Common use of Successor Agent Clause in Contracts

Successor Agent. Any Agent may, at any time, resign upon twenty (20) days written notice to the Lenders, the Letter of Credit Issuer and the Borrower Parties, provided, however, that except (a) in the case of a merger by the Administrative Agent with another financial institution (even if the Administrative Agent is not the surviving entity), (b) in the event that such resignation is required for regulatory reasons as determined in good faith by the Administrative Agent, or (c) during the continuance of an Event of Default, any resignation by the Administrative Agent shall require the prior written consent of the Credit Parties, which consent may be granted or withheld in the Credit Parties’ sole discretion, and the appointment of any successor Administrative Agent shall require the prior written approval of the Credit Parties (such approval not to be unreasonably withheld or delayed) and the Required Lenders. If no successor agent is appointed prior to the effective date of the resignation of the applicable Agent, then the retiring Agent may appoint, after consulting with the Lenders and the Credit Parties, a successor Agent from any of the Lenders. Upon the acceptance of its appointment as successor agent xxxxxxxxx, such successor agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring Agent, and shall assume the duties and obligations of such retiring Agent, and the retiring Agent shall be discharged from its duties and obligations as Agent under this Credit Agreement and the other Loan Documents. After any retiring Agent’s resignation hereunder as Agent, the provisions of this Section 11.9 shall inure to its benefit as to any actions taken or omitted to be taken by it while it was an 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, the retiring Agent’s resignation shall nevertheless thereupon become effective and the applicable Lenders shall perform all of the duties of the Administrative Agent hereunder until such time, if any, as the applicable Lenders appoint a successor agent as provided for above. Notwithstanding anything in this Section 11.9 to the contrary, any Agent may subcontract certain of its duties hereunder to a third party so long as the applicable Agent remains primarily liable for the performance of its applicable obligations hereunder. Any resignation by HSBC as Administrative Agent pursuant to this Section 11.9 shall also constitute its resignation as Letter of Credit Issuer. Upon the acceptance of a successor’s appointment as Administrative Agent hereunder, (a) such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring Letter of Credit Issuer, (b) the retiring Letter of Credit Issuer shall be discharged from all of their respective duties and obligations hereunder or under the other Loan Documents after giving effect to clause (c) below, and (c) as a condition to becoming the Letter of Credit Issuer, the successor Letter of Credit Issuer shall issue letters of credit in substitution for the Letters of Credit, if any, outstanding at the time of such succession or make other arrangement satisfactory to the retiring Letter of Credit Issuer to effectively assume the obligations of the retiring Letter of Credit Issuer with respect to such Letters of Credit.

Successor Agent. Any The Administrative Agent may, at any time, may resign as Administrative Agent upon twenty (20) days written 10 days’ notice to the Lenders, the Letter of Credit Issuer and the Borrower Parties, provided, however, that except (a) in the case of a merger by the Administrative Agent with another financial institution (even if the Administrative Agent is not the surviving entity), (b) in the event that such resignation is required for regulatory reasons as determined in good faith by the Administrative Agent, or (c) during the continuance of an Event of Default, any resignation by the Administrative Agent shall require the prior written consent of the Credit Parties, which consent may be granted or withheld in the Credit Parties’ sole discretion, and the appointment of any successor Administrative Agent shall require the prior written approval of the Credit Parties (such approval not to be unreasonably withheld or delayed) and the Required Lenders. If no successor agent is appointed prior to the effective date of the resignation of the applicable Agent, then the retiring Agent may appoint, after consulting with the Lenders and the Credit Parties, a successor Borrower. If the Administrative Agent from any of resigns as the Lenders. Upon the acceptance of its appointment as successor agent xxxxxxxxx, such successor agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring Agent, and shall assume the duties and obligations of such retiring Agent, and the retiring Agent shall be discharged from its duties and obligations as Administrative Agent under this Credit Agreement and the other Loan Documents, then the Required Lenders shall appoint from among the Lenders a successor agent for the Lenders, which successor agent shall (unless a Specified Event of Default shall have occurred and be continuing) be subject to approval by the Borrower (which approval shall 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’s sole discretion), whereupon such successor agent shall succeed to the rights, powers and duties of the Administrative Agent, and the reference to the resigning Administrative Agent shall mean such successor agent effective upon such appointment and approval, and the former Administrative 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 Administrative Agent or any of the parties to this Agreement or any holders of the Loans. If no successor agent has accepted appointment as Administrative Agent by the date that is 10 days following a retiring Administrative Agent’s notice of resignation, the retiring Administrative Agent’s resignation shall nevertheless thereupon become effective, and the retiring Administrative Agent hereunder shall, on behalf of the Lenders and the Issuing Banks, appoint a successor agent which shall (unless a Specified Event of Default shall have occurred and be continuing) be subject to approval by the Borrower (which approval shall not be unreasonably withheld or delayed). After any retiring Administrative Agent’s resignation hereunder as Administrative Agent, the provisions of this Section 11.9 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 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, the retiring Agent’s resignation shall nevertheless thereupon become effective Agreement and the applicable Lenders other Loan Documents. The Borrower shall perform all of have no obligation to pay any annual fee to any successor that is greater than or in addition to the duties of annual fees payable to the Administrative Agent hereunder until such time, if any, as in effect on the applicable Lenders appoint a successor agent as provided for above. Notwithstanding anything in this Section 11.9 to the contrary, any Agent may subcontract certain of its duties hereunder to a third party so long as the applicable Agent remains primarily liable for the performance of its applicable obligations hereunder. Any resignation by HSBC as Administrative Agent pursuant to this Section 11.9 shall also constitute its resignation as Letter of Credit Issuer. Upon the acceptance of a successor’s appointment as Administrative Agent hereunder, (a) such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring Letter of Credit Issuer, (b) the retiring Letter of Credit Issuer shall be discharged from all of their respective duties and obligations hereunder or under the other Loan Documents after giving effect to clause (c) below, and (c) as a condition to becoming the Letter of Credit Issuer, the successor Letter of Credit Issuer shall issue letters of credit in substitution for the Letters of Credit, if any, outstanding at the time of such succession or make other arrangement satisfactory to the retiring Letter of Credit Issuer to effectively assume the obligations of the retiring Letter of Credit Issuer with respect to such Letters of CreditFirst Restatement Effective Date.

