In the event of a material breach of its duties hereunder, an Agent may be removed as Agent under the Loan Documents at any time by the Requisite Lenders upon 30-days' prior notice. Upon any such resignationresignation or removal, the Required Requisite Lenders shall have the right to appoint a successor Administrative AgentAgent which appointment shall, which successor shall be reasonably acceptable to the Borrower; provided that the Borrower shall have no right to approve such successor during the existence and continuation of a Default or Event of DefaultDefault shall have occurred and be continuing, be subject to the Company's approval, which approval shall not be unreasonably withheld or delayed (except that Company shall, in all events, be deemed to have approved each Lender as a successor Agent). If no successor Administrative Agent shall have been so appointed by the Required Requisite Lenders, and shall have accepted such appointment, within 30 thirty days after the resigning Agent's giving of notice of resignationresignation or the Requisite Lenders' removal of the resigning Agent, then the retiring Administrative resigning or removed Agent shall select may, on behalf of the Lenders, appoint a successor Administrative Agent; provided such successor is an Eligible Assignee (or if no Eligible Assignee , which shall have been so appointed by the retiring Administrative Agent and shall have accepted such appointment, then the Lenders shall perform all obligations of the retiring Administrative Agent hereunder until such timebe a Lender, if anyany Lender shall be willing to serve, as and otherwise shall be a successor Administrative Agent shall have been appointed and shall have accepted such appointment as provided for above)commercial bank having total combined assets of at least $50,000,000,000. Upon the acceptance of any appointment as an Administrative Agent hereunder by a successorsuccessor Agent, such successor Administrative Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring Administrative resigning Agent, and the retiring Administrative Agent shall be discharged from its duties and obligations under the Loan Documents arising or accruing thereafter. After any resigning Agent's resignation or removal hereunder as an Administrative Agent, as appropriate, under this Credit Agreement and the other Credit Documents and the provisions of this Section 10 Article 11 shall inure to its benefit as to any actions taken or omitted to be taken by it while it was an Administrative Agent under this Credit Agreementthe Loan Documents.

Successor Agent. The Administrative Agent may(i) may resign as Agent or (ii) shall resign if such resignation is required by Section 4.04(b) [Replacement of a Bank], at any time, resign upon 20 days in either case of (i) or (ii) by giving not less than thirty (30) days’ prior written notice to the LendersBorrowers. Upon any such resignationIf the Agent shall resign under this Agreement, then either (a) the Required Lenders Banks shall have appoint from among the right to appoint Banks a successor Administrative Agentagent for the Banks, which successor shall be reasonably acceptable subject to the Borrower; provided that consent of the Borrower Borrowers, such consent not to be unreasonably withheld, or (b) if a successor agent shall have no right to approve such successor during the existence and continuation of a Default or Event of Default. If no successor Administrative Agent shall have been not be so appointed by and approved within the Required Lenders, and shall have accepted such appointment, within 30 days after thirty (30) day period following the Agent’s notice to the Banks of its resignation, then the retiring Administrative Agent shall select appoint, with the consent of the Borrowers, such consent not to be unreasonably withheld, a successor Administrative Agent; provided such successor is an Eligible Assignee (or if no Eligible Assignee agent who shall have been so appointed by the retiring Administrative serve as Agent and shall have accepted such appointment, then the Lenders shall perform all obligations of the retiring Administrative Agent hereunder until such time, if any, time as the Required Banks appoint and the Borrowers consent to the appointment of a successor Administrative Agent shall have been appointed and shall have accepted such appointment as provided for above)agent. Upon the acceptance of any its appointment as an Administrative Agent hereunder by a successorpursuant to either clause (a) or (b) above, such successor Administrative Agent agent shall thereupon succeed to and become vested with all the rights, powers, privileges powers and duties of the retiring Administrative Agent, and the retiring Administrative term “Agent” shall mean such successor agent, effective upon its appointment, and the former Agent’s rights, powers and duties as Agent shall be discharged from its duties and obligations as an Administrative Agentterminated without any other or further act or deed on the part of such former Agent or any of the parties to this Agreement. After the resignation of any Agent hereunder, as appropriate, under this Credit Agreement and the other Credit Documents and the provisions of this Section 10 ARTICLE IX shall inure to its the benefit as of such former Agent and such former Agent shall not by reason of such resignation be deemed to be released from liability for any actions taken or omitted to be not taken by it while it was an Administrative Agent under this Credit Agreement.

Successor Agent. The Administrative Agent may, as hereinafter provided, resign at any time, resign upon 20 days written time by giving 30 days' prior notice (the “Resignation Notice”) thereof to the Lenders and the Borrower. The Majority Lenders. Upon any , with the consent of the Borrower, provided no Event of Default is subsisting, such resignationconsent not to be unreasonably withheld, will forthwith upon receipt of the Required Lenders shall have the right to Resignation Notice appoint a successor Administrative agent (the “Successor Agent, which successor shall be reasonably acceptable ”) to assume the Borrower; provided that the Borrower shall have no right to approve such successor during the existence and continuation of a Default or Event of Default. 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 notice of resignation, then the retiring Administrative Agent shall select a successor Administrative Agent; provided such successor is an Eligible Assignee (or if no Eligible Assignee shall have been so appointed by the retiring Administrative Agent and shall have accepted such appointment, then the Lenders shall perform all obligations duties hereunder of the retiring Administrative Agent hereunder until such time, if any, as a successor Administrative Agent shall have been appointed and shall have accepted such appointment as provided for above)resigning Agent. Upon the acceptance of any appointment as an Administrative Agent agent hereunder by a successorSuccessor Agent, such successor Administrative Successor Agent shall will thereupon succeed to and become vested with all the rights, powers, privileges and duties as agent under the Documents of the retiring Administrative resigning Agent. Upon such acceptance, and the retiring Administrative resigning Agent shall will be discharged from its further duties and obligations as an Administrative agent under the Documents, but any such resignation will not affect such resigning Agent's obligations hereunder as a Lender, including for its Rateable Portion of the Aggregate Commitment Amount. After the resignation of the Agent as appropriateagent hereunder, under this Credit Agreement and the other Credit Documents and the provisions of this Section 10 shall inure Article 21 will continue to enure to its benefit as to any actions taken or omitted to be taken by it while it was an Administrative the agent of the Lenders hereunder. Notwithstanding the foregoing, if the Majority Lenders fail to appoint a Successor Agent under this Credit Agreementwithin 30 days of receipt of the Resignation Notice, the resigning Agent may appoint a Successor Agent from among the Lenders, with the consent of the Borrower, provided no Event of Default is subsisting, such consent not to be unreasonably withheld.

Successor Agent. The Administrative Subject to the appointment and acceptance of a successor Agent mayas provided below, the Agent may resign at any time, resign upon 20 time by giving 30 days written notice thereof to the Borrower and the Lenders. Upon any such resignation, the Required Lenders Majority Lenders, with the prior written consent of the Borrower (which consent shall not be required (a) if the successor Agent is an Affiliate or Subsidiary of the Agent on the date hereof or (b) for so long as a Default or Event of Default has occurred and is continuing), shall have the right to appoint a successor Administrative Agent, which successor Agent who shall be reasonably acceptable one of the Lenders unless none of the Lenders wishes to the Borrower; provided that the Borrower shall have no right to approve accept such successor during the existence and continuation of a Default or Event of Defaultappointment. 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 notice of resignation, then the retiring Administrative Agent shall select a successor Administrative Agent; provided such successor is an Eligible Assignee (or if no Eligible Assignee shall have been so appointed by the retiring Administrative Agent and shall have accepted such appointment, then the Lenders shall perform all obligations of the retiring Administrative Agent hereunder until such time, if any, as a successor Administrative Agent shall have been appointed and shall have accepted such appointment as provided for above)by the time of such resignation, then the retiring Agent may, on behalf of the Lenders, appoint a successor Agent. Upon the acceptance of any appointment as an Administrative Agent hereunder by a successorsuccessor Agent, such successor Administrative Agent shall thereupon succeed to and become vested with all the rights, powers, privileges privileges, duties and duties obligations of the retiring Administrative Agent, Agent (in its capacity as Agent but not in its capacity as a Lender) and the retiring Administrative Agent shall be discharged from its duties and obligations hereunder (in its capacity as an Administrative Agent but not in its capacity as a Lender). After any retiring Agent's resignation hereunder as the Agent, as appropriate, under this Credit Agreement and the other Credit Documents and the provisions of this Section 10 Article 9 shall inure to continue in effect for its benefit as to in respect of any actions taken or omitted to be taken by it while it was an Administrative Agent under this Credit Agreementacting as the Agent.

Successor Agent. The Administrative Each Agent may, may resign as such at any time, resign time upon 20 days written at least thirty (30) days’ prior notice to the Lenders, the Issuing Bank and Borrower and without notice to the Bank Product Providers. Upon any such resignation, the Required Lenders shall have the right right, in consultation with Borrower so long as no Default or Event of Default shall have then occurred and be continuing, to appoint a successor Administrative Agent, which successor shall be reasonably acceptable to Agent from among the Borrower; provided that the Borrower shall have no right to approve such successor during the existence and continuation of a Default or Event of DefaultLenders. If no successor Administrative Agent shall have been so appointed by the Required Lenders, Lenders and shall have accepted such appointment, appointment within 30 thirty (30) days after the retiring Agent gives notice of its resignation, then the retiring Administrative Agent shall select may, on behalf of the Lenders and the Issuing Bank, appoint a successor Administrative Agent; provided such , which successor is an Eligible Assignee shall be a commercial banking institution organized under the laws of the United States (or any State thereof) or a United States branch or agency of a commercial banking institution, in each case, having combined capital and surplus of at least $500,000,000; provided, that if no Eligible Assignee shall have been so appointed by 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 Administrative Agent Agent’s resignation shall nevertheless thereupon become effective, and shall have accepted such appointment, then the Lenders shall assume and perform all obligations of the retiring Administrative duties of the Agent hereunder under the Loan Documents until such time, if any, as the Required Lenders appoint a successor Administrative Agent shall have been appointed and shall have accepted such appointment as provided for above)Agent. Upon the acceptance of any its appointment as an Administrative Agent hereunder by a successor, such successor Administrative Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring Administrative Agent, and the retiring Administrative (or retired) Agent shall be discharged from its duties and obligations under the Loan Documents. The fees payable by Borrower to a successor Agent shall be the same as those payable to its predecessor unless otherwise agreed between Borrower and such successor. After an Administrative Agent’s resignation hereunder, as appropriate, under this Credit Agreement and the other Credit Documents and the provisions of this Article X, Section 10 11.03 and Sections 11.09 and 11.10 shall inure to continue in effect for the benefit of such retiring Agent, its benefit as to sub-agents and their respective Affiliates in respect of any actions taken or omitted to be taken by it any of them while it was an Administrative Agent under this Credit Agreementacting as Agent.

Successor Agent. (a) The Administrative Agent may, may resign from the performance of all its functions and duties hereunder and under the other Loan Documents at any time, resign upon 20 days time by giving at least thirty (30) days’ prior written notice to Borrower and each Lender. The Agent may be removed with or without cause by the LendersRequired Lenders upon ten (10) days’ prior written notice from the Required Lenders to the Agent. Such resignation or removal shall take effect upon the acceptance by a successor Agent of appointment pursuant to clauses (b) and (c) below or as otherwise provided below. (b) Upon any such resignationnotice of resignation or removal, the Required Lenders shall have the right to appoint a successor Administrative AgentAgent with, which successor shall be reasonably acceptable to the Borrower; provided that the Borrower shall have so long as no right to approve such successor during the existence and continuation of a Default or Event of Default. If no successor Administrative Agent shall have been so appointed by Default under Sections 9.4 or 9.5 exists, the Required Lenders, and shall have accepted prior written consent of Borrower (such appointment, within 30 days after the notice of resignation, then the retiring Administrative Agent shall select a successor Administrative Agent; provided such successor is an Eligible Assignee (consent not to be unreasonably delayed or if no Eligible Assignee shall have been so appointed by the retiring Administrative Agent and shall have accepted such appointment, then the Lenders shall perform all obligations of the retiring Administrative Agent hereunder until such time, if any, as a successor Administrative Agent shall have been appointed and shall have accepted such appointment as provided for abovewithheld). Upon the acceptance of any appointment as an Administrative Agent hereunder by a successorsuccessor Agent, such successor Administrative Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring Administrative Agent, and the retiring Administrative Agent shall be immediately discharged from its duties and obligations under this Agreement and the other Loan Documents. (c) If no such successor Agent shall have been so appointed by the Required Lenders within 30 days after the retiring Agent gives notice of its resignation or thirty (30) days after the Required Lenders give notice of removal to the retiring Agent, then the retiring Agent may (but is not required to) on behalf of the Lenders, appoint a successor Agent; provided, that if the Agent shall notify Borrower and the Lenders that no qualifying Person has accepted such appointment, then such resignation or removal shall nonetheless become effective in accordance with such notice and (1) the retiring Agent shall be discharged from its duties and obligations hereunder and under the other Loan Documents (except that in the case of any collateral security held by the Agent on behalf of the Lenders under any of the Loan Documents, the retiring Agent shall continue to hold such collateral security until such time as an Administrative a successor Agent is appointed) and (2) all payments, communications and determinations provided to be made by, to or through the Agent shall instead be made by or to each Lender directly, until such time as the Required Lenders appoint a successor Agent as provided for in clause (b) above. The fees payable by Borrower to a successor Agent shall be the same as those payable to its predecessor unless otherwise agreed between Borrower and such successor. (d) After the retiring Agent, as appropriate, ’s resignation or removal under this Credit Agreement and the other Credit Documents and Section 17.8, the provisions of this Section 10 17, Section 11.3, and Section 19.9 shall inure to continue in effect for the benefit of such retiring Agent, its benefit as to sub-agents and their respective Agent-Related Parties in respect of any actions taken or omitted to be taken by it any of them while it was an Administrative acting as Agent or on behalf of the Agent and if applicable, while continuing to hold collateral security on behalf of the Lenders under any of the Loan Documents. Any corporation or association into which the Agent may be merged or converted or with which it may be consolidated shall be the Agent under this Credit AgreementAgreement without further act.

Successor Agent. The Administrative Agent may, may resign at any time, resign upon 20 days time as Agent under the Financing Documents by giving written notice thereof to the Lenders, the Issuers, the Swing Line Lender and the Borrower and may be removed at any time with or without cause by the Required Lenders. Upon any such resignationresignation or removal, the Required Lenders shall have the right to appoint a successor Administrative Agent, which successor shall be reasonably acceptable to Agent with the prior written consent of the Borrower; , such consent not to be unreasonably withheld (provided that the Borrower shall have no consent right to approve such successor upon the occurrence and during the existence and continuation continuance of a Default or Event of Matured Default). 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 notice of resignation, then the retiring Administrative Agent shall select a successor Administrative Agent; provided such successor is an Eligible Assignee (Lenders or if no Eligible Assignee shall have been so appointed by the retiring Administrative Agent and shall have accepted such appointment, then the Lenders shall perform all obligations of the retiring Administrative Agent hereunder until such time, if any, as a successor Administrative Agent shall have been appointed and shall have accepted such appointment as within sixty (60) days after the retiring Agent’s giving of notice of resignation or the Required Lenders’ removal of the Agent, then the retiring Agent may, on behalf of the Lenders and the Issuers, appoint a successor Agent with the Borrower’s prior written consent, such consent not to be unreasonably withheld (provided for abovethat the Borrower shall have no consent right upon the occurrence and during the continuance of a Matured Default), which shall be a bank or other financial institution having a combined capital and surplus of at least $500,000,000 or its equivalent. Upon the acceptance of any appointment as an Administrative Agent hereunder by a successorsuccessor Agent, such successor Administrative Agent shall be entitled to receive from the retiring Agent such documents of transfer and assignment as such successor Agent shall reasonably request and shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring Administrative Agent, and the retiring Administrative Agent shall be discharged from its duties and obligations under this Agreement. After the retiring Agent’s resignation or removal as an Administrative Agent, as appropriate, under this Credit Agreement and the other Credit Documents and the provisions of this Section 10 Article XII shall inure to its benefit as to any actions taken or omitted to be taken by it while it was an Administrative Agent under this Credit Agreement.