Successor Agent. Any (a) The Administrative Agent may, at any time, may resign as the Administrative Agent upon twenty thirty (2030) days written days’ notice to the Lenders, the Letter of Credit Issuer and the Borrower Parties, provided, however, that except (a) in the case of a merger by . If the Administrative Agent with another financial institution (even if resigns under this Agreement, the Administrative Agent is not Required Lenders shall appoint from among the surviving entity)Lenders a successor agent for the Lenders, (b) in the event that such resignation is required for regulatory reasons as determined in good faith which successor agent shall be consented to by the Administrative Agent, or (c) Borrower at all times other than during the continuance existence of an Event of Default, any resignation by the Administrative Agent shall require the prior written Default under Section 8.01(f) (which consent of the Credit Parties, which consent may be granted or withheld in the Credit Parties’ sole discretion, and the appointment of any successor Administrative Agent Borrower shall require the prior written approval of the Credit Parties (such approval not to be unreasonably withheld or delayed) and the Required Lenders). If no successor agent is appointed prior to the effective date of the resignation of the applicable Administrative Agent, then the retiring Administrative Agent may appoint, after consulting with the Lenders and the Credit PartiesBorrower, a successor Agent agent from any of among the Lenders. Upon the acceptance of its appointment as successor agent xxxxxxxxxhereunder, the Person acting as such successor 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 “Administrative Agent,” shall mean such successor administrative agent and/or supplemental administrative agent, and shall assume as the duties and obligations of such retiring Agentcase may be, and the retiring Administrative Agent’s appointment, powers and duties as the Administrative Agent shall be discharged from its duties and obligations as Agent under this Credit Agreement and the other Loan Documentsterminated. After any the retiring Administrative Agent’s resignation hereunder as the Administrative Agent, the provisions of this Section 11.9 Article 9 and Sections 10.04 and 10.05 shall inure to its benefit as to any actions taken or omitted to be taken by it while it was an the Administrative Agent under this Credit Agreement. If no successor agent has accepted appointment as the Administrative Agent by the date which is thirty (30) days following a the retiring Administrative Agent’s notice of resignation, the retiring Administrative Agent’s resignation shall nevertheless thereupon become effective and the applicable Lenders shall perform all of the duties of the Administrative Agent hereunder until such time, if any, as the applicable Required Lenders appoint a successor agent as provided for above. Notwithstanding anything in this Section 11.9 Upon the acceptance of any appointment as the Administrative Agent hereunder by a successor and upon the execution and filing or recording of such financing statements, or amendments thereto, and such amendments or supplements to the contraryMortgages, any and such other instruments or notices, as may be necessary or desirable, or as the Required Lenders may request, in order to continue the perfection of the Liens granted or purported to be granted by the Collateral Documents, the Administrative Agent may subcontract certain 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 the Loan Documents. After the retiring Administrative Agent’s resignation hereunder to a third party so long as the applicable Agent remains primarily liable Administrative Agent, the provisions of this Article 9 shall continue in effect for its benefit in respect of any actions taken or omitted to be taken by it while it was acting as the performance of its applicable obligations hereunder. Administrative Agent. (b) Any resignation by HSBC Bank of America as Administrative Agent pursuant to this Section 11.9 9.09 shall also constitute its resignation as Letter of Credit Issueran L/C Issuer and as Swing Line Lender. Upon the acceptance of a successor’s appointment as Administrative Agent hereunder, (ai) such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring Letter of Credit IssuerL/C Issuer and Swing Line Lender, (bii) the retiring Letter of Credit L/C Issuer and Swing Line Lender shall be discharged from all of their respective duties and obligations hereunder or under the other Loan Documents after giving effect to clause (c) belowDocuments, and (ciii) as a condition to becoming the Letter of Credit Issuer, the successor Letter of Credit L/C Issuer shall issue letters of credit in substitution for the Letters of Credit, if any, outstanding at the time of such succession or make other arrangement arrangements satisfactory to the retiring Letter of Credit L/C Issuer to effectively assume the obligations of the retiring Letter of Credit L/C Issuer with respect to such Letters of Credit.

Successor Agent. Any The Agent may, at any time, may resign as Agent upon twenty thirty (2030) days written calendar days’ notice to the Lenders, the Letter of Credit Issuer Buyer and the Borrower PartiesSeller. If the Agent shall resign as Agent under this Repurchase Agreement and the other Repurchase Documents, providedthen the Buyer shall appoint a successor Agent, however, that except (a) in the case of a merger which successor Agent shall be approved by the Administrative Agent with another financial institution Seller (even if the Administrative Agent is not the surviving entity), (b) in the event that such resignation is required for regulatory reasons as determined in good faith by the Administrative Agent, or (c) during the continuance of unless an Event of DefaultDefault has occurred and is continuing), and any resignation by the Administrative such successor Agent shall require succeed to the prior written consent rights, powers and duties of the Credit Parties, which consent may be granted or withheld in the Credit Parties’ sole discretionAgent, and the term “Agent” shall mean such successor Agent effective upon such appointment of any successor Administrative and approval, and the former Agent’s rights, powers and duties as Agent shall require be terminated, without any other or further act or deed on the prior written approval part of such former Agent or any of the Credit Parties (such approval not parties to be unreasonably withheld this Repurchase Agreement or delayed) and any holders of the Required LendersPurchased Loans. If no successor agent is Agent has been appointed prior to and shall have accepted such appointment within thirty (30) calendar days after the effective date retiring Agent’s giving notice of the resignation of the applicable Agentits resignation, then the retiring Agent may appointAgent, after consulting with the Lenders and the Credit Parties, a successor Agent from any on behalf of the LendersBuyer, 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 its any appointment as the Agent hereunder by a successor agent xxxxxxxxxAgent, such successor agent Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring Agent, and shall assume the duties and obligations of such retiring Agent, and the retiring Agent shall be discharged from its duties and obligations as Agent obligations, under this Credit Repurchase Agreement and the other Loan Repurchase Documents. After any retiring Agent’s resignation hereunder as Agent, the provisions of this Section 11.9 12 shall inure to its benefit as to any actions taken or omitted to be taken by it while it was an 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, the retiring Agent’s resignation shall nevertheless thereupon become effective Repurchase Agreement and the applicable Lenders shall perform all of the duties of the Administrative Agent hereunder until such time, if any, as the applicable Lenders appoint a successor agent as provided for above. Notwithstanding anything in this Section 11.9 to the contrary, any Agent may subcontract certain of its duties hereunder to a third party so long as the applicable Agent remains primarily liable for the performance of its applicable obligations hereunder. Any resignation by HSBC as Administrative Agent pursuant to this Section 11.9 shall also constitute its resignation as Letter of Credit Issuer. Upon the acceptance of a successor’s appointment as Administrative Agent hereunder, (a) such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring Letter of Credit Issuer, (b) the retiring Letter of Credit Issuer shall be discharged from all of their respective duties and obligations hereunder or under the other Loan Documents after giving effect to clause (c) below, and (c) as a condition to becoming the Letter of Credit Issuer, the successor Letter of Credit Issuer shall issue letters of credit in substitution for the Letters of Credit, if any, outstanding at the time of such succession or make other arrangement satisfactory to the retiring Letter of Credit Issuer to effectively assume the obligations of the retiring Letter of Credit Issuer with respect to such Letters of CreditRepurchase Documents.

Successor Agent. Any Each Agent may, may resign as such at any time, resign time upon twenty (20) days written at least 30 days’ prior notice to the Lenders, the Letter of Credit Issuer Issuing Bank and Borrower. Upon any such resignation, the Borrower PartiesRequired Lenders shall have the right, provided, however, that except (a) in with the case of a merger by the Administrative Agent with another financial institution (even if the Administrative Agent is not the surviving entity), (b) in the event that such resignation is required for regulatory reasons as determined in good faith by the Administrative Agent, or (c) during the continuance of an Event of Default, any resignation by the Administrative Agent shall require the prior written consent of the Credit Parties, which consent may be granted or withheld in the Credit Parties’ sole discretion, and the appointment of any successor Administrative Agent shall require the prior written approval of the Credit Parties Borrower (such approval not to be unreasonably withheld or delayed) ), to appoint a successor Agent from among the Lenders; provided, that no consent of Borrower shall be required if an Event of Default has occurred and the Required Lendersis continuing. If no successor agent is shall have been so appointed prior to by the effective date Required Lenders and shall have accepted such appointment within 30 days after the retiring Agent gives notice of the resignation of the applicable Agentits resignation, then the retiring Agent may appointmay, after consulting with on behalf of the Lenders and the Credit PartiesIssuing Bank, appoint a successor Agent from any with the consent of Borrower (not to be unreasonably withheld or delayed), which successor shall be a commercial banking institution organized under the laws of the LendersUnited 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 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 Agent’s resignation shall nevertheless thereupon become effective, and the Lenders shall assume and perform all of the duties of the Agent hereunder until such time, if any, as the Required Lenders appoint a successor Agent. Upon the acceptance of its appointment as successor agent xxxxxxxxxan Agent hereunder by a successor, such successor agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring Agent, and shall assume the duties and obligations of such retiring Agent, and the retiring Agent shall be discharged from its duties and obligations hereunder. The fees payable by Borrower to a successor Agent shall be the same as Agent under this Credit Agreement those payable to its predecessor unless otherwise agreed between Borrower and the other Loan Documentssuch successor. After any retiring an Agent’s resignation hereunder as Agenthereunder, the provisions of this Article X and Section 11.9 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 Agent under this Credit Agreement. If no successor agent has accepted appointment acting as Agent by 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 applicable Lenders shall perform all of the duties of the Administrative Agent hereunder until such time, if any, as the applicable Lenders appoint a successor agent as provided for above. Notwithstanding anything in this Section 11.9 to the contrary, any Agent may subcontract certain of its duties hereunder to a third party so long as the applicable Agent remains primarily liable for the performance of its applicable obligations hereunder. Any resignation by HSBC as Administrative Agent pursuant to this Section 11.9 shall also constitute its resignation as Letter of Credit Issuer. Upon the acceptance of a successor’s appointment as Administrative Agent hereunder, (a) such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring Letter of Credit Issuer, (b) the retiring Letter of Credit Issuer shall be discharged from all of their respective duties and obligations hereunder or under the other Loan Documents after giving effect to clause (c) below, and (c) as a condition to becoming the Letter of Credit Issuer, the successor Letter of Credit Issuer shall issue letters of credit in substitution for the Letters of Credit, if any, outstanding at the time of such succession or make other arrangement satisfactory to the retiring Letter of Credit Issuer to effectively assume the obligations of the retiring Letter of Credit Issuer with respect to such Letters of Credit.