Successor Agent. Agent may resign as administrative agent under this Agreement and the other Loan Documents upon thirty (30) days’ notice to Lenders and Borrower; provided, that for so long as SLG is a Lender hereunder, SLG, or an Affiliate thereof, shall be the Agent hereunder unless an Event of Default then exists, in which case SLG need not remain as Agent. The Administrative Agent Lenders (which for the purposes thereof, shall not include the pro rata interest of the Lender then serving as Agent) may, at any time, resign upon 20 days reasonable written notice to Agent and Borrower, elect to remove Agent if it is determined in a final, non-appealable judgment by a court of competent jurisdiction that Agent has engaged in gross negligence or willful misconduct. If Agent shall resign as administrative agent under this Agreement and the Lenders. Upon any such resignationother Loan Documents or if the Lenders shall elect to remove Agent for cause as aforesaid, then, subject to the following sentence, the Required Lenders shall have appoint from among the right to appoint Lenders (or an Affiliate of any Lender) a successor Administrative Agent (with the consent of such successor Agent and notice to Borrower) for Lender, whereupon such successor Agent shall succeed to the rights, powers and duties of Agent, which and the term “Agent” shall mean such successor Agent effective upon such appointment, consent and notice, and Agent’s rights, powers and duties as Agent shall be reasonably acceptable terminated, without any other or further act or deed on the part of such former Agent or any of the parties to this Agreement or any holders of the Borrower; provided that the Borrower shall have no right to approve such successor during the existence and continuation of a Default or Event of DefaultLoan. If no successor Administrative Agent shall have been so appointed has accepted appointment as administrative agent by the Required Lenders, and shall have accepted such appointment, within 30 date that is thirty (30) days after the following a retiring Agent’s notice of resignation, then the retiring Administrative Agent Agent’s resignation shall select a successor Administrative Agent; provided such successor is an Eligible Assignee (or if no Eligible Assignee shall have been so appointed by the retiring Administrative Agent nevertheless thereupon become effective, and shall have accepted such appointment, then the Lenders shall assume and perform all obligations of the retiring Administrative duties of Agent hereunder until such time, if any, as the Lenders, appoint a successor Administrative Agent shall have been appointed and shall have accepted such appointment as provided for above). Upon After any retiring Agent’s resignation hereunder as Agent or removal for cause as aforesaid upon the acceptance of any appointment as an Administrative Agent hereunder by a successor, such successor Administrative Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties election of the retiring Administrative AgentLenders, and the retiring Administrative Agent shall be discharged from its duties and obligations as an Administrative Agent, as appropriate, under this Credit Agreement and the other Credit Documents and the provisions of this Section 10 the Loan Documents shall continue to inure to its benefit as to any actions taken or omitted to be taken by it while it was an Administrative Agent under this Credit Agreementthe Loan Documents.

Successor Agent. The Administrative Agent may, as hereinafter provided, resign at any time, resign upon 20 days time by giving 45 days’ prior written notice thereof to the LendersLenders and the Borrower. Upon any such resignation, the Required Lenders shall shall, after soliciting the views of the Borrower, have the right to appoint another Lender as a successor Administrative agent (the “Successor Agent, which successor shall be reasonably acceptable to the Borrower; provided that ”) approved by the Borrower shall have no right (such approval not to approve such successor during the existence and continuation of a Default or Event of Defaultbe unreasonably withheld). If no successor Administrative Successor Agent shall have been so appointed by the Required Lenders, Lenders and shall have accepted such appointment, appointment within 30 days after the retiring Agent’s giving of notice of resignation, then the retiring Administrative Agent shall, on behalf of the Lenders, appoint a Successor Agent who shall select be a successor Administrative Agent; provided such successor is an Eligible Assignee (or if no Eligible Assignee shall have been so appointed Lender approved by the retiring Administrative Agent and shall have accepted Borrower (such appointment, then the Lenders shall perform all obligations of the retiring Administrative Agent hereunder until such time, if any, as a successor Administrative Agent shall have been appointed and shall have accepted such appointment as provided for aboveapproval not to be unreasonably withheld). Upon the acceptance of any appointment as an Administrative Agent hereunder by a successorSuccessor Agent, such successor Administrative Successor Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring Administrative Agent, and the retiring Administrative Agent shall thereupon be discharged from its further duties and obligations as an Administrative Agent under this Agreement. After any retiring Agent’s resignation hereunder as Agent, as appropriate, under this Credit Agreement and the other Credit Documents and the provisions of this Section 10 Article shall inure continue to enure to its benefit as to any actions taken or omitted to be taken by it as Agent or in its capacity as Agent while it was an Administrative Agent under this Credit Agreementhereunder.

Successor Agent. The Administrative Agent may, as hereinafter provided, resign at any time, resign upon 20 days time by giving 45 days' prior written notice thereof to the LendersLenders and the Borrower. Upon any such resignation, the Required Lenders shall shall, after soliciting the views of the Borrower, have the right to appoint another Lender as a successor Administrative agent (the "Successor Agent, which successor shall be reasonably acceptable to the Borrower; provided that ") approved by the Borrower shall have no right (such approval not to approve such successor during the existence and continuation of a Default or Event of Defaultbe unreasonably withheld). If no successor Administrative Successor Agent shall have been so appointed by the Required Lenders, Lenders and shall have accepted such appointment, appointment within 30 days after the retiring Agent's giving of notice of resignation, then the retiring Administrative Agent shall, on behalf of the Lenders, appoint a Successor Agent who shall select be a successor Administrative Agent; provided such successor is an Eligible Assignee (or if no Eligible Assignee shall have been so appointed Lender approved by the retiring Administrative Agent and shall have accepted Borrower (such appointment, then the Lenders shall perform all obligations of the retiring Administrative Agent hereunder until such time, if any, as a successor Administrative Agent shall have been appointed and shall have accepted such appointment as provided for aboveapproval not to be unreasonably withheld). Upon the acceptance of any appointment as an Administrative Agent hereunder by a successorSuccessor Agent, such successor Administrative Successor Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring Administrative Agent, and the retiring Administrative Agent shall thereupon be discharged from its further duties and obligations as an Administrative Agent under this Agreement. After any retiring Agent's resignation hereunder as Agent, as appropriate, under this Credit Agreement and the other Credit Documents and the provisions of this Section 10 Article shall inure continue to enure to its benefit as to any actions taken or omitted to be taken by it as Agent or in its capacity as Agent while it was an Administrative Agent under this Credit Agreementhereunder.

Successor Agent. The Administrative Subject to the appointment and acceptance of a successor agent as provided in this Section 11.17, the Agent may, may resign at any time, resign upon 20 days time by giving written notice thereof to each of the Lenders and the Borrower, and the Agent may be removed at any time for cause by the Lenders other than the Agent in its capacity as a Lender (the "Remaining Lenders") provided that Remaining Lenders holding Commitments of eighty percent (80%) or more of the Commitments of all the Remaining Lenders consent to such removal. Upon any such resignationresignation or removal, the Required Remaining Lenders shall have the right to appoint a successor Administrative Agent, which agent with the written approval of the Borrower (such approval not to be unreasonably withheld). Any successor agent appointed under this Section 11.17 shall be reasonably acceptable to the Borrower; provided that the Borrower shall have no right to approve such successor during the existence a Lender which has offices in Calgary, Alberta and continuation of a Default or Event of DefaultToronto, Ontario. 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 notice of resignation, then the retiring Administrative Agent shall select a successor Administrative Agent; provided such successor is an Eligible Assignee (or if no Eligible Assignee shall have been so appointed by the retiring Administrative Agent and shall have accepted such appointment, then the Lenders shall perform all obligations of the retiring Administrative Agent hereunder until such time, if any, as a successor Administrative Agent agent shall have been appointed by the Remaining Lenders and shall have accepted such appointment as provided for abovewithin thirty (30) days after the retiring agent's giving of notice of resignation or the Remaining Lenders' removal of the retiring agent, then the retiring agent may, on behalf of the Lenders and with the written approval of the Borrower (such approval not to be unreasonably withheld), appoint a successor agent. Upon the acceptance of any appointment as an Administrative Agent hereunder by a successor, successor agent such successor Administrative Agent agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring Administrative agent as Agent, and the retiring Administrative Agent agent shall be discharged from its duties and obligations under this Agreement as an Administrative Agent. After any retiring agent's resignation or removal hereunder as the Agent, as appropriate, under this Credit Agreement and the other Credit Documents and the provisions of this Section 10 Agreement shall inure to continue in effect for its benefit as to and for the benefit of the Lenders in respect of any actions taken or omitted to be taken by it the retiring agent while it was an Administrative Agent under this Credit Agreementacting as the Agent.

Successor Agent. The Administrative Agent may, may resign at any time, resign upon 20 days time as Agent under the Loan Documents by giving written notice thereof to the LendersLenders and the Borrower. Upon any such resignation, the Required Requisite Lenders shall have the right to appoint a successor Administrative AgentAgent which appointment shall, which successor shall be reasonably acceptable to the Borrower; provided that the Borrower shall have no right to approve such successor during the existence and continuation of a Default or Event of DefaultDefault exists, be subject to the Borrower’s approval, which approval shall not be unreasonably withheld or delayed (except that the Borrower shall, in all events, be deemed to have approved each Lender and its affiliates as a successor Agent). If no successor Administrative Agent shall have been so appointed by in accordance with the Required Lendersimmediately preceding sentence, and shall have accepted such appointment, within 30 days after the resigning Agent’s giving of notice of resignation, then the retiring Administrative resigning Agent shall select may, on behalf of the Lenders, appoint a successor Administrative Agent; provided such successor is an Eligible Assignee (or if no Eligible Assignee , which shall have been so appointed by the retiring Administrative Agent and shall have accepted such appointment, then the Lenders shall perform all obligations of the retiring Administrative Agent hereunder until such timebe a Lender, if anyany Lender shall be willing to serve, as and otherwise shall be a successor Administrative Agent shall have been appointed and shall have accepted such appointment as provided for above)commercial bank having total combined assets of at least $50,000,000,000. Upon the acceptance of any appointment as an Administrative Agent hereunder by a successorsuccessor Agent, such successor Administrative Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring Administrative Agent, and the retiring Administrative Agent shall be discharged from its duties and obligations as an Administrative under the Loan Documents. Such successor Agent shall issue letters of credit in substitution for the Letters of Credit, if any, outstanding at the time of such succession or shall make other arrangements satisfactory to the current Agent, in either case, to assume effectively the obligations of the current Agent with respect to such Letters of Credit. After any Agent’s resignation hereunder as appropriateAgent, under this Credit Agreement and the other Credit Documents and the provisions of this Section 10 Article XII. shall continue to inure to its benefit as to any actions taken or omitted to be taken by it while it was an Administrative Agent under this Credit Agreementthe Loan Documents.

Successor Agent. The Administrative Agent maymay resign as Agent, at any time, resign upon 20 days written 30 days’ notice to Lenders; provided if, following payment in full of all Liabilities owing to Lenders holding Loans the LendersAgent elects to resign or resigns at the election of the holders of Loans such 30 day notice period shall not apply. Upon any such resignationIf Agent resigns under this Loan Agreement, the Required Lenders shall, with (so long as no Event of Default exists) the consent of Borrower (which shall have the right to not be unreasonably withheld or delayed), appoint from among Lenders a successor Administrative Agent, which successor shall be reasonably acceptable to the Borrower; provided that the Borrower shall have no right to approve such successor during the existence and continuation of a Default or Event of Defaultagent for Lenders. If no successor Administrative agent is appointed prior to the effective date of the resignation of Agent, Agent shall have been so appointed by the Required Lendersmay appoint, after consulting with Lender and shall have accepted such appointmentBorrower, within 30 days after the notice of resignation, then the retiring Administrative Agent shall select a successor Administrative Agent; provided such successor is an Eligible Assignee (or if no Eligible Assignee shall have been so appointed by the retiring Administrative Agent and shall have accepted such appointment, then the Lenders shall perform all obligations of the retiring Administrative Agent hereunder until such time, if any, as a successor Administrative Agent shall have been appointed and shall have accepted such appointment as provided for above)agent from among Lenders. Upon the acceptance of any its appointment as an Administrative Agent hereunder by a successorsuccessor agent hereunder, such successor Administrative Agent agent shall thereupon succeed to and become vested with all the rights, powers, privileges powers and duties of the retiring Administrative Agent and the term “Agent” shall mean such successor agent, and the retiring Administrative Agent’s appointment, powers and duties as Agent shall be discharged from its duties and obligations as an Administrative terminated. After any retiring Agent’s resignation hereunder, as appropriate, under this Credit Agreement and the other Credit Documents and the provisions of this Section 10 12 and Sections 13.12 and 13.28 shall inure to its benefit as to any actions taken or omitted to be taken by it while it was an Administrative Agent under this Credit Loan Agreement. If no successor agent has accepted appointment as Agent by the date which is 30 days following a retiring Agent’s notice of resignation, the retiring Agent’s resignation shall nevertheless thereupon become effective and Lenders shall 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.

Successor Agent. The Administrative Agent may, may resign at any time, resign upon 20 days time by giving ten (10) days’ prior written notice to the Borrower and the Lenders. Upon any such notice of resignation, the Required Lenders will, with the prior written consent of the Borrower (which consent shall have not be unreasonably withheld), appoint from among the right to appoint Lenders a successor Administrative Agent, which successor shall be reasonably acceptable to the Borrower; Agent (provided that the Borrower Borrower’s consent shall have no right to approve such successor during not be required in the existence and continuation of event a Default or Event of DefaultDefault shall have occurred and be continuing). If no successor Administrative to the Agent shall have been so appointed by the Required Lenders, and shall have accepted such appointment, within 30 days after the notice of resignation, then the retiring Administrative Agent shall select a successor Administrative Agent; provided such successor is an Eligible Assignee (or if no Eligible Assignee shall have been so appointed by the retiring Administrative Agent and shall have accepted such appointment, then the Lenders shall perform all obligations of the retiring Administrative Agent hereunder until such time, if any, as a successor Administrative Agent shall have been appointed and shall have accepted such appointment as provided for above)within such ten-day period, then the retiring Agent may, on behalf of the Lenders and after consulting with the Lenders and the Borrower, appoint a successor Agent from among the Lenders. Upon the acceptance of any appointment as an Administrative Agent hereunder by a successorsuccessor Agent, such successor Administrative Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring Administrative Agent, and the retiring Administrative Agent shall be discharged from its duties and obligations as an Administrative Agent, as appropriate, hereunder and under this Credit Agreement and the other Credit Documents and Documents. After any retiring Agent’s resignation as Agent, the provisions of this Section 10 Article shall inure to its benefit as to any actions taken or omitted to be taken by it while it was an Administrative Agent. If no successor to the Agent has accepted appointment as Agent by the thirtieth (30th) day following a retiring Agent’s notice of resignation, the retiring Agent’s resignation shall nevertheless thereupon become effective, and the Lenders shall thereafter perform all of the duties of the Agent hereunder and under this the other Credit AgreementDocuments until such time, if any, as the Required Lenders appoint a successor Agent as provided for hereinabove.

Successor Agent. The Administrative Each Agent may, may resign at any time, resign time upon 20 days written 30 days’ notice to the LendersPurchasers and Borrower. If the Administrative Agent is not performing its role hereunder as Administrative Agent, the Administrative Agent may be removed as the Administrative Agent hereunder at the request of the Borrower and the Required Purchasers. Upon receipt of any such resignationnotice of resignation or upon such removal, the Required Lenders Purchasers shall have the right right, with the Borrower’s consent (unless an Event of Default under Section 5.4(a), (e), (g) or (h) has occurred and is continuing), to appoint a successor Administrative Agentsuccessor, which successor shall be reasonably acceptable to a bank with an office in the Borrower; provided that United States, or an Affiliate of any such bank with an office in the Borrower shall have no right to approve such successor during the existence and continuation of a Default or Event of DefaultUnited States. If no such successor Administrative Agent shall have been so appointed by the Required Lenders, Purchasers and shall have accepted such appointment, appointment within 30 days after the retiring Agent gives notice of resignationits resignation (the “Resignation Effective Date”), then the retiring Administrative Agent may (but shall select not be obligated to) on behalf of the Purchasers, appoint a successor Administrative Agent, which shall be an Approved Bank with an office in New York, New York, or an Affiliate of any such Approved Bank; provided that if no successor shall have been so appointed, such retiring Agent’s resignation should nonetheless become effective on the Resignation Effective Date. If the Person serving as an Agent is not performing its role hereunder as such Agent, the Required Purchasers and the Borrower may, to the extent permitted by applicable law, by notice in writing to such Person remove such Person as Agent and, with the consent of the Borrower, appoint a successor. If no such successor is an Eligible Assignee (or if no Eligible Assignee shall have been so appointed by the retiring Administrative Agent and shall have accepted such appointment, then the Lenders shall perform all obligations of the retiring Administrative Agent hereunder until such time, if any, as a successor Administrative Agent shall have been appointed Required Purchasers and shall have accepted such appointment as provided for abovewithin 30 days (the “Removal Effective Date”). Upon , then such removal shall nonetheless become effective in accordance with such notice on the acceptance of any appointment as an Administrative Agent hereunder by a successor, such successor Administrative Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring Administrative Agent, and the retiring Administrative Agent shall be discharged from its duties and obligations as an Administrative Agent, as appropriate, under this Credit Agreement and the other Credit Documents and the provisions of this Section 10 shall inure to its benefit as to any actions taken or omitted to be taken by it while it was an Administrative Agent under this Credit AgreementRemoval Effective Date.