Successor Agent. Any Subject to the appointment of a successor as set forth herein, (i) the Administrative Agent mayor the Collateral Agent may be removed by the Borrower or the Required Lenders if the Administrative Agent, at any timethe Collateral Agent, or a controlling affiliate of the Administrative Agent or the Collateral Agent is a Defaulting Lender and (ii) the Administrative Agent and the Collateral Agent may resign as Administrative Agent or Collateral Agent, respectively, in each case upon twenty (20) days written ten days’ notice to the LendersAdministrative Agent, the Letter of Credit Issuer Lenders and the Borrower PartiesBorrower, provided, however, that except (a) in the case of a merger by as applicable. If the Administrative Agent with another financial institution or the Collateral Agent shall be removed by the Borrower or the Required Lenders pursuant to clause (even i) above or if the Administrative Agent is not or the surviving entity)Collateral Agent shall resign as Administrative Agent or Collateral Agent, (b) in as applicable, under this Agreement and the event other Loan Documents, then the Required Lenders shall appoint from among the Lenders a successor agent for the Lenders, which such successor agent shall be subject to approval by the Borrower; provided that such resignation is required for regulatory reasons as determined in good faith approval by the Administrative Agent, or (c) during the continuance of an Event of Default, any resignation by the Administrative Agent shall require the prior written consent of the Credit Parties, which consent may be granted or withheld Borrower in the Credit Parties’ sole discretion, and connection with the appointment of any successor Administrative Agent shall require only be required so long as no Event of Default under Subsection 9.1(a) or (f) has occurred and is continuing; provided, further, that the prior written Borrower shall not unreasonably withhold its approval of the Credit Parties (any successor Administrative Agent if such approval not to be unreasonably withheld or delayed) successor is a commercial bank with a consolidated combined capital and the Required Lenders. If no successor agent is appointed prior to the effective date surplus of the resignation of the applicable Agent, then the retiring Agent may appoint, after consulting with the Lenders and the Credit Parties, a successor Agent from any of the Lendersat least $5,000,000,000. Upon the acceptance successful appointment of its appointment as a successor agent xxxxxxxxxagent, such successor agent shall thereupon succeed to and become vested with all the rights, powers, privileges powers and duties of the retiring Administrative Agent or the Collateral Agent, and shall assume the duties and obligations of such retiring Agentas applicable, and the retiring 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 Administrative Agent or Collateral Agent, as applicable, shall be discharged from its duties and obligations as terminated, without any other or further act or deed on the part of such former Agent under or any of the parties to this Credit Agreement and or any holders of the other Loan DocumentsLoans. After any retiring Agent’s resignation hereunder or removal as Agent, the provisions of this Section 11.9 10 (including 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 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, the retiring Agent’s resignation shall nevertheless thereupon become effective Agreement and the applicable Lenders shall perform all of the duties of the Administrative Agent hereunder until such time, if any, as the applicable Lenders appoint a successor agent as provided for above. Notwithstanding anything in this Section 11.9 to the contrary, any Agent may subcontract certain of its duties hereunder to a third party so long as the applicable Agent remains primarily liable for the performance of its applicable obligations hereunder. Any resignation by HSBC as Administrative Agent pursuant to this Section 11.9 shall also constitute its resignation as Letter of Credit Issuer. Upon the acceptance of a successor’s appointment as Administrative Agent hereunder, (a) such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring Letter of Credit Issuer, (b) the retiring Letter of Credit Issuer shall be discharged from all of their respective duties and obligations hereunder or under the other Loan Documents after giving effect Documents. The fees payable by the Borrower to clause (c) below, a successor Administrative Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Borrower and (c) as a condition to becoming the Letter of Credit Issuer, the successor Letter of Credit Issuer shall issue letters of credit in substitution for the Letters of Credit, if any, outstanding at the time of such succession or make other arrangement satisfactory to the retiring Letter of Credit Issuer to effectively assume the obligations of the retiring Letter of Credit Issuer with respect to such Letters of Creditsuccessor.