Successor Agent. The Administrative Agent may, may give written notice of resignation at any time, resign upon 20 days written notice time to Lenders and Borrower and may be removed at any time with cause by the Majority Lenders. Upon any such resignationresignation or removal, the Required Majority Lenders shall have the right to appoint a successor Administrative Agent, which successor shall be reasonably acceptable to the Borrower; provided that the Borrower shall have no right to approve such successor during the existence and continuation of a Default or Event of Default. 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 notice of resignation, then the retiring Administrative Agent shall select a successor Administrative Agent; provided such successor is an Eligible Assignee (or if no Eligible Assignee shall have been so appointed by the retiring Administrative Agent and shall have accepted such appointment, then the Majority Lenders shall perform all obligations of the retiring Administrative Agent hereunder until such time, if any, as a successor Administrative Agent shall have been appointed and shall have accepted such appointment as provided for abovewithin thirty (30) days after the retiring Agent's giving of notice of resignation or the Majority Lenders' removal of the retiring Agent, then the retiring Agent may, on behalf of Lenders, appoint a successor Agent, which shall be a bank organized under the laws of the United States or of any state thereof, or any affiliate of such bank, and having a combined capital and surplus of at least Five Hundred Million Dollars ($500,000,000). Upon the acceptance of any appointment as an Administrative Agent hereunder by a successorsuccessor Agent, such successor Administrative Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring Administrative Agent, and the retiring Administrative Agent shall be discharged from its duties and obligations as an Administrative under this Agreement. Until the acceptance by such a successor Agent, the retiring Agent shall continue as appropriate"Agent" hereunder. Notwithstanding any retiring Agent's resignation or removal hereunder as Agent, under this Credit Agreement and the other Credit Documents and the provisions of this Section Article 10 shall inure to its benefit as to any actions taken or omitted to be taken by it while it was an Administrative Agent under this Credit Agreement. Any company into which Agent may be merged or converted or with which it may be consolidated or any company resulting from any merger, conversion or consolidation to which it shall be a party or, with Borrower's consent, any company to which Agent may sell or transfer all or substantially all of its agency relationships shall be the successor to Agent without the execution or filing of any paper or further act, anything herein to the contrary notwithstanding.

Successor Agent. The Administrative Agent may, may resign at any time, resign upon 20 days time by giving thirty --------------- (30) days' prior written notice to the Borrower and the Lenders. Upon any such notice of resignation, the Required Lenders will, with the prior written consent of the Borrower (which consent shall have not be unreasonably withheld), appoint from among the right to appoint Lenders a successor Administrative Agent, which successor shall be reasonably acceptable to the Borrower; Agent (provided that the Borrower Borrower's consent -------- shall have no right to approve such successor during not be required in the existence and continuation of event a Default or Event of DefaultDefault shall have occurred and be continuing). If no successor Administrative to the Agent shall have been so appointed by the Required Lenders, and shall have accepted such appointment, within 30 days after the notice of resignation, then the retiring Administrative Agent shall select a successor Administrative Agent; provided such successor is an Eligible Assignee (or if no Eligible Assignee shall have been so appointed by the retiring Administrative Agent and shall have accepted such appointment, then the Lenders shall perform all obligations of the retiring Administrative Agent hereunder until such time, if any, as a successor Administrative Agent shall have been appointed and shall have accepted such appointment as provided for above)within such thirty-day period, then the retiring Agent may, on behalf of the Lenders and after consulting with the Lenders and the Borrower, appoint a successor Agent from among the Lenders. Upon the acceptance of any appointment as an Administrative Agent hereunder by a successorsuccessor Agent, such successor Administrative Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring Administrative Agent, and the retiring Administrative Agent shall be discharged from its duties and obligations as an Administrative Agent, as appropriate, hereunder and under this Credit Agreement and the other Credit Documents and Documents. After any retiring Agent's resignation as Agent, the provisions of this Section 10 Article shall inure to its benefit as to any actions taken or omitted to be taken by it while it was an Administrative Agent. If no successor to the Agent has accepted appointment as Agent by the thirtieth (30th) day following a retiring Agent's notice of resignation, the retiring Agent's resignation shall nevertheless thereupon become effective, and the Lenders shall thereafter perform all of the duties of the Agent hereunder and under this the other Credit AgreementDocuments until such time, if any, as the Required Lenders appoint a successor Agent as provided for hereinabove.

Successor Agent. The Administrative Agent may, at any time, resign upon 20 30 days written notice to the LendersLenders and the Borrower. Upon any such resignation, the Borrower with the consent of the Required Lenders (such consent of the Required Lenders not to be unreasonably withheld or delayed) shall have the right to appoint a successor Administrative Agent, which successor shall be reasonably acceptable to the Borrower; provided that the Borrower shall have no right to approve such successor during the existence and continuation of a Default or Event of Default. If no successor Administrative Agent shall have been so appointed by the Required Lenders, and shall have accepted such appointment, appointment within 30 days after the notice of resignation, then the retiring Administrative Agent shall in consultation with the Borrower, select a successor Administrative Agent; Agent provided such successor is a Lender hereunder or qualifies as an Eligible Assignee (or if no Eligible Assignee shall have been so appointed by the retiring Administrative Agent and shall have accepted such appointment, then the Lenders shall perform all obligations of the retiring Administrative Agent hereunder until such time, if any, as a successor Administrative Agent shall have been appointed and shall have accepted such appointment as provided for above). Upon the acceptance of any appointment as an Administrative Agent hereunder by a successor, such successor Administrative Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring Administrative Agent, and the retiring Administrative Agent shall be discharged from its duties and obligations as an Administrative Agent, as appropriate, under this Credit Agreement and the other Credit Documents and the provisions of this Section 10 10.9 shall inure to its benefit as to any actions taken or omitted to be taken by it while it was an Administrative Agent under this Credit Agreement; provided, if such successor Agent shall have been appointed without the consent of the Borrower, such successor Agent may be replaced by the Borrower with the consent of the Required Lenders so long as no Event of Default has occurred and is continuing.

Successor Agent. The Any Agent may resign at any time by giving written notice thereof to the Lenders and the 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 maywill not be effective until it has also been replaced as Collateral Agent and released from all of its obligations in respect thereof; provided, at further, that in no event shall any time, resign upon 20 days written notice to the Lenderssuch successor Administrative Agent be a Defaulting Lender. Upon any such resignationresignation or removal, the Required Majority Lenders shall have the right to appoint a successor Administrative Agent, which successor shall be reasonably acceptable to the Borrower; provided that the Borrower shall have no right to approve such successor during the existence and continuation of a Default or Event of Default. If no successor Administrative Agent shall have been so appointed by the Required Majority Lenders, and shall have accepted such appointment, within 30 days after the retiring Agent’s giving of notice of resignationresignation or the Majority Lenders’ removal of the retiring Agent, then the retiring Agent may, on behalf of the Lenders, appoint a successor Agent, which in the case of the Administrative Agent shall select be a successor Administrative Agent; provided such successor is an Eligible Assignee (commercial bank organized under the laws of Argentina or if no Eligible Assignee shall have been so appointed by the retiring Administrative Agent and shall have accepted such appointment, then the Lenders shall perform all obligations of the retiring Administrative Agent hereunder until such time, if any, as a successor Administrative Agent shall have been appointed and shall have accepted such appointment as provided for above)Bahamas. Upon the acceptance of any appointment as an Administrative Agent hereunder by a successorsuccessor Agent and, in the case of a successor Collateral Agent, upon the execution and filing or recording of such financing statements, mortgages, agreements, or 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 the Liens granted or purported to be granted by the Security Documents, such successor Administrative Agent shall thereupon succeed to and become vested with all the rights, powers, discretion, privileges and duties of the retiring Administrative Agent, and the retiring Administrative Agent shall be discharged from its duties and obligations as an Administrative under the Credit Documents. If within 90 days after written notice is given of the retiring Agent, as appropriate, ’s resignation or removal under this Credit Agreement Section 10.6 no successor Agent shall have been appointed and shall have accepted such appointment, then on such day (a) the other retiring Agent’s resignation or removal shall become effective, (b) the retiring Agent shall thereupon be discharged from its duties and obligations under the Credit Documents and (c) the Majority Lenders shall thereafter perform all duties of the retiring Agent under the Credit 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 10 shall inure to its benefit as to any actions taken or omitted to be taken by it while it was an Agent under the Credit Documents. If the Person serving as Administrative Agent under this Credit Agreementis a Defaulting Lender pursuant to clause (d) of the definition thereof, the Majority Lenders may, to the extent permitted by applicable law, by notice in writing to the Borrower and such Person remove such Person as Administrative Agent and, in consultation with the Borrower, appoint a successor. If no such successor shall have been so appointed by the Majority Lenders and shall have accepted such appointment within 30 days (or such earlier day as shall be agreed by the Majority Lenders) (the “Removal Effective Date”), then such removal shall nonetheless become effective in accordance with such notice on the Removal Effective Date.

Successor Agent. The Administrative Agent may, at any time, may resign upon 20 as agent hereunder by giving not fewer than thirty (30) days prior written notice to Borrower and the Lenders. Upon any such resignationIf Agent shall resign under this Agreement, then either (a) the Required Lenders shall have appoint from among the right Lenders a successor agent for the Lenders (with the consent of Borrower so long as an Event of Default does not exist and which consent shall not be unreasonably withheld), or (b) if a successor agent shall not be so appointed and approved within the thirty (30) day period following Agent’s notice to the Lenders of its resignation, then Agent shall appoint a successor Administrative Agent, which agent that shall serve as agent until such time as the Required Lenders appoint a successor shall be reasonably acceptable to the Borrower; provided that the Borrower shall have no right to approve such successor during the existence and continuation of a Default or Event of Defaultagent. If no successor Administrative agent has accepted appointment as Agent shall have been so appointed by the Required Lenders, and shall have accepted such appointment, within 30 date that is thirty (30) days after the following a retiring Agent’s notice of resignation, then the retiring Administrative Agent Agent’s resignation shall select a successor Administrative Agent; provided such successor is an Eligible Assignee (or if no Eligible Assignee shall have been so appointed by the retiring Administrative Agent nevertheless thereupon become effective, and shall have accepted such appointment, then the Lenders shall assume and perform all obligations of the retiring Administrative duties of Agent hereunder until such time, if any, as the Required Lenders appoint a successor Administrative Agent shall have been appointed and shall have accepted such appointment agent as provided for above). Upon the acceptance of any appointment as an Administrative Agent hereunder by a successorits appointment, such successor Administrative Agent agent shall thereupon succeed to and become vested with all the rights, powers, privileges powers and duties of the retiring Administrative Agentas agent, and the retiring Administrative Agent term “Agent” means such successor effective upon its appointment, and the former agent’s rights, powers and duties as agent shall be discharged from its duties and obligations terminated without any other or further act or deed on the part of such former agent or any of the parties to this Agreement. After any retiring Agent’s resignation as an Administrative Agent, as appropriate, under this Credit Agreement and the other Credit Documents and the provisions of this Section 10 Article X shall inure to its benefit as to any actions taken or omitted to be taken by it while it was an Administrative Agent under this Credit AgreementAgreement and the other Loan Documents.

Successor Agent. (a) The Administrative Agent may, at any time, resign upon 20 days written five (5) Business Days' notice to the LendersLenders and the Borrower, resign at any time (effective upon the appointment of a successor Agent pursuant to the provisions of this Section 10.9) by giving written notice thereof to the Lenders and the Borrower. Such resignation of the Agent shall also operate as a resignation of Bankers Trust Company as Issuing Bank. Upon any such resignation, the Required Majority Lenders shall have the right right, upon five (5) days' notice and approval by the Borrower (which approval shall not be unreasonably withheld), to appoint a successor Administrative Agent, Agent which shall also serve as successor shall be reasonably acceptable to the Borrower; provided that the Borrower shall have no right to approve such successor during the existence and continuation of a Default or Event of DefaultIssuing Bank. If no successor Administrative Agent (i) shall have been so appointed by the Required Majority Lenders, and (ii) shall have accepted such appointment, within 30 thirty (30) days after the retiring Agent's giving of notice of resignation, then then, upon five (5) days' notice, the retiring Administrative Agent shall select may, on behalf of the Lenders, appoint a successor Administrative Agent; provided such , which shall also serve as successor is an Eligible Assignee Issuing Bank. (or if no Eligible Assignee shall have been so appointed by the retiring Administrative Agent and shall have accepted such appointment, then the Lenders shall perform all obligations of the retiring Administrative Agent hereunder until such time, if any, as a successor Administrative Agent shall have been appointed and shall have accepted such appointment as provided for above). b) Upon the acceptance of any appointment as an Administrative Agent hereunder by a successorsuccessor Agent, such successor Administrative Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring Administrative Agent, and the retiring Administrative Agent shall be discharged from its duties and obligations as an Administrative Agent, as appropriate, under this Credit Agreement and the other Credit Documents and Agreement. After any retiring Agent's resignation hereunder as Agent, the provisions of this Section Article 10 shall inure to its benefit as to any actions taken or omitted to be taken by it while it was an Administrative Agent under this Credit Agreement. (c) In the event of a material breach by the Agent of its duties hereunder, the Agent may be removed by the Majority Lenders (other than the Agent in its individual capacity and without giving effect to any Revolving Loans or Commitments made by the Agent in its individual capacity) for cause and the provisions of this Section 10.9 shall apply to the appointment of a successor Agent. Removal of BT Commercial Corporation as Agent shall also operate as a removal of Bankers Trust Company as Issuing Bank.

Successor Agent. The Administrative Agent may, may at any time, resign upon 20 days written time give notice of its resignation to the Lenders, each Issuing Lender and the Borrower. Upon receipt of any such notice of resignation, the Required Lenders shall have the right right, in consultation with the Borrower, to appoint a successor Administrative Agentsuccessor, which successor shall be reasonably acceptable to a bank with an office in the Borrower; provided that United States, or an Affiliate of any such bank with an office in the Borrower shall have no right to approve such successor during the existence and continuation of a Default or Event of DefaultUnited States. If no such successor Administrative Agent shall have been so appointed by the Required Lenders, and shall have accepted such appointment, within 30 days after the notice of resignation, then the retiring Administrative Agent shall select a successor Administrative Agent; provided such successor is an Eligible Assignee (or if no Eligible Assignee shall have been so appointed by the retiring Administrative Agent and shall have accepted such appointment, then the Lenders shall perform all obligations of the retiring Administrative Agent hereunder until such time, if any, as a successor Administrative Agent shall have been appointed and shall have accepted such appointment within 30 days after the retiring Agent gives notice of its resignation, then the retiring Agent may on behalf of the Lenders and each Issuing Lender, appoint a successor Agent meeting the qualifications set forth above; provided that if the Agent shall notify the Borrower and the Lenders that no qualifying Person has accepted such appointment, then such resignation shall nonetheless become effective in accordance with such notice and (a) the retiring Agent shall be discharged from its duties and obligations hereunder and under the other Credit Documents (except that in the case of any collateral security held by the Agent on behalf of the Lenders or any Issuing Lender under any of the Credit Documents, the retiring Agent shall continue to hold such collateral security until such time as a successor Agent is appointed) and (b) all payments, communications and determinations provided to be made by, to or through the Agent shall instead be made by or to each Lender and each Issuing Lender directly, until such time as the Required Lenders appoint a successor Agent as provided for above)above in this Section. Upon the acceptance of any a successor’s appointment as an Administrative Agent hereunder by a successorhereunder, such successor Administrative Agent shall thereupon succeed to and become vested with all of the rights, powers, privileges and duties of the retiring Administrative (or retired) Agent, and the retiring Administrative (or retired) Agent shall be discharged from all of its duties and obligations as an Administrative Agent, as appropriate, hereunder or under this Credit Agreement and the other Credit Documents (if not already discharged therefrom as provided above in this Section). The fees payable by the Borrower to a successor Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Borrower and such successor. After the retiring Agent’s resignation hereunder and under the other Credit Documents, the provisions of this Article and Section 10 11.5 shall inure to continue in effect for the benefit of such retiring Agent, its benefit as to sub-agents and their respective Related Parties in respect of any actions taken or omitted to be taken by it any of them while it the retiring Agent was acting as Agent. Any resignation by Bank of America as Agent pursuant to this Section shall also constitute its resignation as Swingline Lender and as an Administrative Agent Issuing Lender under this Credit Agreement. Upon the acceptance of a successor’s appointment as Agent hereunder, (i) such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring Issuing Lender and Swingline Lender, (ii) the retiring Issuing Lender and Swingline Lender shall be discharged from all of their respective duties and obligations hereunder or under the other Credit Documents, and (iii) the successor Issuing Lender shall issue letters of credit in substitution for the Letters of Credit, if any, outstanding at the time of such succession or make other arrangements satisfactory to the retiring Issuing Lender to effectively assume the obligations of the retiring Issuing Lender with respect to such Letters of Credit.