Successor Agent. Any Agent may, at any time, resign upon twenty (20) days written notice to the Lenders, the Letter of Credit Issuer and the Borrower Parties, provided, however, that except (a) Any Agent may at any time give at least 30 days prior written notice of its resignation to the Lenders and the Administrative Borrower. Upon receipt of any such notice of resignation, the Required Lenders shall have the right, in consultation with the case of Administrative Borrower, to appoint a merger successor Agent. If no such successor Agent shall have been so appointed by the Administrative Required Lenders and shall have accepted such appointment within 30 days after the retiring Agent with another financial institution gives notice of its resignation (even if the Administrative Agent is not the surviving entity), (b) in the event that or such resignation is required for regulatory reasons earlier day as determined in good faith shall be agreed by the Administrative Agent, or (c) during the continuance of an Event of Default, any resignation by the Administrative Agent shall require the prior written consent of the Credit Parties, which consent may be granted or withheld in the Credit Parties’ sole discretion, and the appointment of any successor Administrative Agent shall require the prior written approval of the Credit Parties (such approval not to be unreasonably withheld or delayed) and the Required Lenders. If no successor agent is appointed prior to ) (the effective date of the resignation of the applicable Agent“Resignation Effective Date”), then the retiring Agent may appoint(but shall not be obligated to), after consulting with on behalf of the Lenders and the Credit PartiesLenders, appoint a successor Agent. Whether or not a successor Agent from any of the Lenders. Upon the acceptance of its appointment as successor agent xxxxxxxxxhas been appointed, such successor agent resignation shall thereupon succeed to and become vested effective in accordance with all such notice on the rightsResignation Effective Date. (b) With effect from the Resignation Effective Date, powers, privileges and duties of the retiring Agent, and shall assume the duties and obligations of such retiring Agent, and (i) the retiring Agent shall be discharged from its duties and obligations as Agent hereunder and under this Credit Agreement and the other Loan Documents (except that in the case of any Collateral held by such Agent on behalf of the Lenders under any of the Loan Documents. After any retiring Agent’s resignation hereunder as Agent, the provisions of this Section 11.9 shall inure to its benefit as to any actions taken or omitted to be taken by it while it was an 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, the retiring Agent’s resignation Agent shall nevertheless thereupon become effective continue to hold such collateral security until such time as a successor Agent is appointed) and the applicable Lenders (ii) all payments, communications and determinations provided to be made by, to or through such retiring Agent shall perform all of the duties of the Administrative Agent hereunder instead be made by or to each Lender directly, until such time, if any, as the applicable Lenders appoint a successor agent Agent shall have been appointed as provided for above. Notwithstanding anything in this Section 11.9 to the contrary, any Agent may subcontract certain of its duties hereunder to a third party so long as the applicable Agent remains primarily liable for the performance of its applicable obligations hereunder. Any resignation by HSBC as Administrative Agent pursuant to this Section 11.9 shall also constitute its resignation as Letter of Credit Issuer. Upon the acceptance of a successor’s Agent’s appointment as Administrative Agent hereunder, (a) such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring Letter of Credit IssuerAgent, (b) and the retiring Letter of Credit Issuer Agent shall be discharged from all of their respective its duties and obligations hereunder or under the other Loan Documents after giving effect to clause (c) below, Documents. After the retiring Agent’s resignation hereunder and (c) as a condition to becoming under the Letter of Credit Issuerother Loan Documents, the successor Letter provisions of Credit Issuer this Article, Section 12.04 and Section 12.05 shall issue letters of credit continue in substitution effect for the Letters of Credit, if any, outstanding at the time benefit of such succession retiring Agent, its sub-agents and their respective Related Parties in respect of any actions taken or make other arrangement satisfactory omitted to be taken by it while the retiring Letter of Credit Issuer to effectively assume the obligations of the retiring Letter of Credit Issuer with respect to such Letters of CreditAgent was acting as Agent.

Successor Agent. Any Agent may, may resign at any time, resign upon twenty (20) days written time by delivering notice of such resignation to the LendersLenders and Borrower, effective on the date set forth in such notice. If Agent delivers any such notice, the Letter of Credit Issuer and Required Lenders shall have the Borrower Partiesright to appoint a successor Agent. If, provided, however, that except (a) in after 30 days after the case of a merger by the Administrative Agent with another financial institution (even if the Administrative Agent is not the surviving entity), (b) in the event that such resignation is required for regulatory reasons as determined in good faith by the Administrative Agent, or (c) during the continuance of an Event of Default, any resignation by the Administrative Agent shall require the prior written consent of the Credit Parties, which consent may be granted or withheld in the Credit Parties’ sole discretion, and the appointment of any successor Administrative Agent shall require the prior written approval of the Credit Parties (such approval not to be unreasonably withheld or delayed) and the Required Lenders. If no successor agent is appointed prior to the effective date of the resignation retiring Agent’s notice of resignation, no successor Agent has been appointed by the applicable AgentRequired Lenders that has accepted such appointment, then the retiring Agent may appointmay, after consulting with on behalf of the Lenders and the Credit PartiesLenders, appoint a successor Agent from any of among the Lenders, provided that, if Agent shall notify Borrower and the Lenders that no qualifying Person has accepted such appointment, then such resignation shall nonetheless become effective in accordance with such notice. Upon the acceptance of Effective immediately upon its appointment as successor agent xxxxxxxxxresignation, such successor agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring Agent, and shall assume the duties and obligations of such retiring Agent, and (a) the retiring Agent shall be discharged from its duties and obligations as Agent under this Credit Agreement and the other Loan Documents. After , (b) the Lenders shall assume and perform all of the duties of Agent until a successor Agent shall have accepted a valid appointment hereunder and 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 the Required Lenders appoint a successor Agent as provided for above in this paragraph, (c) the retiring Agent and its Related Persons shall no longer have the benefit of any retiring Agent’s resignation hereunder as Agent, the provisions provision of this Section 11.9 shall inure to its benefit as any Loan Document other than with respect to any actions taken or omitted to be taken by it while it was an such retiring Agent was, or because such Agent had been, validly acting as Agent under this Credit Agreement. If no successor agent has accepted appointment as Agent by the date which is thirty Loan Documents, and (30d) days following a retiring Agent’s notice of resignationsubject to its rights under Section 13.2(b), the retiring Agent’s resignation Agent shall nevertheless thereupon become effective and the applicable Lenders shall perform all of the duties of the Administrative Agent hereunder until take such time, if any, action as the applicable Lenders appoint a successor agent as provided for above. Notwithstanding anything in this Section 11.9 may be reasonably necessary to assign to the contrary, any successor Agent may subcontract certain of its duties hereunder to a third party so long rights as Agent under the applicable Agent remains primarily liable for the performance of Loan Documents. Effective immediately upon its applicable obligations hereunder. Any resignation by HSBC as Administrative Agent pursuant to this Section 11.9 shall also constitute its resignation as Letter of Credit Issuer. Upon the acceptance of a successor’s valid appointment as Administrative Agent, a successor Agent hereunder, (a) such successor shall succeed to to, and become vested with with, all of the rights, powers, privileges and duties of the retiring Letter of Credit Issuer, (b) the retiring Letter of Credit Issuer shall be discharged from all of their respective duties and obligations hereunder or Agent under the other Loan Documents after giving effect to clause (c) below, and (c) as a condition to becoming the Letter of Credit Issuer, the successor Letter of Credit Issuer shall issue letters of credit in substitution for the Letters of Credit, if any, outstanding at the time of such succession or make other arrangement satisfactory to the retiring Letter of Credit Issuer to effectively assume the obligations of the retiring Letter of Credit Issuer with respect to such Letters of CreditDocuments.