Successor Agent. The Administrative Agent may, at any time, may resign as Agent upon 20 45 days written notice to the Lenders (or such shorter period agreed to by the Agent and the Required Lenders). Upon any such resignationIf Agent resigns under this Agreement, the Required Lenders (with Borrower’s approval which shall not be unreasonably withheld, as long as an Event of Default shall not have the right to occurred and then be continuing) shall appoint a successor Administrative Agent, which successor shall be reasonably acceptable to Agent for the Borrower; provided that the Borrower shall have no right to approve such successor during the existence and continuation of a Default or Event of DefaultLenders. If no successor Administrative Agent shall have been so is appointed by prior to the effective date of the resignation of Agent, Agent may appoint, after consulting with the Lenders, a successor Agent. If Agent has materially breached or failed to perform any material provision of this Agreement or of applicable law, the Required Lenders, Lenders may agree in writing to remove and shall have accepted such appointment, within 30 days after the notice of resignation, then the retiring Administrative replace Agent shall select with a successor Administrative Agent; provided Agent from among the Lenders. In any such successor is an Eligible Assignee (or if no Eligible Assignee shall have been so appointed by the retiring Administrative Agent and shall have accepted such appointmentevent, then the Lenders shall perform all obligations of the retiring Administrative Agent hereunder until such time, if any, as a successor Administrative Agent shall have been appointed and shall have accepted such appointment as provided for above). Upon upon the acceptance of any its appointment as an Administrative successor Agent hereunder by a successorhereunder, such successor Administrative Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring Administrative Agent and the term “Agent, ” shall mean such successor Agent and the retiring Administrative Agent’s appointment, powers, and duties as Agent shall be discharged from its duties and obligations terminated. After any retiring Agent’s resignation hereunder as an Administrative Agent, as appropriate, under this Credit Agreement and the other Credit Documents and the provisions of this Section 10 15 shall inure to its benefit as to any actions taken or omitted to be taken by it while it was an Administrative Agent under this Credit Agreement. If no successor Agent has accepted appointment as Agent by the effective date of a 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 Agent hereunder until such time, if any, as the Lenders appoint a successor Agent as provided for above.

Successor Agent. The Administrative Agent may, may resign at any time, resign upon 20 days time as Agent under the Loan Documents by giving written notice thereof to the LendersLenders and the Borrower. In the event of a material breach of its duties hereunder, the Agent may be removed as Agent under the Loan Documents at any time by the Requisite Lenders upon 30-day's prior notice. Upon any such resignationresignation or removal, the Required Requisite Lenders shall have the right to appoint a successor Administrative AgentAgent which appointment shall, which successor shall be reasonably acceptable to the Borrower; provided that the Borrower shall have no right to approve such successor during the existence and continuation of a Default or Event of DefaultDefault shall have occurred and be continuing, be subject to the Borrower's approval, which approval shall not be unreasonably withheld or delayed (except that Borrower shall, in all events, be deemed to have approved each Lender as a successor Agent). If no successor Administrative Agent shall have been so appointed by the Required Requisite Lenders, and shall have accepted such appointment, within 30 days after the resigning Agent's giving of notice of resignationresignation or the Requisite Lenders' removal of the resigning Agent, then the retiring Administrative resigning or removed Agent shall select may, on behalf of the Lenders, appoint a successor Administrative Agent; provided such successor is an Eligible Assignee (or if no Eligible Assignee , which shall have been so appointed by the retiring Administrative Agent and shall have accepted such appointment, then the Lenders shall perform all obligations of the retiring Administrative Agent hereunder until such timebe a Lender, if anyany Lender shall be willing to serve, as and otherwise shall be a successor Administrative Agent shall have been appointed and shall have accepted such appointment as provided for above)commercial bank having total combined assets of at least $50,000,000,000. Upon the acceptance of any appointment as an Administrative Agent hereunder by a successorsuccessor Agent, such successor Administrative Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring Administrative resigning Agent, and the retiring Administrative Agent shall be discharged from its duties and obligations under the Loan Documents. After any resigning Agent's resignation or removal hereunder as an Administrative Agent, as appropriate, under this Credit Agreement and the other Credit Documents and the provisions of this Section 10 Article XII. shall inure to its benefit as to any actions taken or omitted to be taken by it while it was an Administrative Agent under this Credit Agreementthe Loan Documents.

Successor Agent. The Administrative Agent may, may give written notice of resignation at any time, resign upon 20 days written notice time to Lenders and Borrower and may be removed at any time with cause by the Majority Lenders. Upon any such resignationresignation or removal, the Required Majority Lenders shall have the right to appoint a successor Administrative Agent, which successor shall be reasonably acceptable to the Borrower; provided that the Borrower shall have no right to approve such successor during the existence and continuation of a Default or Event of Default. 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 notice of resignation, then the retiring Administrative Agent shall select a successor Administrative Agent; provided such successor is an Eligible Assignee (or if no Eligible Assignee shall have been so appointed by the retiring Administrative Agent and shall have accepted such appointment, then the Majority Lenders shall perform all obligations of the retiring Administrative Agent hereunder until such time, if any, as a successor Administrative Agent shall have been appointed and shall have accepted such appointment as provided for abovewithin thirty (30) days after Agent's giving of notice of resignation or the Majority Lenders' removal of Agent, then Agent may on behalf of Lenders, appoint a successor Agent, which shall be (a) a Lender or (b) another bank organized under the laws of the United States or of any state thereof, or any affiliate of such bank, and having a combined capital and surplus of at least Five Hundred Million Dollars ($500,000,000). Upon the acceptance of any appointment as an Administrative Agent hereunder by a successorsuccessor Agent, such successor Administrative Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring Administrative Agent, and the retiring Administrative Agent shall be discharged from its duties and obligations as an Administrative under this Agreement. Until the acceptance by such a successor Agent, the retiring Agent shall continue as appropriate"Agent" hereunder. Notwithstanding any retiring Agent's resignation or removal hereunder as Agent, under this Credit Agreement and the other Credit Documents and the provisions of this Section 10 Article 9 shall inure to its benefit as to any actions taken or omitted to be taken by it while it was an Administrative Agent under this Credit Agreement. Any company into which Agent may be merged or converted or with which it may be consolidated or any company resulting from any merger, conversion or consolidation to which it shall be a party or any company to which Agent may sell or transfer all or substantially all of its agency relationships shall be the successor to Agent without the execution or filing of any paper or further act, anything herein to the contrary notwithstanding.

Successor Agent. The Administrative Agent may, may resign at any time, resign upon 20 days time by giving ten (10) days' prior written notice to the Borrower and the Lenders. Upon any such notice of resignation, the Required Lenders will, with the prior written consent of the Borrower (which consent shall have not be unreasonably withheld), appoint from among the right to appoint Lenders a successor Administrative Agent, which successor shall be reasonably acceptable to the BorrowerAgent; provided that the Borrower Borrower's consent shall have no right to approve such successor during not be required in the existence and continuation of event a Default or Event of DefaultDefault shall have occurred and be continuing. If no successor Administrative to the Agent shall have been so appointed by the Required Lenders, and shall have accepted such appointment, within 30 days after the notice of resignation, then the retiring Administrative Agent shall select a successor Administrative Agent; provided such successor is an Eligible Assignee (or if no Eligible Assignee shall have been so appointed by the retiring Administrative Agent and shall have accepted such appointment, then the Lenders shall perform all obligations of the retiring Administrative Agent hereunder until such time, if any, as a successor Administrative Agent shall have been appointed and shall have accepted such appointment as provided for above)within such ten-day period, then the retiring Agent may, on behalf of the Lenders and after consulting with the Lenders and the Borrower, appoint a successor Agent from among the Lenders. Upon the acceptance of any appointment as an Administrative Agent hereunder by a successorsuccessor Agent, such successor Administrative Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring Administrative Agent, and the retiring Administrative Agent shall be discharged from its duties and obligations as an Administrative Agent, as appropriate, hereunder and under this Credit Agreement and the other Credit Documents and Documents. After any retiring Agent's resignation as Agent, the provisions of this Section 10 Article shall inure to its benefit as to any actions taken or omitted to be taken by it while it was an Administrative Agent. If no successor to the Agent has accepted appointment as Agent by the thirtieth (30th) day following a retiring Agent's notice of resignation, the retiring Agent's resignation shall nevertheless thereupon become effective, and the Lenders shall thereafter perform all of the duties of the Agent hereunder and under this the other Credit AgreementDocuments until such time, if any, as the Required Lenders appoint a successor Agent as provided for hereinabove.

Successor Agent. (a) The Administrative Agent may, may resign from the performance of all its functions and duties hereunder and under the other Loan Documents at any time, resign upon 20 days time by giving at least thirty (30) Business Days’ prior written notice to Administrative Borrower and each Lender. Such resignation shall take effect upon the Lenders. acceptance by a successor Agent of appointment pursuant to clauses (b) and (c) below or as otherwise provided below. (b) Upon any such notice of resignation, the Required Lenders shall have the right to appoint a successor Administrative AgentAgent who, which successor in the absence of a continuing Event of Default, shall be reasonably acceptable satisfactory to the BorrowerBorrowers; provided that provided, however, Xxxxx Fargo Retail shall be deemed satisfactory to the Borrower shall have no right to approve such successor during the existence and continuation of a Default or Event of Default. 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 notice of resignation, then the retiring Administrative Agent shall select a successor Administrative Agent; provided such successor is an Eligible Assignee (or if no Eligible Assignee shall have been so appointed by the retiring Administrative Agent and shall have accepted such appointment, then the Lenders shall perform all obligations of the retiring Administrative Agent hereunder until such time, if any, as a successor Administrative Agent shall have been appointed and shall have accepted such appointment as provided for above)Borrowers. Upon the acceptance of any appointment as an Administrative the Agent hereunder by a successorsuccessor Agent, such successor Administrative Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring Administrative Agent, and the retiring Administrative Agent shall be discharged from its duties and obligations as an Administrative Agent, as appropriate, under this Credit Agreement and the other Credit Documents and Loan Documents. After the Agent’s resignation hereunder as the Agent, the provisions of this Section 10 Article X shall inure to its benefit as to any actions taken or omitted to be taken by it while it was an Administrative the Agent under this Credit AgreementAgreement and the other Loan Documents. (c) If a successor Agent shall not have been so appointed within said thirty (30) Business Day period, the retiring Agent shall then appoint a successor Agent who, if an Event of Default is not continuing, shall be reasonably satisfactory to the Borrowers, who shall serve as the Agent until such time, if any, as the Required Lenders appoint a successor Agent as provided above.

Successor Agent. The Administrative Agent may, at any time, may resign upon 20 days as Agent by giving not less than thirty (30) days’ prior written notice to the Borrower and the Lenders. Upon any such resignationIf the Agent shall resign under this Agreement, then either (a) the Required Lenders shall have appoint from among the right to appoint Lenders a successor Administrative Agentagent for the Lenders, which successor shall be reasonably acceptable subject to the consent of the Borrower; provided that the Borrower , such consent not to be unreasonably withheld, or (b) if a successor agent shall have no right to approve such successor during the existence and continuation of a Default or Event of Default. If no successor Administrative Agent shall have been not be so appointed by and approved within the Required Lenders, and shall have accepted such appointment, within 30 days after thirty (30) day period following the Agent’s notice to the Lenders of its resignation, then the retiring Administrative Agent shall select appoint, with the consent of the Borrower, such consent not to be unreasonably withheld, a successor Administrative Agent; provided agent who shall serve as Agent until such time as the Required Lenders appoint and the Borrower consents to the appointment of a successor is an Eligible Assignee (or if no Eligible Assignee shall have been so appointed by agent, provided, that the retiring Administrative Agent and shall have accepted such appointment, then the Lenders shall perform all obligations consent of the retiring Administrative Agent hereunder until such time, Borrower shall not be required if any, as a successor Administrative Agent shall have been appointed and shall have accepted such appointment as provided for above)any Event of Default then exists. Upon the acceptance of any its appointment as an Administrative Agent hereunder by a successorpursuant to either clause (a) or (b) above, such successor Administrative Agent agent shall thereupon succeed to and become vested with all the rights, powers, privileges powers and duties of the retiring Administrative Agent, and the retiring Administrative term “Agent” means such successor agent, effective upon its appointment, and the former Agent’s rights, powers and duties as Agent shall be discharged from its duties and obligations as an Administrative Agentterminated without any other or further act or deed on the part of such former Agent or any of the parties to this Agreement. After the resignation of any Agent hereunder, as appropriate, under this Credit Agreement and the other Credit Documents and the provisions of this Section 10 Article XII shall inure to its the benefit as of such former Agent and such former Agent shall not by reason of such resignation be deemed to be released from liability for any actions taken or omitted to be not taken by it while it was an Administrative Agent under this Credit Agreement.

Successor Agent. The Administrative Agent maymay not be removed, at any time, but may resign upon 20 days as Agent by giving not less than thirty (30) days’ prior written notice to the LendersBanks and each Borrower. Upon any such resignationIf Agent shall resign under this Agreement, then either (i) the Required Lenders Banks shall have appoint from among the right to appoint Banks a successor Administrative Agentagent for the Banks, which successor shall be reasonably acceptable subject to the Borrower; consent of each Borrower (provided that the Borrower shall have no right such consent not to approve such successor during the existence and continuation of be unreasonably withheld or if a Potential Default or an Event of Default. If no Default then exists, such consent shall not be required), or (ii) if a successor Administrative Agent agent shall have been not be so appointed by and approved within the Required Lenders, and shall have accepted such appointment, within 30 days after thirty (30) day period following Agent’s notice to the notice Banks of its resignation, then the retiring Administrative Agent shall select appoint, with the consent of each Borrower (provided that such consent not to be unreasonably withheld or if a Potential Default or an Event of Default then exists, such consent shall not be required), a successor Administrative Agent; agent who shall serve as Agent until such time as the Required Banks, appoint, and each Borrower consents to the appointment of (provided that such successor is an Eligible Assignee (consent not to be unreasonably withheld or if no Eligible Assignee a Potential Default or an Event of Default then exists, such consent shall have been so appointed by the retiring Administrative Agent and shall have accepted such appointmentnot be required), then the Lenders shall perform all obligations of the retiring Administrative Agent hereunder until such time, if any, as a successor Administrative Agent shall have been appointed and shall have accepted such appointment as provided for above)agent. Upon the acceptance of any its appointment as an Administrative Agent hereunder by a successorpursuant to either clause (i) or (ii) above, such successor Administrative Agent agent shall thereupon automatically succeed to and become vested with all the rights, powers, privileges powers and duties of the retiring Administrative Agent, and the retiring Administrative term “Agent” shall mean such successor agent, effective upon its appointment, and the former Agent’s rights, powers and duties as Agent shall be discharged from its duties and obligations as an Administrative Agentterminated without any other or further act or deed on the part of such former Agent or any of the parties to this Agreement. After the resignation of any Agent hereunder, as appropriate, under this Credit Agreement and the other Credit Documents and the provisions of this Section 10 9 shall inure to its the benefit as of such former Agent and such former Agent shall not by reason of such resignation be deemed to be released from liability for any actions taken or omitted to be not taken by it while it was an Administrative Agent under this Credit Agreement.

Successor Agent. The Administrative Any Agent may, may resign at any time, resign upon 20 time by giving ten (10) days prior written notice thereof to the Lenders and the Company, effective upon the expiration of such ten (10) days, and any Agent may be removed at any time with or without cause by written notice received by such Agent from the Required Lenders. Upon any such resignationresignation or removal, the Required Lenders shall have the right to appoint on behalf of the Lenders a successor Administrative Agent, Agent which successor shall be reasonably acceptable to Agent shall, absent the Borrower; provided that the Borrower shall have no right to approve such successor during the existence occurrence and continuation continuance of a Default or Event of Unmatured Default, be consented to by the Company (which consent shall not be unreasonably withheld). If no successor Administrative Agent shall have been so appointed by the Required Lenders, Lenders and shall have accepted such appointment, appointment within 30 ten (10) days after the retiring Agent's giving notice of resignation, then the retiring Administrative Agent may appoint on behalf of the Lenders a successor Agent which successor Agent shall, absent the occurrence and continuance of a Default or Unmatured Default, be acceptable to the Company. Such successor Agent shall select be a successor Administrative Agent; provided such successor is an Eligible Assignee (or if no Eligible Assignee shall have been so appointed by the retiring Administrative Agent commercial bank having capital and shall have accepted such appointment, then the Lenders shall perform all obligations retained earnings of the retiring Administrative Agent hereunder until such time, if any, as a successor Administrative Agent shall have been appointed and shall have accepted such appointment as provided for above)at least $500,000,000. Upon the acceptance of any appointment as an Administrative Agent hereunder by a successorsuccessor Agent, such successor Administrative Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring Administrative Agent, Agent and the retiring Administrative Agent shall be discharged from its any further duties and obligations hereunder and under the other Loan Documents. After any retiring Agent's resignation hereunder as an Administrative Agent, as appropriate, under this Credit Agreement and the other Credit Documents and the provisions of this Section 10 Article X shall inure to continue in effect for its benefit as to in respect of any actions taken or omitted to be taken by it while it was an Administrative acting as the Agent hereunder and under this Credit Agreementthe other Loan Documents.

Successor Agent. The Administrative Agent may, may resign at any time, resign upon 20 days time by giving thirty (30) days' prior written notice to the Borrower and the Lenders. Upon any such notice of resignation, the Required Lenders will, with the prior written consent of the Borrower (which consent shall have not be unreasonably withheld), appoint from among the right to appoint Lenders a successor Administrative Agent, which successor shall be reasonably acceptable to the Borrower; Agent (provided that the Borrower Borrower's consent shall have no right to approve such successor during not be required in the existence and continuation of event a Default or Event of DefaultDefault shall have occurred and be continuing). If no successor Administrative to the Agent shall have been so appointed by the Required Lenders, and shall have accepted such appointment, within 30 days after the notice of resignation, then the retiring Administrative Agent shall select a successor Administrative Agent; provided such successor is an Eligible Assignee (or if no Eligible Assignee shall have been so appointed by the retiring Administrative Agent and shall have accepted such appointment, then the Lenders shall perform all obligations of the retiring Administrative Agent hereunder until such time, if any, as a successor Administrative Agent shall have been appointed and shall have accepted such appointment as provided for above)within such thirty-day period, then the retiring Agent may, on behalf of the Lenders and after consulting with the Lenders and the Borrower, appoint a successor Agent from among the Lenders. Upon the acceptance of any appointment as an Administrative Agent hereunder by a successorsuccessor Agent, such successor Administrative Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring Administrative Agent, and the retiring Administrative Agent shall be discharged from its duties and obligations as an Administrative Agent, as appropriate, hereunder and under this Credit Agreement and the other Credit Documents and Documents. After any retiring Agent's resignation as Agent, the provisions of this Section 10 Article shall inure to its benefit as to any actions taken or omitted to be taken by it while it was an Administrative Agent. If no successor to the Agent has accepted appointment as Agent by the thirtieth (30th) day following a retiring Agent's notice of resignation, the retiring Agent's resignation shall nevertheless thereupon become effective, and the Lenders shall thereafter perform all of the duties of the Agent hereunder and under this the other Credit AgreementDocuments until such time, if any, as the Required Lenders appoint a successor Agent as provided for hereinabove.

Successor Agent. (a) The Administrative Agent may, at any time, may resign as Agent upon 20 days written thirty (30) days’ notice to the LendersLenders and the Borrowers. Upon any such resignationIf the Agent shall resign as Agent, then the Required Lenders shall have appoint from among the right to appoint Lenders a successor Administrative Agentagent for the Lenders, which successor agent shall be reasonably acceptable subject to the Borrower; provided that written approval by the Borrower Representative (which approval shall have no right to approve not be unreasonably withheld or delayed if such successor is a commercial bank with a combined capital and surplus of at least $5.0 billion and otherwise may be withheld in the Borrower Representative’s sole discretion, which approval shall not be required during the existence and continuation continuance of a Default or Specified Event of Default), whereupon such successor agent shall succeed to the rights, powers and duties of the Agent, and the term “Agent” shall mean such successor agent effective upon such appointment and approval, and the former Agent’s rights, powers and duties as Agent shall be terminated, without any other or further act or deed on the part of such former Agent or any of the parties to this Agreement or any holders of the Loans. If no successor Administrative agent has been appointed as Agent shall have been so appointed by the Required Lenders, and shall have accepted such appointment, within date that is 30 days after the following a retiring Agent’s notice of resignation, then the retiring Administrative Agent Agent’s resignation shall select a successor Administrative Agent; provided such successor is an Eligible Assignee (or if no Eligible Assignee shall have been so appointed by the retiring Administrative Agent nevertheless thereupon become effective, and shall have accepted such appointment, then the Lenders shall assume and perform all obligations of the retiring Administrative duties of the Agent hereunder until such time, if any, as the Required Lenders, subject to written approval by the Borrower Representative (which approval shall not be unreasonably withheld or delayed), appoint a successor Administrative Agent shall have been appointed and shall have accepted such appointment agent as provided for aboveabove (except that in the case of any collateral security held by the Agent under any of the Loan Documents, the retiring or removed Agent shall continue to hold such collateral security until such time as a successor Agent is appointed). Upon the acceptance of After any appointment retiring Agent’s resignation as an Administrative Agent hereunder by a successor, such successor Administrative Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring Administrative Agent, and the retiring Administrative Agent shall be discharged from its duties and obligations as an Administrative Agent, as appropriate, under this Credit Agreement and the other Credit Documents and the provisions of this Section 10 VIII and of Section 9.5 shall continue to inure to its benefit as to any actions taken or omitted to be taken by it while it was an Administrative Agent under this Credit Agreementbenefit.

Successor Agent. The Administrative (a) Agent may, may at any timetime assign its rights, resign upon 20 days written powers, privileges and duties hereunder to (i) another Lender, or (ii) any Person to whom Agent, in its capacity as a Lender, has assigned (or will assign, in conjunction with such assignment of agency rights hereunder) fifty percent (50.0%) or more of the Credit Extensions or Applicable Commitments then held by Agent (in its capacity as a Lender), in each case without the consent of the Lenders or Borrower. Following any such assignment, Agent shall give notice to the LendersLenders and Borrower. An assignment by Agent pursuant to this subsection (a) shall not be deemed a resignation by Agent for purposes of subsection (b) below. (b) Without limiting the rights of Agent to designate an assignee pursuant to subsection (a) above, Agent may at any time give notice of its resignation to the Lenders and Borrower. Upon receipt of any such notice of resignation, the Required Lenders shall have the right to appoint a successor Administrative Agent, which successor shall be reasonably acceptable to the Borrower; provided that the Borrower shall have no right to approve such successor during the existence and continuation of a Default or Event of Default. If no such successor Administrative Agent shall have been so appointed by the Required Lenders, and shall have accepted such appointment, within 30 days after the notice of resignation, then the retiring Administrative Agent shall select a successor Administrative Agent; provided such successor is an Eligible Assignee (or if no Eligible Assignee shall have been so appointed by the retiring Administrative Agent and shall have accepted such appointment, then the Lenders shall perform all obligations of the retiring Administrative Agent hereunder until such time, if any, as a successor Administrative Agent shall have been appointed and shall have accepted such appointment within ten (10) Business Days after the retiring Agent gives notice of its resignation, then the retiring Agent may, on behalf of the Lenders, appoint a successor Agent; provided, however, that if Agent shall notify Borrower and the Lenders that no Person has accepted such appointment, then such resignation shall nonetheless become effective in accordance with such notice from Agent that no Person has accepted such appointment and, from and following delivery of such notice, (i) the retiring Agent shall be discharged from its duties and obligations hereunder and under the other Loan Documents, and (ii) all payments, communications and determinations provided to be made by, to or through Agent shall instead be made by or to each Lender directly, until such time as Required Lenders appoint a successor Agent as provided for above in this subsection (b). (c) Upon (i) an assignment permitted by subsection (a) above). Upon , or (ii) the acceptance of any a successor’s appointment as an Administrative Agent hereunder by a successorpursuant to subsection (b) above, such successor Administrative Agent shall thereupon succeed to and become vested with all of the rights, powers, privileges and duties of the retiring Administrative (or retired) Agent, and the retiring Administrative Agent shall be discharged from all of its duties and obligations as an Administrative Agent, as appropriate, hereunder and under this Credit Agreement and the other Credit Loan Documents (if not already discharged therefrom as provided above in this subsection (c)). The fees payable by Borrower to a successor Agent shall be the same as those payable to its predecessor unless otherwise agreed between Borrower and such successor. After the retiring Agent’s resignation hereunder and under the other Loan Documents, the provisions of this Section 10 Article shall inure to continue in effect for the benefit of such retiring Agent and its benefit as to sub-agents in respect of any actions taken or omitted to be taken by it any of them while it the retiring Agent was an Administrative Agent under this Credit Agreementacting or was continuing to act as Agent.

Successor Agent. The Administrative Agent may, may resign at any time, resign upon 20 days time by giving thirty (30) days' prior written notice to the Borrower and the Lenders. Upon any such resignationnotice of resignation and with the prior consent of the Borrower, which consent shall not be unreasonably withheld, the Required Lenders shall have will appoint prior to the right to appoint effectiveness of the retiring Agent's resignation from among the Lenders a successor Administrative Agent, which successor shall be reasonably acceptable to the Borrower; Agent (provided that the Borrower Borrower's consent shall have no right to approve such successor during not be required in the existence and continuation of event a Default or Event of DefaultDefault shall have occurred and be continuing). If no successor Administrative to the Agent shall have been so appointed by the Required Lenders, and shall have accepted such appointment, within 30 days after the notice of resignation, then the retiring Administrative Agent shall select a successor Administrative Agent; provided such successor is an Eligible Assignee (or if no Eligible Assignee shall have been so appointed by the retiring Administrative Agent and shall have accepted such appointment, then the Lenders shall perform all obligations of the retiring Administrative Agent hereunder until such time, if any, as a successor Administrative Agent shall have been appointed and shall have accepted such appointment as provided for above)within such thirty (30)-day period, then the retiring Agent may, on behalf of the Lenders and after consulting with the Lenders and the Borrower, appoint a successor Agent from among the Lenders. Upon the acceptance of any appointment as an Administrative Agent hereunder by a successorsuccessor Agent, such successor Administrative Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring Administrative Agent, and the retiring Administrative Agent shall be discharged from its duties and obligations hereunder and under the other Loan Documents. After any retiring Agent's resignation as an Administrative Agent, as appropriate, under this Credit Agreement and the other Credit Documents and the provisions of this Section 10 Article shall inure to its benefit as to any actions taken or omitted to be taken by it while it was an Administrative Agent. If no successor to the Agent has accepted appointment as Agent by the thirtieth (30th) day following a retiring Agent's notice of resignation, the retiring Agent's resignation shall nevertheless thereupon become effective, and the Lenders shall thereafter perform all of the duties of the Agent hereunder and under this Credit Agreementthe other Loan Documents until such time, if any, as the Required Lenders appoint a successor Agent as provided for hereinabove.

Successor Agent. The Administrative Agent may, at any time, may resign as Agent upon 20 days written thirty (30) days’ notice to the Lenders, the Issuing Bank and the Borrower. Upon any such resignationIf the Agent shall resign as Agent under this Agreement and the other Loan Documents, then the Required Lenders shall have appoint (with the right to appoint a successor Administrative Agent, which successor shall be reasonably acceptable to approval of the Borrower; provided that , such approval (i) not to be unreasonably withheld, delayed or conditioned and not to be required if an Event of Default shall have occurred and be continuing and (ii) shall automatically be deemed to have been granted to any such assignment unless the Borrower shall have no right object thereto by written notice to approve Agent within 5 Business Days after having received notice thereof) from among the Lenders a successor agent for the Lenders and the Issuing Bank, whereupon such successor during the existence and continuation of a Default or Event of Default. If no successor Administrative Agent agent shall have been so appointed by the Required Lenders, and shall have accepted such appointment, within 30 days after the notice of resignation, then the retiring Administrative Agent shall select a successor Administrative Agent; provided such successor is an Eligible Assignee (or if no Eligible Assignee shall have been so appointed by the retiring Administrative Agent and shall have accepted such appointment, then the Lenders shall perform all obligations of the retiring Administrative Agent hereunder until such time, if any, as a successor Administrative Agent shall have been appointed and shall have accepted such appointment as provided for above). Upon the acceptance of any appointment as an Administrative Agent hereunder by a successor, such successor Administrative Agent shall thereupon succeed to and become vested with all the rights, powers, privileges powers and duties of the retiring Administrative Agent and the term “Agent” shall mean such successor agent, effective upon its appointment, and the retiring Administrative former Agent’s rights, powers and duties as Agent shall be discharged from its duties terminated, without any other or further act or deed on the part of such former Agent or any of the parties to this Agreement or any holders of any of the Obligations. Notice of such appointment shall be given by such successor agent to the Borrower, the Issuing Bank and obligations each Lender. Whether or not a successor has been appointed, such resignation shall nonetheless become effective in accordance with such notice on such thirtieth (30th) day. After any retiring Agent’s resignation as an Administrative Agent, as appropriate, under this Credit Agreement and the other Credit Documents and the provisions of this Section 10 shall inure to its benefit as to any actions taken or omitted to be taken by it while it was an Administrative Agent Agent, under this Credit AgreementAgreement and the other Loan Documents.

Successor Agent. The Administrative Agent may, may resign at any time, resign time upon 20 days sixty (60) days' prior written notice to the Borrower and the Lenders. The Agent may be removed with or without cause by the Required Lenders (and, so long as no Default or Event of Default has occurred and is continuing, with the consent of the Borrower, which consent shall not be unreasonably withheld), at any time upon sixty (60) days' prior written notice to the Borrower and the Agent. Such resignation or removal, as the case may be, shall take effect upon the appointment of a successor Agent as provided hereinbelow. Upon any such resignationnotice of resignation or removal (and, in the case of removal, upon the consent of the Borrower, if required as provided hereinabove), the Required Lenders shall have the right to appoint a successor Administrative Agent, which successor shall be reasonably acceptable to the Borrower; provided that the Borrower shall have (so long as no right to approve such successor during the existence and continuation of a Default or Event of DefaultDefault has occurred and is continuing, with the consent of the Borrower, which consent shall not be unreasonably withheld) will appoint from among the Lenders a successor Agent. If no successor Administrative Agent shall have been so appointed by within such sixty-day period, the Required Agent may appoint, after consulting with the Lenders and the Borrower, a successor agent from among the Lenders, and who shall have accepted such appointment, within 30 days after the notice of resignation, then the retiring Administrative serve as Agent shall select a successor Administrative Agent; provided such successor is an Eligible Assignee (or if no Eligible Assignee shall have been so appointed by the retiring Administrative Agent and shall have accepted such appointment, then the Lenders shall perform all obligations of the retiring Administrative Agent hereunder until such time, if any, as the Required Lenders shall have appointed a successor Administrative Agent shall have been appointed and shall have accepted such appointment as provided for above)hereinabove. Upon the written acceptance of any appointment as an Administrative Agent hereunder by a successorsuccessor Agent, such successor Administrative Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring Administrative Agent, and the retiring Administrative Agent shall be discharged from its duties and obligations hereunder and under the other Loan Documents. After any retiring Agent's resignation as an Administrative Agent, as appropriate, under this Credit Agreement and the other Credit Documents and the provisions of this Section 10 Article shall inure to its benefit as to any actions taken or omitted to be taken by it while it was an Administrative Agent under this Credit AgreementAgent.

Successor Agent. (a) The Administrative Agent may, at any time, resign upon 20 days written five (5) Business Days' notice to the LendersBanks and the Borrower, resign at any time (effective upon the appointment of a successor Agent (including the Banks acting as such pursuant to following clause (c)) pursuant to the provisions of this Section 10.09) by giving written notice thereof to the Banks and the Borrower. Upon any such resignation, the Required Lenders Banks shall have the right right, upon five (5) days' notice and approval by the Borrower (which approval shall not be unreasonably withheld), to appoint a successor Administrative Agent, which successor shall be reasonably acceptable to the Borrower; provided that the Borrower shall have no right to approve such successor during the existence and continuation of a Default or Event of Default. If no successor Administrative Agent (i) shall have been so appointed by the Required LendersBanks, and (ii) shall have accepted such appointment, within 30 fifteen (15) days after the retiring Agent's giving of notice of resignation, then then, upon five (5) days' notice, the retiring Administrative Agent shall select may, on behalf of the Banks, appoint a successor Administrative Agent; provided such successor is an Eligible Assignee . (or if no Eligible Assignee shall have been so appointed by the retiring Administrative Agent and shall have accepted such appointment, then the Lenders shall perform all obligations of the retiring Administrative Agent hereunder until such time, if any, as a successor Administrative Agent shall have been appointed and shall have accepted such appointment as provided for above). b) Upon the acceptance of any appointment as an Administrative Agent hereunder by a successorsuccessor Agent, such successor Administrative Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring Administrative Agent, and the retiring Administrative Agent shall be discharged from its duties and obligations under this Agreement. After any retiring Agent's resignation hereunder as an Administrative Agent, as appropriate, under this Credit Agreement and the other Credit Documents and the provisions of this Section Article 10 shall inure to its benefit as to any actions taken or omitted to be taken by it while it was an Administrative Agent under this Credit Agreement. (c) In the event that no successor Agent is appointed pursuant to clause (a) above, the Agent's resignation shall become effective forty days after notice of such resignation is given to the Borrower and the Banks, and the Required Banks shall perform the duties of the Agent until a successor Agent is appointed as provided herein.