Successor Agent. Any The Administrative Agent may, at any time, may resign as Administrative Agent upon twenty (20) days written ten days’ notice to the Lenders, the Letter of Credit Issuer Lenders and the Borrower Parties, provided, however, that except (a) in the case of a merger by the Administrative Agent with another financial institution (even if the Administrative Agent is not the surviving entity), (b) in the event that Borrower. Any such resignation is required for regulatory reasons as determined in good faith by the Administrative Agent, or (c) during the continuance of an Event of Default, any resignation by the Administrative Agent hereunder shall require the prior written consent of the Credit Parties, which consent may be granted or withheld in the Credit Parties’ sole discretion, also constitute its resignation as an Issuing Bank and the appointment of any successor Swingline Lender, in which case the resigning Administrative Agent (x) shall require not be required to issue any further Letters of Credit or make any additional Swingline Loans hereunder and (y) shall maintain all of its rights as Issuing Bank or Swingline Lender, as the prior written approval case may be, with respect to any Letters of the Credit Parties (such approval not to be unreasonably withheld issued by it, or delayed) and the Required Lenders. If no successor agent is appointed Swingline Loans made by it, prior to the effective date of such resignation. If the resignation of Administrative Agent resigns as the applicable Agent, then the retiring Agent may appoint, after consulting with the Lenders and the Credit Parties, a successor Agent from any of the Lenders. Upon the acceptance of its appointment as successor agent xxxxxxxxx, such successor agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring Agent, and shall assume the duties and obligations of such retiring Agent, and the retiring Agent shall be discharged from its duties and obligations as Administrative Agent under this Credit Agreement and the other Loan Documents, then the Required Lenders shall appoint from among the Lenders a successor agent for the Lenders, which successor agent shall (unless a Specified Event of Default 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 the Administrative Agent, and the reference to the resigning Administrative Agent means such successor agent effective upon such appointment and approval, and the former Administrative 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 Administrative Agent or any of the parties to this Agreement or any holders of the Loans. If no successor agent has accepted appointment as Administrative Agent by the date that is ten days following a retiring Administrative Agent’s notice of resignation, the retiring Administrative Agent’s resignation shall nevertheless thereupon become effective, and the retiring Administrative Agent hereunder shall, on behalf of the Lenders and the Issuing Bank appoint a successor agent which shall (unless a Specified Event of Default shall have occurred and be continuing) be subject to approval by the Borrower (which approval shall not be unreasonably withheld or delayed). After any retiring Administrative Agent’s resignation hereunder as Administrative Agent, the provisions of this Section 11.9 9.09 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, the retiring Agent’s resignation shall nevertheless thereupon become effective Agreement and the applicable Lenders shall perform all of the duties of the Administrative Agent hereunder until such time, if any, as the applicable Lenders appoint a successor agent as provided for above. Notwithstanding anything in this Section 11.9 to the contrary, any Agent may subcontract certain of its duties hereunder to a third party so long as the applicable Agent remains primarily liable for the performance of its applicable obligations hereunder. Any resignation by HSBC as Administrative Agent pursuant to this Section 11.9 shall also constitute its resignation as Letter of Credit Issuer. Upon the acceptance of a successor’s appointment as Administrative Agent hereunder, (a) such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring Letter of Credit Issuer, (b) the retiring Letter of Credit Issuer shall be discharged from all of their respective duties and obligations hereunder or under the other Loan Documents after giving effect to clause (c) below, and (c) as a condition to becoming the Letter of Credit Issuer, the successor Letter of Credit Issuer shall issue letters of credit in substitution for the Letters of Credit, if any, outstanding at the time of such succession or make other arrangement satisfactory to the retiring Letter of Credit Issuer to effectively assume the obligations of the retiring Letter of Credit Issuer with respect to such Letters of CreditDocuments.