Successor Agent. The Administrative Agent may, at any time, may resign upon 20 as agent hereunder by giving not fewer than thirty (30) days prior written notice to Borrower and the Lenders. Upon any such resignationIf Agent shall resign under this Agreement, then either (a) the Required Lenders shall have appoint from among the right Lenders a successor agent for the Lenders (with the consent of Borrower so long as an Event of Default has not occurred and which consent shall not be unreasonably withheld), or (b) if a successor agent shall not be so appointed and approved within the thirty (30) day period following Agent’s notice to the Lenders of its resignation, then Agent shall appoint a successor Administrative Agent, which agent that shall serve as agent until such time as the Required Lenders appoint a successor shall be reasonably acceptable to the Borrower; provided that the Borrower shall have no right to approve such successor during the existence and continuation of a Default or Event of Defaultagent. If no successor Administrative agent has accepted appointment as Agent shall have been so appointed by the Required Lenders, and shall have accepted such appointment, within 30 date that is thirty (30) days after the following a retiring Agent’s notice of resignation, then the retiring Administrative Agent Agent’s resignation shall select a successor Administrative Agent; provided such successor is an Eligible Assignee (or if no Eligible Assignee shall have been so appointed by the retiring Administrative Agent nevertheless thereupon become effective, and shall have accepted such appointment, then the Lenders shall assume and perform all obligations of the retiring Administrative duties of Agent hereunder until such time, if any, as the Required Lenders appoint a successor Administrative Agent shall have been appointed and shall have accepted such appointment agent as provided for above). Upon the acceptance of any appointment as an Administrative Agent hereunder by a successorits appointment, such successor Administrative Agent agent shall thereupon succeed to and become vested with all the rights, powers, privileges powers and duties of the retiring Administrative Agentas agent, and the retiring Administrative Agent term “Agent” means such successor effective upon its appointment, and the former agent’s rights, powers and duties as agent shall be discharged from its duties and obligations terminated without any other or further act or deed on the part of such former agent or any of the parties to this Agreement. After any retiring Agent’s resignation as an Administrative Agent, as appropriate, under this Credit Agreement and the other Credit Documents and the provisions of this Section 10 Article X shall inure to its benefit as to any actions taken or omitted to be taken by it while it was an Administrative Agent under this Credit AgreementAgreement and the other Loan Documents.

Successor Agent. The Administrative Subject to the appointment and acceptance of a successor agent as provided in this Section 11.17, the Agent may, may resign at any time, resign upon 20 days time by giving written notice thereof to each of the Lenders and the Borrower, and the Agent may be removed at any time for cause by the Lenders other than the Agent in its capacity as a Lender (the “Remaining Lenders”) provided that Remaining Lenders holding Commitments of eighty percent (80%) or more of the Commitments of all the Remaining Lenders consent to such removal. Upon any such resignationresignation or removal, the Required Remaining Lenders shall have the right to appoint a successor Administrative Agent, which agent with the written approval of the Borrower (such approval not to be unreasonably withheld). Any successor agent appointed under this Section 11.17 shall be reasonably acceptable to the Borrower; provided that the Borrower shall have no right to approve such successor during the existence a Lender which has offices in Calgary, Alberta and continuation of a Default or Event of DefaultToronto, Ontario. 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 notice of resignation, then the retiring Administrative Agent shall select a successor Administrative Agent; provided such successor is an Eligible Assignee (or if no Eligible Assignee shall have been so appointed by the retiring Administrative Agent and shall have accepted such appointment, then the Lenders shall perform all obligations of the retiring Administrative Agent hereunder until such time, if any, as a successor Administrative Agent agent shall have been appointed by the Remaining Lenders and shall have accepted such appointment as provided for abovewithin thirty (30) days after the retiring agent’s giving of notice of resignation or the Remaining Lenders’ removal of the retiring agent, then the retiring agent may, on behalf of the Lenders and with the written approval of the Borrower (such approval not to be unreasonably withheld), appoint a successor agent. Upon the acceptance of any appointment as an Administrative Agent hereunder by a successor, successor agent such successor Administrative Agent agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring Administrative agent as Agent, and the retiring Administrative Agent agent shall be discharged from its duties and obligations under this Agreement as an Administrative Agent. After any retiring agent’s resignation or removal hereunder as the Agent, as appropriate, under this Credit Agreement and the other Credit Documents and the provisions of this Section 10 Agreement shall inure to continue in effect for its benefit as to and for the benefit of the Lenders in respect of any actions taken or omitted to be taken by it the retiring agent while it was an Administrative Agent under this Credit Agreementacting as the Agent.

Successor Agent. The Administrative (a) Agent may, upon five (5) Business Days’ notice to Lenders and Borrowers, resign at any time, resign time (effective upon 20 days the appointment of a successor Agent pursuant to the provisions of this subsection 13.9 by giving written notice thereof to the LendersLenders and Borrowers. Upon any such resignation, the Required Requisite Lenders shall have the right right, upon five (5) days’ notice, to appoint a successor Administrative Agent, which successor shall be reasonably acceptable is an Eligible Assignee, subject to the Borrower; provided that consent of the Borrower shall have no right to approve such successor during the existence and continuation of a Default Borrowers (which will not be unreasonably withheld or Event of Defaultdelayed). If no successor Administrative Agent shall have been so appointed by the Required Lenders, Requisite Lenders and shall have accepted such appointment, within 30 thirty (30) days after the retiring Agent’s giving of notice of resignation, then then, upon five (5) days’ notice, the retiring Administrative Agent shall select may, on behalf of Lenders, appoint a successor Administrative Agent; provided , which shall be a bank or a trust company or other financial institution which maintains an office in the United States, or a commercial bank organized under the laws of the United States of America or of any State thereof, or any affiliate of such successor bank or trust company or other financial institution which is an Eligible Assignee (or if no Eligible Assignee shall have been so appointed by Assignee, subject to the retiring Administrative Agent and shall have accepted such appointment, then the Lenders shall perform all obligations consent of the retiring Administrative Agent hereunder until such time, if any, as a successor Administrative Agent shall have been appointed and shall have accepted such appointment as provided for aboveBorrowers (which consent will not be unreasonably withheld or delayed). . (b) Upon the acceptance of any appointment as an Administrative Agent hereunder by a successorsuccessor Agent, such successor Administrative Agent shall thereupon succeed to and become vested with all the rights, powers, privileges privileges, obligations and duties of the retiring Administrative Agent, and the retiring Administrative Agent shall be discharged from its duties and obligations under this Agreement. After any retiring Agent’s resignation hereunder as an Administrative Agent, as appropriate, under this Credit Agreement and the other Credit Documents and the provisions of this Section 10 13 shall inure to its benefit as to any actions taken or omitted to be taken by it while it was an Administrative Agent under this Credit Agreement.

Successor Agent. The Administrative Agent may, at any time, may resign upon 20 as agent hereunder by giving not fewer than thirty (30) days prior written notice to Administrative Borrower and the Lenders. Upon any such resignationIf Agent shall resign under this Agreement, then either (a) the Required Lenders shall have appoint from among the right Lenders a successor agent for the Lenders (with the consent of Administrative Borrower so long as an Event of Default does not exist and which consent shall not be unreasonably withheld), or (b) if a successor agent shall not be so appointed and approved within the thirty (30) day period following Agent’s notice to the Lenders of its resignation, then Agent shall appoint a successor Administrative Agent, which agent that shall serve as agent until such time as the Required Lenders appoint a successor shall be reasonably acceptable to the Borrower; provided that the Borrower shall have no right to approve such successor during the existence and continuation of a Default or Event of Defaultagent. If no successor Administrative agent has accepted appointment as Agent shall have been so appointed by the Required Lenders, and shall have accepted such appointment, within 30 date that is thirty (30) days after the following a retiring Agent’s notice of resignation, then the retiring Administrative Agent Agent’s resignation shall select a successor Administrative Agent; provided such successor is an Eligible Assignee nevertheless thereupon become effective, and the Lenders (or if no Eligible Assignee other appropriate holders of the Secured Obligations) shall have been so appointed by the retiring Administrative Agent assume and shall have accepted such appointment, then the Lenders shall perform all obligations of the retiring Administrative duties of Agent hereunder until such time, if any, as the Required Lenders appoint a successor Administrative Agent shall have been appointed and shall have accepted such appointment agent as provided for above). Upon the acceptance of any appointment as an Administrative Agent hereunder by a successorits appointment, such successor Administrative Agent agent shall thereupon succeed to and become vested with all the rights, powers, privileges powers and duties of the retiring Administrative Agentas agent, and the retiring Administrative Agent term “Agent” means such successor effective upon its appointment, and the former agent’s rights, powers and duties as agent shall be discharged from its duties and obligations terminated without any other or further act or deed on the part of such former agent or any of the parties to this Agreement. After any retiring Agent’s resignation as an Administrative Agent, as appropriate, under this Credit Agreement and the other Credit Documents and the provisions of this Section 10 Article X shall inure to its benefit as to any actions taken or omitted to be taken by it while it was an Administrative Agent under this Credit AgreementAgreement and the other Loan Documents.

Successor Agent. The Administrative Agent may, may resign at any time, resign upon 20 time by giving thirty (30) days prior written notice thereof to the Lenders and Borrowers, subject to appointment of a successor Agent (and such appointees acceptance of appointment) as below provided in this Section 10.10. Additionally, the Agent may be removed for cause by all of the Lenders (other than the Agent, if the Agent is then a Lender), or in the absence of an Event of Default, the Borrowers may request the Agent’s resignation pursuant to Section 10.8(b) hereof, if removal or resignation, as applicable, is requested in writing (which wording must specifically identify the “cause” for removal), and ten (10) days’ prior written notice of removal or resignation is provided to the Agent and Borrowers (or Lenders, if applicable). Upon any such resignationresignation or removal, the Required Lenders shall have Agent shall, on behalf of the right to appoint a successor Administrative AgentLenders, which successor shall be reasonably acceptable to the Borrowerimmediately appoint, as its successor, another Lender; provided that such Lender is a commercial bank or trust company organized under the Borrower laws of the United States of America or any State thereof and has a combined capital and surplus of at least Five Hundred Million and No/100 Dollars ($500,000,000.00). In such event, the Agent’s resignation or removal shall have no right to approve such not be effective until the successor during the existence and continuation of a Default or Event of Default. If no successor Administrative Agent shall have been so appointed by the Required Lenders, and shall have accepted such its appointment, within 30 days after the notice of resignation, then the retiring Administrative Agent shall select a successor Administrative Agent; provided such successor is an Eligible Assignee (or if no Eligible Assignee shall have been so appointed by the retiring Administrative Agent and shall have accepted such appointment, then the Lenders shall perform all obligations of the retiring Administrative Agent hereunder until such time, if any, as a successor Administrative Agent shall have been appointed and shall have accepted such appointment as provided for above). Upon the acceptance by a successor Agent of any its appointment as an Administrative the Agent hereunder by a successorhereunder, such successor Administrative Agent shall thereupon succeed to and become vested with all of the properties, rights, powers, privileges and duties of the retiring Administrative former Agent, and without further act, deed or conveyance. Upon the effective date of resignation or removal of the retiring Administrative Agent and payment of all amounts then due and payable by the Agent to the Lenders pursuant to this Agreement, such Agent shall be discharged from its duties and obligations as an Administrative Agent, as appropriate, under this Credit Agreement and the other Credit Documents Loan Documents. If for any reason, at any time, there is no Agent hereunder, then during such period, the Required Lenders shall have the right to exercise the Agent’s rights and the provisions of this Section 10 shall inure to perform its benefit as to any actions taken duties hereunder, except that (i) all notices or omitted other communications required or permitted to be taken by it while it was an Administrative given to the Agent under this Credit Agreementshall be given to each Lender, and (ii) all payments to be made to the Agent shall be made directly to the Borrowers or the Lender for whose account such payment is made.

Successor Agent. (a) The Administrative Agent may, at any time, resign upon 20 days written 30 days' notice to the LendersLenders and the Borrowers, resign by giving written notice thereof to the Lenders and the Borrowers. The Agent's resignation shall be effective upon the appointment of a successor Agent. (b) Upon any such receipt of the Agent's resignation, the Required Majority Lenders shall have the right to may appoint a successor Administrative Agent, which successor shall be reasonably acceptable to the Borrower; provided that the Borrower . Unless an Event of Default shall have no right to approve such successor during occurred and be continuing at the existence and continuation time of a Default or Event of Default. If no successor Administrative Agent shall have been so appointed by the Required Lenders, and shall have accepted such appointment, the successor Agent shall be subject to approval by the Borrowers, which approval shall not be unreasonably withheld and shall be given or denied to the Majority Lenders within 10 Business Days after the Borrowers' receipt of notice of a proposed successor Agent. If a successor Agent has not accepted its appointment within 30 days after date of the notice of resignationAgent's resignation notice, then the retiring Administrative Agent may, on behalf of the Lenders, appoint a successor Agent. (c) Upon its acceptance of the agency hereunder, a successor Agent shall select a successor Administrative Agent; provided such successor is an Eligible Assignee (or if no Eligible Assignee shall have been so appointed by the retiring Administrative Agent and shall have accepted such appointment, then the Lenders shall perform all obligations of the retiring Administrative Agent hereunder until such time, if any, as a successor Administrative Agent shall have been appointed and shall have accepted such appointment as provided for above). Upon the acceptance of any appointment as an Administrative Agent hereunder by a successor, such successor Administrative Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring Administrative Agent, and the retiring Administrative Agent shall be discharged from its duties and obligations as an Administrative Agent, as appropriate, under this Credit Agreement and the other Credit Documents and the provisions of this Section 10 shall inure to its benefit as to any actions taken or omitted to be taken by it while it was an Administrative Agent under this Credit Agreement. The retiring Agent shall continue to have the benefit of this Article 11 for any action or inaction ---------- while it was Agent. (d) Any resignation of the Agent pursuant to this Section 11.8 shall ------------ also constitute the resignation of Bankers Trust Company as Issuing Bank (to the extent provided in Section 12.8(f)), and any successor Agent appointed pursuant --------------- to this Section 11.8 shall, upon its acceptance of such appointment, become the ------------ successor Issuing Bank or shall have made arrangements for a successor Issuing Bank to issue Letters of Credit pursuant to the terms of this Credit Agreement.

Successor Agent. The Administrative Agent may, may resign at any time, resign upon 20 days time by giving thirty (30) days' prior written notice to the Borrower and the Lenders. Upon any such notice of resignation, the Required Lenders will, with the prior written consent of the Borrower (which consent shall have not be unreasonably withheld), appoint from among the right to appoint Lenders a successor Administrative Agent, which successor shall be reasonably acceptable to the Borrower; Agent (provided that the Borrower Borrower's consent shall have no right to approve such successor during not be required in the existence and continuation of event a Default or Event of DefaultDefault shall have occurred and be continuing). If no successor Administrative to the Agent shall have been so appointed by the Required Lenders, and shall have accepted such appointment, within 30 days after the notice of resignation, then the retiring Administrative Agent shall select a successor Administrative Agent; provided such successor is an Eligible Assignee (or if no Eligible Assignee shall have been so appointed by the retiring Administrative Agent and shall have accepted such appointment, then the Lenders shall perform all obligations of the retiring Administrative Agent hereunder until such time, if any, as a successor Administrative Agent shall have been appointed and shall have accepted such appointment as provided for above)within such thirty-day period, then the retiring Agent may, on behalf of the Lenders and after consulting with the Lenders and the Borrower, appoint a successor Agent from among the Lenders. Upon the acceptance of any appointment as an Administrative Agent hereunder by a successorsuccessor Agent, such successor Administrative Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring Administrative Agent, and the retiring Administrative Agent shall be discharged from its duties and obligations hereunder and under the other Loan Documents. After any retiring Agent's resignation as an Administrative Agent, as appropriate, under this Credit Agreement and the other Credit Documents and the provisions of this Section 10 Article shall inure to its benefit as to any actions taken or omitted to be taken by it while it was an Administrative Agent. If no successor to the Agent has accepted appointment as Agent by the thirtieth (30th) day following a retiring Agent's notice of resignation, the retiring Agent's resignation shall nevertheless thereupon become effective, and the Lenders shall thereafter perform all of the duties of the Agent hereunder and under this Credit Agreementthe other Loan Documents until such time, if any, as the Required Lenders appoint a successor Agent as provided for hereinabove.

Successor Agent. (a) The Administrative Agent may, at any time, may resign as Agent upon 20 days written 30 days’ notice to the Lenders and the Borrowers. If the Agent shall resign as Agent under this Agreement and the other Loan Documents, then the Required L/C Lenders shall appoint from among the Lenders a successor agent for the Lenders, which successor agent shall (unless an Event of Default shall have occurred and be continuing) be subject to approval by the Borrowers (which approval shall not be unreasonably withheld or delayed). If no successor agent is appointed prior to the effective date of the resignation of the Agent, the Agent may appoint, after consulting with the Required L/C Lenders and the Borrowers (unless an Event of Default shall have occurred and be continuing), a successor agent from among the Lenders. Upon any the acceptance of its appointment as successor agent hereunder, such resignationsuccessor agent shall succeed to the rights, powers and duties of the Required Lenders shall have the right to appoint a successor Administrative Agent, which and the term “Agent” shall mean such successor agent effective upon such appointment and approval, and the former Agent’s rights, powers and duties as Agent shall be reasonably acceptable terminated, without any other or further act or deed on the part of such former Agent or any of the parties to the Borrower; provided that the Borrower shall have no right to approve such successor during the existence and continuation this Agreement or any holders of a Default or Event of DefaultReimbursement Obligations. If no successor Administrative agent has accepted appointment as Agent shall have been so appointed by the Required Lenders, and shall have accepted such appointment, within date that is 30 days after the following a retiring Agent’s notice of resignation, then the retiring Administrative Agent Agent’s resignation shall select a successor Administrative Agent; provided such successor is an Eligible Assignee (or if no Eligible Assignee shall have been so appointed by the retiring Administrative Agent nevertheless thereupon become effective, and shall have accepted such appointment, then the Lenders shall assume and perform all obligations of the retiring Administrative duties of the Agent hereunder hereunder, until such time, if any, as the Required L/C Lenders appoint a successor Administrative Agent shall have been appointed and shall have accepted such appointment agent as provided for above). Upon the acceptance of After any appointment retiring Agent’s resignation as an Administrative Agent hereunder by a successor, such successor Administrative Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring Administrative Agent, and the retiring Administrative Agent shall be discharged from its duties and obligations as an Administrative Agent, as appropriate, under this Credit Agreement and the other Credit Documents and the provisions of this Section 10 Article VIII and Sections 9.04, 9.09, 9.11 and 9.12 shall inure to its benefit as to any actions taken or omitted to be taken by it while it was an Administrative Agent under this Credit AgreementAgreement and the other Loan Documents.