Successor Agent. Any The Administrative Agent may, at any time, time resign as Administrative Agent upon twenty (20) days 20 days’ prior written notice to the Lenders, the Letter of Credit Issuer Lenders and the Borrower Parties, provided, however, that except (a) in the case of a merger by Borrower. If the Administrative Agent with another financial institution (even if the shall resign as Administrative Agent under this Agreement and the other Credit Documents, then the Required Lenders shall appoint a successor agent for the Lenders, which successor agent shall be approved by the Borrower except if an Event of Default under Section 11.1 or Section 11.5 has occurred and is continuing (which approval shall not the surviving entitybe unreasonably withheld), (b) in whereupon such successor agent shall succeed to the event that such resignation is required for regulatory reasons as determined in good faith by rights, powers and duties of the Administrative Agent, or (c) during and the continuance of an Event of Defaultterm “Administrative Agent” shall mean such successor agent effective upon such appointment and approval, any resignation by and the former Administrative Agent’s rights, powers and duties as Administrative Agent shall require be terminated, without any other or further act or deed on the prior written consent part of such former Administrative Agent or any of the Credit Parties, which parties to this Agreement or any holders of the Loans. If (i) the Borrower withholds its consent may be granted or withheld in the Credit Parties’ sole discretion, and to the appointment of any successor Administrative Agent as permitted hereunder or (ii) the Administrative Agent shall require notify the prior written approval of the Credit Parties (such approval not to be unreasonably withheld or delayed) Borrower and the Required Lenders. If Lenders that no such successor agent is appointed prior willing to the effective date of the resignation of the applicable Agentaccept such appointment, then the retiring Agent may appoint, after consulting such resignation shall nonetheless become effective in accordance with the Lenders and the Credit Parties, a successor Agent from any of the Lenders. Upon the acceptance of its appointment as successor agent xxxxxxxxx, such successor agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring Agent, and shall assume the duties and obligations of such retiring Agentnotice, and the retiring Administrative Agent shall be discharged from its duties and obligations as Agent hereunder and under this the other Credit Agreement Documents and the other Loan Required Lenders may perform the duties of the resigning Administrative Agent (except that in the case of any Collateral held by the Administrative Agent on behalf of the Secured Parties under any of the Credit Documents, the retiring Administrative Agent may continue to hold such Collateral until such time as a successor Administrative Agent is appointed and such Collateral is assigned to such successor Administrative Agent and the retiring Administrative Agent may elect to distribute notices or payments to the Lenders, in which case it shall remain entitled to the benefits of this Section 12 for so long as it is acting in any such manner). After any retiring Administrative Agent’s resignation hereunder as Administrative Agent, the provisions of this Section 11.9 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 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, the retiring Agent’s resignation shall nevertheless thereupon become effective Agreement and the applicable Lenders shall perform all of the duties of the Administrative Agent hereunder until such time, if any, as the applicable Lenders appoint a successor agent as provided for above. Notwithstanding anything in this Section 11.9 to the contrary, any Agent may subcontract certain of its duties hereunder to a third party so long as the applicable Agent remains primarily liable for the performance of its applicable obligations hereunder. Any resignation by HSBC as Administrative Agent pursuant to this Section 11.9 shall also constitute its resignation as Letter of other Credit Issuer. Upon the acceptance of a successor’s appointment as Administrative Agent hereunder, (a) such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring Letter of Credit Issuer, (b) the retiring Letter of Credit Issuer shall be discharged from all of their respective duties and obligations hereunder or under the other Loan Documents after giving effect to clause (c) below, and (c) as a condition to becoming the Letter of Credit Issuer, the successor Letter of Credit Issuer shall issue letters of credit in substitution for the Letters of Credit, if any, outstanding at the time of such succession or make other arrangement satisfactory to the retiring Letter of Credit Issuer to effectively assume the obligations of the retiring Letter of Credit Issuer with respect to such Letters of CreditDocuments.

Successor Agent. Any The Agent may, may resign as Agent upon at any time, resign upon twenty (20) days written least 30 days’ prior notice to the Lenders and the Borrowers’ Agent, such resignation to be effective at the end of such 30-day period (or such earlier date on which a successor agent shall have accepted its appointment or as shall be agreed by the Required Lenders). In the event the Bank sells all of its Loans and/or Commitments as part of a sale, transfer or other disposition by the Bank of substantially all of its loan portfolio, the Letter of Credit Issuer Bank shall resign as Agent and such purchaser or transferee shall become the Borrower Partiessuccessor Agent hereunder. Subject to the foregoing, provided, however, that except (a) in the case of a merger by the Administrative Agent with another financial institution (even if the Administrative Agent is not resigns under this Agreement, the surviving entity), Required Lenders (b) in the event that such resignation is required for regulatory reasons as determined in good faith by the Administrative Agent, or (c) during the continuance of an Event of Default, any resignation by the Administrative Agent shall require with the prior written consent of the Credit PartiesBorrowers’ Agent, which such consent may be granted or withheld in the Credit Parties’ sole discretion, and the appointment of any successor Administrative Agent shall require the prior written approval of the Credit Parties (such approval not to be unreasonably withheld and such consent not to be required if an Event of Default pursuant to paragraphs (a), (e), (f), (g) or delayed(h) of Section 10.1 has occurred and is continuing) shall appoint from among the Required Lenders a successor agent for the Lenders, which successor agent shall be a Lender and a commercial bank, commercial finance company or other asset-based lender having total assets in excess of $5,000,000,000. If no successor agent is appointed prior to the effective date of the resignation of the applicable Agent, then the retiring Agent may appoint, after consulting with the Lenders and the Credit PartiesBorrowers’ Agent, a successor agent