Successor Agent. The Administrative Person then acting as the Agent may, at any time, may resign as Agent upon 20 days written thirty (30) days’ prior notice to the LendersLenders and to Borrower. Upon any If such resignationPerson shall resign as Agent under this Agreement, the Required Lenders shall have appoint from among the right to appoint Lenders a successor Administrative Agentagent for the Lenders which appointment shall, which successor shall so long as no Event of Default has occurred and is continuing, be reasonably acceptable subject to the Borrower; provided that approval of the Borrower (which approval shall have no right to approve such successor during the existence and continuation of a Default not be unreasonably withheld or Event of Defaultdelayed). If no successor Administrative agent is appointed prior to the effective date of the resignation of the Agent, the Agent shall have been so appointed by the Required Lenders, and shall have accepted such appointment, within 30 days after the notice of resignation, then the retiring Administrative Agent shall select may thereupon appoint a successor Administrative Agent; provided such successor is an Eligible Assignee (or if no Eligible Assignee shall have been so appointed by the retiring Administrative Agent and shall have accepted such appointment, then agent from among the Lenders shall perform all obligations of the retiring Administrative Agent hereunder until such time, if any, as a successor Administrative Agent shall have been appointed and shall have accepted such appointment as provided for above)reasonably acceptable to Borrower. Upon the acceptance of any its appointment as an Administrative Agent hereunder by a successorsuccessor agent hereunder, such successor Administrative Agent agent shall thereupon succeed to and become vested with all the rights, powers, privileges powers and duties of the retiring Administrative Agent and the term “Agent, ” shall mean such successor agent and the retiring Administrative Agent’s appointment, powers and duties as Agent shall be discharged from its duties and obligations terminated. After any retiring Agent’s resignation hereunder as an Administrative Agent, as appropriate, under this Credit Agreement and the other Credit Documents and the provisions of this Section 10 Article VIII and Sections 9.4 and 9.5 shall inure to its benefit as to any actions taken or omitted to be taken by it while it was an Administrative Agent under this Credit Agreement. If no successor agent has accepted appointment as Agent by the date which is thirty (30) days following a retiring Agent’s notice of resignation (or, if later, ten (10) days after the date upon which the Agent designates a successor agent), 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.

Successor Agent. The Administrative Agent may, as hereinafter provided, resign at any time, resign upon 20 days written time by giving 30 days' prior notice (the "Resignation Notice") thereof to the Lenders and the Borrower. The Majority Lenders. Upon any , with the consent of the Borrower, provided no Event of Default is subsisting, such resignationconsent not to be unreasonably withheld, will forthwith upon receipt of the Required Lenders shall have the right to Resignation Notice appoint a successor Administrative agent (the "Successor Agent, which successor shall be reasonably acceptable ") to assume the Borrower; provided that the Borrower shall have no right to approve such successor during the existence and continuation of a Default or Event of Default. 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 notice of resignation, then the retiring Administrative Agent shall select a successor Administrative Agent; provided such successor is an Eligible Assignee (or if no Eligible Assignee shall have been so appointed by the retiring Administrative Agent and shall have accepted such appointment, then the Lenders shall perform all obligations duties hereunder of the retiring Administrative Agent hereunder until such time, if any, as a successor Administrative Agent shall have been appointed and shall have accepted such appointment as provided for above)resigning Agent. Upon the acceptance of any appointment as an Administrative Agent agent hereunder by a successorSuccessor Agent, such successor Administrative Successor Agent shall will thereupon succeed to and become vested with all the rights, powers, privileges and duties as agent under the Documents of the retiring Administrative resigning Agent. Upon such acceptance, and the retiring Administrative resigning Agent shall will be discharged from its further duties and obligations as an Administrative agent under the Documents, but any such resignation will not affect such resigning Agent's obligations hereunder as a Lender, including for its Rateable Portion of the Commitment Amount. After the resignation of the Agent as appropriateagent hereunder, under this Credit Agreement and the other Credit Documents and the provisions of this Section 10 shall inure Article 21 will continue to enure to its benefit as to any actions taken or omitted to be taken by it while it was an Administrative the agent of the Lenders hereunder. Notwithstanding the foregoing, if the Majority Lenders fail to appoint a Successor Agent under this Credit Agreementwithin 30 days of receipt of the Resignation Notice, the resigning Agent may appoint a Successor Agent from among the Lenders, with the consent of the Borrower, provided no Event of Default is subsisting, such consent not to be unreasonably withheld.

Successor Agent. The Administrative Agent may, may resign at any time, resign time as Agent under the Loan Documents by giving written notice thereof to the Lenders and the Borrowers. The Agent may be removed as Agent under the Loan Documents for good cause by all of the Lenders (other than the Lender then acting as Agent) upon 20 days 30-days’ prior written notice to the LendersAgent. Upon any such resignationresignation or removal, the Required Lenders (other than the Lender then acting as Agent, in the case of the removal of the Agent under the immediately preceding sentence) shall have the right to appoint a successor Administrative AgentAgent which appointment shall, which successor shall be reasonably acceptable to the Borrower; provided that the Borrower shall have no right to approve such successor during the existence and continuation of a Default or Event of DefaultDefault exists, be subject to the Borrowers’ approval, which approval shall not be unreasonably withheld or delayed (except that the Borrowers shall, in all events, be deemed to have approved each Lender and its affiliates as a successor Agent). If no successor Administrative Agent shall have been so appointed by in accordance with the Required Lendersimmediately preceding sentence, and shall have accepted such appointment, within 30 days after the resigning Agent’s giving of notice of resignationresignation or the Lenders’ removal of the resigning Agent, then the retiring Administrative resigning or removed Agent shall select may, on behalf of the Lenders, appoint a successor Administrative Agent; provided such successor is an Eligible Assignee (or if no Eligible Assignee , which shall have been so appointed by the retiring Administrative Agent and shall have accepted such appointment, then the Lenders shall perform all obligations of the retiring Administrative Agent hereunder until such timebe a Lender, if anyany Lender shall be willing to serve, as and otherwise shall be a successor Administrative Agent shall have been appointed and shall have accepted such appointment as provided for above)commercial bank having total combined assets of at least $50,000,000,000. Upon the acceptance of any appointment as an Administrative Agent hereunder by a successorsuccessor Agent, such successor Administrative Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring Administrative or removed Agent, and the retiring Administrative or removed Agent shall be discharged from its duties and obligations under the Loan Documents. After any Agent’s resignation or removal hereunder as an Administrative Agent, as appropriate, under this Credit Agreement and the other Credit Documents and the provisions of this Section 10 Article XI shall continue to inure to its benefit as to any actions taken or omitted to be taken by it while it was an Administrative Agent under this Credit Agreementthe Loan Documents.

Successor Agent. (a) The Administrative Agent may, may resign at any time, resign upon 20 days time by giving written notice thereof to the LendersBanks and the Borrower and may be removed at any time with or without cause by the Required Banks. Upon any such resignationresignation or removal, the Required Lenders Banks shall have the right to appoint a successor Administrative AgentAgent which, which if such successor Agent is not a Bank and no Event of Default shall be reasonably acceptable to the Borrower; provided that have occurred and is continuing, is approved by the Borrower shall have no right to approve such successor during the existence and continuation of a Default or Event of Default(which approval will not be unreasonably withheld). If no successor Administrative Agent shall have been so appointed by the Required LendersBanks (and, if not a Bank, approved by the Borrower), and shall have accepted such appointment, within 30 days after the retiring Agent’s giving of notice of resignationresignation or the Required Banks’ removal of the retiring Agent, then the retiring Administrative Agent shall select may, on behalf of the Banks, appoint a successor Administrative Agent; provided such successor is an Eligible Assignee (, which shall be a commercial bank organized or if no Eligible Assignee shall have been so appointed by licensed under the retiring Administrative Agent and shall have accepted such appointment, then the Lenders shall perform all obligations laws of the retiring Administrative Agent hereunder until such time, if any, as United States of America or of any State thereof and having a successor Administrative Agent shall have been appointed combined capital and shall have accepted such appointment as provided for above)surplus of at least $500,000,000. Upon the acceptance of any appointment as an Administrative Agent hereunder by a successorsuccessor Agent, such successor Administrative Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring Administrative Agent, and the retiring Administrative Agent shall be discharged from its duties and obligations as an Administrative Agent, as appropriate, under this Credit Agreement and the other Credit Documents and Loan Documents. After any retiring Agent’s resignation or removal hereunder as Agent, the provisions of this Section 10 Article VII shall inure to its benefit as to any actions taken or omitted to be taken by it while it was an Administrative Agent under this Credit Agreement. (b) Any resignation by Citi as Agent pursuant to this Section 7.08 shall also constitute its resignation as the Swingline Bank and as an Issuing Bank. Upon the acceptance of a successor’s appointment as Agent hereunder, (i) such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring Swingline Bank, and (ii) the retiring Swingline Bank shall be discharged from all of its duties and obligations hereunder or under the other Loan Documents.

Successor Agent. The Administrative Agent may, may resign at any time, resign upon 20 days time as Agent under the Loan Documents by giving written notice thereof to the LendersLenders and the Borrower. Upon any such resignation, the Required Requisite Lenders shall have the right to appoint a successor Administrative AgentAgent which appointment shall, which successor shall be reasonably acceptable to the Borrower; provided that the Borrower shall have no right to approve such successor during the existence and continuation of a Default or Event of DefaultDefault exists, be subject to the Borrower's approval, which approval shall not be unreasonably withheld or delayed (except that the Borrower shall, in all events, be deemed to have approved each Lender and any of its affiliates as a successor Agent). If no successor Administrative Agent shall have been so appointed by in accordance with the Required Lendersimmediately preceding sentence, and shall have accepted such appointment, within 30 days after the current Agent's giving of notice of resignation, then the retiring Administrative current Agent shall select may, on behalf of the Lenders, appoint a successor Administrative Agent; provided such successor is , which shall be a Lender, if any Lender shall be willing to serve, and otherwise shall be an Eligible Assignee (or if no Eligible Assignee shall have been so appointed by the retiring Administrative Agent and shall have accepted such appointment, then the Lenders shall perform all obligations of the retiring Administrative Agent hereunder until such time, if any, as a successor Administrative Agent shall have been appointed and shall have accepted such appointment as provided for above)Assignee. Upon the acceptance of any appointment as an Administrative Agent hereunder by a successorsuccessor Agent, such successor Administrative Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring Administrative current Agent, and the retiring Administrative current Agent shall be discharged from its duties and obligations under the Loan Documents. After any Agent's resignation hereunder as an Administrative Agent, as appropriate, under this Credit Agreement and the other Credit Documents and the provisions of this Section 10 Article XII. shall continue to inure to its benefit as to any actions taken or omitted to be taken by it while it was an Administrative Agent under this Credit Agreement.the Loan

Successor Agent. The Administrative Agent may, may resign at any time, resign upon 20 days time by giving thirty (30) days' prior written notice thereof to Lenders and Borrower, and the LendersAgent may be removed at any time solely for cause by an instrument or concurrent instruments in writing delivered to Borrower and the Agent and signed by all Lenders (excluding Agent). Upon any such notice of resignation or any such removal, the Lenders (excluding Agent) shall have the right, upon five Business Days' notice to Borrower, to appoint a successor Agent (which successor shall, in the absence of any Potential Event of Default or Event of Default, be reasonably acceptable to Borrower); provided, that if such Lenders cannot agree on a successor Agent (a) in the case of a resignation, by the Required thirtieth (30th) day after the Agent's delivery of such notice, the Agent shall have the right to appoint a successor Agent, or (b) in the case of a removal for cause, upon such removal, the Majority Lenders shall have the right to appoint a successor Administrative Agent, which successor shall be reasonably acceptable to the Borrower; provided that the Borrower shall have no right to approve such successor during the existence and continuation of a Default or Event of Default. 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 notice of resignation, then the retiring Administrative Agent shall select a successor Administrative Agent; provided such successor is an Eligible Assignee (or if no Eligible Assignee shall have been so appointed by the retiring Administrative Agent and shall have accepted such appointment, then the Lenders shall perform all obligations of the retiring Administrative Agent hereunder until such time, if any, as a successor Administrative Agent shall have been appointed and shall have accepted such appointment as provided for above). Upon the acceptance of any appointment as an Administrative the Agent hereunder by a successorsuccessor Agent, such that successor Administrative Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring Administrative Agent, or removed Agent and the retiring Administrative or removed Agent shall be discharged from its duties and obligations under this Agreement. After any retiring or removed Agent's resignation or removal hereunder as an Administrative the Agent, as appropriate, under this Credit Agreement and such retiring or removed Agent shall continue to have the other Credit Documents and benefit of the provisions of this Section 10 shall inure to its benefit as Agreement with respect to any actions taken or omitted to be taken by it while it was an Administrative the Agent under this Credit AgreementAgreement and the other Loan Documents. [Remainder of page intentionally left blank.] 104

Successor Agent. (a) The Administrative Agent may, at any time, resign upon 20 days five (5) Business Days' written notice to the LendersLenders and the Borrower, resign at any time (effective upon the appointment of a successor Agent pursuant to the provisions of this Section 10.9). Such resignation of the Agent shall also operate as a resignation of BKB as Issuing Bank. Upon any such resignation, the Required Majority Lenders shall have the right right, upon five (5) days' notice and approval by the Borrower (which approval shall not be unreasonably withheld), to appoint a successor Administrative Agent, Agent which shall also serve as successor shall be reasonably acceptable to the Borrower; provided that the Borrower shall have no right to approve such successor during the existence and continuation of a Default or Event of DefaultIssuing Bank. If no successor Administrative Agent (i) shall have been so appointed by the Required Majority Lenders, and (ii) shall have accepted such appointment, within 30 thirty (30) days after the retiring Agent's giving of notice of resignation, then then, upon five (5) days' notice, the retiring Administrative Agent shall select may, on behalf of the Lenders, appoint a successor Administrative Agent; provided such , which shall also serve as successor is an Eligible Assignee Issuing Bank. (or if no Eligible Assignee shall have been so appointed by the retiring Administrative Agent and shall have accepted such appointment, then the Lenders shall perform all obligations of the retiring Administrative Agent hereunder until such time, if any, as a successor Administrative Agent shall have been appointed and shall have accepted such appointment as provided for above). b) Upon the acceptance of any appointment as an Administrative Agent hereunder by a successorsuccessor Agent, such successor Administrative Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring Administrative Agent, and the retiring Administrative Agent shall be discharged from its duties and obligations as an Administrative Agent, as appropriate, under this Credit Agreement and the other Credit Documents and Agreement. After any retiring Agent's resignation hereunder as Agent, the provisions of this Section Article 10 shall inure to its benefit as to any actions taken or omitted to be taken by it while it was an Administrative Agent under this Credit Agreement. (c) In the event of a material breach by the Agent of its duties hereunder, the Agent may be removed by the Majority Lenders (other than the Agent in its individual capacity and without giving effect to any Revolving Loans or Commitments made by the Agent in its individual capacity) for cause and the provisions of this Section 10.9 shall apply to the appointment of a successor Agent. Removal of BKB as Agent shall also operate as a removal of BKB as Issuing Bank.

Successor Agent. The Administrative Agent may, may resign at any time, resign upon 20 days time by giving written notice to the LendersLenders and the Borrower, such resignation to become effective only upon the appointment of a successor Agent as hereinafter provided. Upon any such resignation, all of the Required Lenders (excluding the Agent) shall have the right (after consultation with the Borrower) to appoint a successor Administrative Agent, which successor shall be reasonably acceptable one of the Lenders, unless none of them is willing to act as successor Agent hereunder, in which event the Borrower; provided Lenders will appoint as successor Agent any financial institution of national standing which is willing to act in that the Borrower shall have no right to approve such successor during the existence and continuation of a Default or Event of Defaultcapacity. 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 notice of resignation, then the retiring Administrative Agent shall select a successor Administrative Agent; provided such successor is an Eligible Assignee (or if no Eligible Assignee shall have been so appointed by the retiring Administrative Agent and shall have accepted such appointment, then the Lenders shall perform all obligations of the retiring Administrative Agent hereunder until such time, if any, as a successor Administrative Agent shall have been appointed and by the Lenders, then the retiring Agent may on behalf of the Lenders appoint a successor Agent which shall have accepted such appointment as provided for above)be a financial institution of national standing. Upon the acceptance of any its appointment as an Administrative Agent hereunder by a successor, any such successor Administrative Agent Agent, the latter shall thereupon succeed to and become vested with all the duties, rights, powers, powers and privileges and duties of the retiring Administrative Agent, Agent and the retiring Administrative resigning Agent shall be discharged from its all duties and obligations as an Administrative Agent, as appropriate, liabilities under this Credit Agreement and Agreement. After the other Credit Documents and resignation of the Agent hereunder, the provisions of this Section 10 §20 shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Agent hereunder. The obligations of each Lender and the Agent are several only and neither any Lender nor the Lenders shall be responsible for the obligation of any other party hereto. Nothing contained herein shall be constituted, or be so construed as to constitute, the several Lenders and the Agent an Administrative Agent under this Credit Agreementassociation or joint venture or partners with one another for any purpose whatsoever.

Successor Agent. The Administrative Agent may, may resign as Agent upon at any time, resign upon 20 days written least 30 days' prior notice to the LendersLenders and the Parent, such resignation to be effective upon the acceptance of a successor agent to its appointment as Agent. Upon any such resignationIn the event the Bank sells all of its Commitment and Revolving Loans as part of a sale, transfer or other disposition by the Bank of substantially all of its loan portfolio, the Required Bank shall resign as Agent and such purchaser or transferee shall become the successor Agent hereunder; provided, however, that the Bank shall remain as Agent for the Ex-Im Bank Guaranteed Loan until the written approval of the Ex-Im Bank for a successor Agent is obtained. Subject to the foregoing, if the Agent resigns under this Agreement, the Majority Lenders shall have appoint from among the right to appoint Lenders a successor Administrative Agentagent for the Lenders, subject to the consent of the Parent so long as no Event of Default exists, which successor consent shall not be reasonably acceptable to the Borrower; provided that the Borrower shall have no right to approve such successor during the existence and continuation of a Default unreasonably withheld or Event of Defaultdelayed. If no successor Administrative agent is appointed prior to the effective date of the resignation of the Agent, the Agent shall have been may appoint, after consulting with the Lenders and, so appointed by long as no Event of Default exists, with the Required Lendersconsent of the Parent (such consent not to be unreasonably withheld or delayed), and shall have accepted such appointment, within 30 days after the notice of resignation, then the retiring Administrative Agent shall select a successor Administrative Agent; provided such successor is an Eligible Assignee (or if no Eligible Assignee shall have been so appointed by agent from among the retiring Administrative Agent and shall have accepted such appointment, then the Lenders shall perform all obligations of the retiring Administrative Agent hereunder until such time, if any, as a successor Administrative Agent shall have been appointed and shall have accepted such appointment as provided for above)Lenders. Upon the acceptance of any its appointment as an Administrative Agent hereunder by a successorsuccessor agent hereunder, such successor Administrative Agent agent shall thereupon succeed to and become vested with all the rights, powers, privileges powers and duties of the retiring Administrative Agent and the term "Agent, " shall mean such successor agent and the retiring Administrative Agent's appointment, powers and duties as Agent shall be discharged from its duties and obligations terminated. After any retiring Agent's resignation hereunder as an Administrative Agent, as appropriate, under this Credit Agreement and the other Credit Documents and the provisions of this Section 10 Article 12 shall continue to inure to its benefit as to any actions taken or omitted to be taken by it while it was an Administrative Agent under this Credit Agreement.

Successor Agent. The Administrative Agent may, may resign at any time, resign upon 20 days time by giving written notice thereof to the LendersIssuer; provided, however, that such resignation shall not become effective until a successor agent is appointed and acting hereunder. Upon any such resignationresignation or removal, the Required Lenders Noteholders shall have the right to appoint appoint, on behalf of the Issuer and each Co-Issuer, a successor Administrative Agent, which successor shall be reasonably acceptable to the Borrower; provided that the Borrower shall have no right to approve such successor during the existence and continuation of a Default or Event of Default. If no successor Administrative Agent shall have been so appointed by the Required Lenders, Noteholders and shall have accepted such appointment, appointment within 30 days after the retiring Agent’s giving notice of resignation, then the retiring Administrative Agent may appoint, on behalf of the Issuer, the Co-Issuers and the Noteholders, a successor Agent. Notwithstanding anything herein to the contrary, so long as no Event of Default has occurred and is continuing, each such successor Agent shall select a successor Administrative Agent; provided such successor is an Eligible Assignee (or if no Eligible Assignee shall have been so appointed be subject to approval by the retiring Administrative Agent Issuer and the Co-Issuers, which approval shall have accepted such appointment, then the Lenders shall perform all obligations of the retiring Administrative Agent hereunder until such time, if any, as a not be unreasonably withheld. Such successor Administrative Agent shall have been appointed be a commercial bank or other type of institution acceptable to the Noteholders having capital and shall have accepted such appointment as provided for above)retained earnings of at least $50,000,000. Upon the acceptance of any appointment as an Administrative the Agent hereunder by a successorsuccessor Agent, such successor Administrative Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring Administrative Agent, and the retiring Administrative Agent shall be discharged from its duties and obligations hereunder and under the other Transaction Documents (other than duties or obligations which by their terms survive the termination of this Agreement or otherwise relate to its actions or omissions in its capacity as an Administrative Agent). After any retiring Agent’s resignation hereunder as Agent, as appropriate, under this Credit Agreement and the other Credit Documents and the provisions of this Section 10 Article VII (and any indemnification provisions in the Transaction Documents) shall inure to continue in effect for its benefit as to in respect of any actions taken or omitted to be taken by it while it was an Administrative acting as the Agent hereunder and under this Credit Agreementthe other Transaction Documents.

Successor Agent. The Administrative Subject to the appointment and acceptance of a successor Agent mayas provided below, the Agent may resign at any time, resign upon 20 days time by giving 30 days’ written notice thereof to the LendersLenders and the Borrower. Upon any such resignation, the Required Majority Lenders shall have the right to appoint a successor Administrative Agent from among the Lenders, and the Lenders shall use their best efforts so to appoint a successor Agent, which successor shall be reasonably acceptable to the Borrower; provided that the Borrower shall have no right to approve such successor during the existence and continuation of a Default or Event of Default. If no successor Administrative Agent shall have been so appointed by the Required Majority Lenders, and shall have accepted such appointment, within 30 days after prior to the notice of resignation, then the retiring Administrative Agent shall select a successor Administrative Agent; provided such successor is an Eligible Assignee (or if no Eligible Assignee shall have been so appointed by the retiring Administrative Agent and shall have accepted such appointment, then the Lenders shall perform all obligations effective date of the retiring Administrative Agent’s resignation, the retiring Agent hereunder until such timemay, if anyon behalf of the Lenders, as appoint a successor Administrative Agent shall have been appointed and shall have accepted such appointment as provided for above)from among the Lenders. Upon the effectiveness of the acceptance of any appointment as an Administrative Agent hereunder by a successorsuccessor Agent, (i) the Borrower shall be promptly notified and (ii) such successor Administrative Agent shall thereupon succeed to and become vested with all the rights, powers, privileges privileges, duties and duties obligations of the retiring Administrative Agent, and the retiring Administrative Agent shall be discharged from its duties and obligations under the Loan Documents. After any retiring Agent’s resignation hereunder as an Administrative Agent, as appropriate, under this Credit Agreement and the other Credit Documents and the provisions of this Section 10 Article XII shall inure to its benefit as to any actions taken or omitted to be taken by it while it was an Administrative Agent under this Credit Agreementthe Loan Documents. The appointment of a successor Agent (other than a successor by operation of law) shall be subject to the consent of the Borrower (such consent not to be unreasonably withheld or delayed), unless an Event of Default shall have occurred and be continuing, in which case no consent of the Borrower to the appointment of a successor Agent shall be required.

Successor Agent. The Administrative Agent may, may resign at any time, resign upon 20 days time by giving written notice thereof to the Lenders and Borrower, and the Agent may be removed at any time with or without cause by written notice received by the Agent from the Required Lenders. Upon any such resignationresignation or removal, the Required Lenders shall have the right to appoint appoint, on behalf of Borrower and the Lenders, a successor Administrative Agent, which successor shall be reasonably acceptable to the Borrower; provided that the Borrower shall have no right to approve such successor during the existence and continuation of a Default or Event of Default. If no successor Administrative Agent shall have been so appointed by the Required Lenders, Lenders and shall have accepted such appointment, appointment within 30 thirty days after the retiring Agent's giving notice of resignation, then the retiring Administrative Agent may appoint, on behalf of Borrower and the Lenders, a successor Agent. Notwithstanding anything herein to the contrary, so long as no Default has occurred and is continuing, each such successor Agent shall select a be subject to approval by Borrower, which approval shall not be unreasonably withheld. Such successor Administrative Agent; provided such successor is an Eligible Assignee (or if no Eligible Assignee shall have been so appointed by the retiring Administrative Agent and shall have accepted such appointment, then the Lenders shall perform all obligations of the retiring Administrative Agent hereunder until such time, if any, as a successor Administrative Agent shall have been appointed be a commercial bank having capital and shall have accepted such appointment as provided for above)retained earnings of at least $50,000,000. Upon the acceptance of any appointment as an Administrative the Agent hereunder by a successorsuccessor Agent, such successor Administrative Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring Administrative Agent, and the retiring Administrative Agent shall be discharged from its duties and obligations hereunder and under the other Loan Documents. After any retiring Agent's resignation hereunder as an Administrative the Agent, as appropriate, under this Credit Agreement and the other Credit Documents and the provisions of this Section 10 ARTICLE 11 shall inure to continue in effect for its benefit as to in respect of any actions taken or omitted to be taken by it while it was an Administrative acting as the Agent hereunder and under this Credit Agreementthe other Loan Documents.

Successor Agent. The Administrative (a) Agent may, may at any timetime assign its rights, resign upon 20 days written powers, privileges and duties hereunder to (i) another Lender, or (ii) any Person to whom Agent, in its capacity as a Lender, has assigned (or will assign, in conjunction with such assignment of agency rights hereunder) fifty percent (50%) or more of the Credit Extensions or Applicable Commitments then held by Agent (in its capacity as a Lender), in each case without the consent of the Lenders or Borrower. Following any such assignment, Agent shall give notice to the LendersLenders and Borrower. An assignment by Agent pursuant to this Section 14.2(a) shall not be deemed a resignation by Agent for purposes of Section 14.2(b) below. (b) Without limiting the rights of Agent to designate an assignee pursuant to Section 14.2(a) above, Agent may at any time give notice of its resignation to the Lenders and Borrower. Upon receipt of any such notice of resignation, the Required Lenders shall have the right to appoint a successor Administrative Agent, which successor shall be reasonably acceptable to the Borrower; provided that the Borrower shall have no right to approve such successor during the existence and continuation of a Default or Event of Default. If no such successor Administrative Agent shall have been so appointed by the Required Lenders, and shall have accepted such appointment, within 30 days after the notice of resignation, then the retiring Administrative Agent shall select a successor Administrative Agent; provided such successor is an Eligible Assignee (or if no Eligible Assignee shall have been so appointed by the retiring Administrative Agent and shall have accepted such appointment, then the Lenders shall perform all obligations of the retiring Administrative Agent hereunder until such time, if any, as a successor Administrative Agent shall have been appointed and shall have accepted such appointment within thirty (30) Business Days after the retiring Agent gives notice of its resignation, then the retiring Agent may, on behalf of the Lenders, appoint a successor Agent; provided, however, that if Agent shall notify Borrower and the Lenders that no Person has accepted such appointment, then such resignation shall nonetheless become effective in accordance with such notice from Agent that no Person has accepted such appointment and, from and following delivery of such notice, (i) the retiring Agent shall be discharged from its duties and obligations hereunder and under the other Financing Documents, and (ii) all payments, communications and determinations provided to be made by, to or through Agent shall instead be made by or to each Lender directly, until such time as Required Lenders appoint a successor Agent as provided for above in this Section 14.2(b). (c) Upon (i) an assignment permitted by Section 14.2(a) above). Upon , or (ii) the acceptance of any a successor’s appointment as an Administrative Agent hereunder by a successorpursuant to Section 14.2(b) above, such successor Administrative Agent shall thereupon succeed to and become vested with all of the rights, powers, privileges and duties of the retiring Administrative (or retired) Agent, and the retiring Administrative Agent shall be discharged from all of its duties and obligations as an Administrative Agent, as appropriate, hereunder and under this Credit Agreement and the other Credit Financing Documents (if not already discharged therefrom as provided above in this Section 14.2(c)). The fees payable by Borrower to a successor Agent shall be the same as those payable to its predecessor unless otherwise agreed between Borrower and such successor. After the retiring Agent’s resignation hereunder and under the other Financing Documents, the provisions of this Section 10 Article 14 shall inure to continue in effect for the benefit of such retiring Agent and its benefit as to sub-agents in respect of any actions taken or omitted to be taken by it any of them while it the retiring Agent was an Administrative Agent under this Credit Agreementacting or was continuing to act as Agent.

Successor Agent. The Administrative (i) Agent may, upon five (5) Business Days’ notice to Buyers and the Company, resign at any time, resign upon 20 days time by giving written notice thereof to Buyers and the LendersCompany. Upon any such resignation, the Required Lenders Buyers shall have the right right, upon five (5) days’ notice and approval by the Company (which approval shall not be unreasonably withheld or delayed), to appoint a successor Administrative Agent, which successor shall be reasonably acceptable to the Borrower; provided that the Borrower shall have no right to approve such successor during the existence and continuation of a Default or Event of Default. If no successor Administrative Agent (i) shall have been so appointed by the Required LendersBuyers, and (ii) shall have accepted such appointment, within 30 thirty (30) days after the retiring Agent’s giving of notice of resignation, then then, upon five (5) days’ notice, the retiring Administrative Agent shall select may, on behalf of Buyers, appoint a successor Administrative Agent; provided . If at any time Agent has resigned hereunder and no successor Agent has been appointed in such successor is an Eligible Assignee (or if no Eligible Assignee resigning Agent’s stead, the Buyers shall have been so appointed by be deemed to be the retiring Administrative Agent “Agent” for purposes of this Agreement and the other Transaction Documents and Buyers shall have accepted such appointment, then the Lenders shall perform all obligations of the retiring Administrative act as Agent hereunder and under the Transaction Documents until such time, if any, as a successor Administrative Agent shall have been appointed and shall have accepted such appointment as provided for above). is so appointed. (ii) Upon the acceptance of any appointment as an Administrative Agent hereunder by a successorsuccessor Agent, such successor Administrative Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring Administrative Agent, and the retiring Administrative Agent shall be discharged from its duties and obligations under this Agreement. After any retiring Agent’s resignation hereunder as an Administrative Agent, as appropriate, under this Credit Agreement and the other Credit Documents and the provisions of this Section 10 9 shall inure to its benefit as to any actions taken or omitted to be taken by it while it was an Administrative Agent under this Credit Agreement.

Successor Agent. The Administrative (a) Any Agent may, may at any time, resign upon 20 time give at least 30 days prior written notice of its resignation to the LendersLenders and the Administrative Borrower. Upon receipt of any such notice of resignation, the Required Lenders shall have the right to appoint a successor Agent that is not a Defaulting Lender in consultation with the Administrative Agent, which successor shall be reasonably acceptable to the Borrower; provided that the Borrower shall have no right to approve such successor during the existence and continuation of a Default or Event of Default. If no such successor Administrative Agent shall have been so appointed by the Required Lenders, Lenders and shall have accepted such appointment, appointment within 30 days after the retiring Agent gives notice of resignationits 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 and in consultation with the Administrative Borrower, appoint a successor Agent that is not a Defaulting Lender. Whether or not a successor Agent has been appointed, such resignation shall become effective in accordance with such notice on the Resignation Effective Date. (b) With effect from the Resignation Effective Date, (i) the retiring Agent shall select a successor Administrative Agent; be discharged from its duties and obligations hereunder and under the other Loan Documents and (ii) all payments, communications and determinations provided to be made by, to or through such successor is an Eligible Assignee (retiring Agent shall instead be made by or if no Eligible Assignee shall have been so appointed by the retiring Administrative Agent and shall have accepted such appointmentto each Lender directly, then the Lenders shall perform all obligations of the retiring Administrative Agent hereunder until such time, if any, as a successor Administrative Agent shall have been appointed and shall have accepted such appointment as provided for above). Upon the acceptance of any a successor's Agent's appointment as an Administrative Agent hereunder by a successorhereunder, such successor Administrative Agent shall thereupon succeed to and become vested with all of the rights, powers, privileges and duties of the retiring Administrative Agent, and the retiring Administrative Agent shall be discharged from all of its duties and obligations as an Administrative Agent, as appropriate, hereunder or under this Credit Agreement and the other Credit Documents Loan Documents. After the retiring Agent's resignation hereunder and under the other Loan Documents, the provisions of this Article, Section 10 12.04 and Section 12.15 shall inure to its continue in effect for the benefit as to of such retiring Agent in respect of any actions taken or omitted to be taken by it while it the retiring Agent was an Administrative Agent under this Credit Agreementacting as Agent.