from among the Lenders. Notwithstanding the above, no successor Agent from any may be incorporated, domiciled or established in a Non-Cooperative Jurisdiction without the prior consent of the LendersBorrowers’ Agent, which shall not be unreasonably withheld. Upon the acceptance of its appointment as successor agent xxxxxxxxxhereunder, such successor agent shall thereupon succeed to and become vested with all the rights, powers, privileges powers and duties of the retiring Agent and the term “Agent, and ” shall assume the duties and obligations of mean such retiring Agent, successor agent and the retiring Agent’s appointment, powers and duties as Agent shall be discharged from its duties and obligations as Agent under this Credit Agreement and the other Loan Documentsterminated. After any retiring Agent’s resignation hereunder as Agent, the provisions of this Article XIII and Section 11.9 14.10 shall continue to inure to its benefit as to any actions taken or omitted to be taken by it while it was an 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, the retiring Agent’s resignation shall nevertheless thereupon become effective and the applicable Lenders shall perform all of the duties of the Administrative Agent hereunder until such time, if any, as the applicable Lenders appoint a successor agent as provided for above. Notwithstanding anything in this Section 11.9 to the contrary, any Agent may subcontract certain of its duties hereunder to a third party so long as the applicable Agent remains primarily liable for the performance of its applicable obligations hereunder. Any resignation by HSBC as Administrative Agent pursuant to this Section 11.9 shall also constitute its resignation as Letter of Credit Issuer. Upon the acceptance of a successor’s appointment as Administrative Agent hereunder, (a) such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring Letter of Credit Issuer, (b) the retiring Letter of Credit Issuer shall be discharged from all of their respective duties and obligations hereunder or under the other Loan Documents after giving effect to clause (c) below, and (c) as a condition to becoming the Letter of Credit Issuer, the successor Letter of Credit Issuer shall issue letters of credit in substitution for the Letters of Credit, if any, outstanding at the time of such succession or make other arrangement satisfactory to the retiring Letter of Credit Issuer to effectively assume the obligations of the retiring Letter of Credit Issuer with respect to such Letters of Credit.

Successor Agent. Any The Agent may, may resign at any time, resign upon twenty (20) days time as Agent under the Loan Documents by giving written notice thereof to the LendersLenders and the Borrower. 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 the Agent) upon 30 days’ prior notice. Upon any such resignation or removal, the Letter of Credit Issuer and Requisite Lenders shall have the Borrower Partiesright to appoint a successor Agent which appointment shall, provided, however, that except (a) in the case of a merger by the Administrative Agent with another financial institution (even if the Administrative Agent is not the surviving entity), (b) in the event that such resignation is required for regulatory reasons as determined in good faith by the Administrative Agent, provided no Default or (c) during the continuance of an Event of DefaultDefault exists, any resignation by be subject to the Administrative Agent shall require the prior written consent of the Credit PartiesBorrower’s approval, which consent may be granted or withheld in the Credit Parties’ sole discretion, and the appointment of any successor Administrative Agent approval shall require the prior written approval of the Credit Parties (such approval not to be unreasonably withheld or delayed) and the Required Lenders. If no successor agent is Agent shall have been so appointed prior to in accordance with the effective date immediately preceding sentence, and shall have accepted such appointment, within 30 days after the resigning Agent’s giving of notice of resignation or the Lenders’ removal of the resignation of the applicable removed Agent, then the retiring resigning or removed Agent may appointmay, after consulting with the Lenders and the Credit Parties, a successor Agent from any on behalf of the Lenders, appoint a successor Agent, which shall be a Lender, if any Lender shall be willing to serve, and otherwise shall be a commercial bank having total combined assets of at least $50,000,000,000. Upon the acceptance of its any appointment as Agent hereunder by a successor agent xxxxxxxxxAgent, such successor agent Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring Agent, and shall assume the duties and obligations of such retiring Agent, and the retiring Agent shall be discharged from its duties and obligations as Agent under this Credit Agreement and the other Loan Documents. Such successor Agent shall issue letters of credit in substitution for the Letters of Credit issued by Agent, 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 retiring Agent’s resignation or removal hereunder as Agent, the provisions of this Section 11.9 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 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, the retiring Agent’s resignation shall nevertheless thereupon become effective and the applicable Lenders shall perform all of the duties of the Administrative Agent hereunder until such time, if any, as the applicable Lenders appoint a successor agent as provided for above. Notwithstanding anything in this Section 11.9 to the contrary, any Agent may subcontract certain of its duties hereunder to a third party so long as the applicable Agent remains primarily liable for the performance of its applicable obligations hereunder. Any resignation by HSBC as Administrative Agent pursuant to this Section 11.9 shall also constitute its resignation as Letter of Credit Issuer. Upon the acceptance of a successor’s appointment as Administrative Agent hereunder, (a) such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring Letter of Credit Issuer, (b) the retiring Letter of Credit Issuer shall be discharged from all of their respective duties and obligations hereunder or under the other Loan Documents after giving effect to clause (c) below, and (c) as a condition to becoming the Letter of Credit Issuer, the successor Letter of Credit Issuer shall issue letters of credit in substitution for the Letters of Credit, if any, outstanding at the time of such succession or make other arrangement satisfactory to the retiring Letter of Credit Issuer to effectively assume the obligations of the retiring Letter of Credit Issuer with respect to such Letters of CreditDocuments.

Successor Agent. Any Agent may, at any time, may resign as Agent upon twenty thirty (2030) days written days’ notice to Lenders and Borrower. Such resignations shall be effective upon appointment of a successor agent and the Lendersacceptance of such appointment by such successor. If Agent resigns under this Agreement, the Letter of Credit Issuer and Requisite Lenders shall appoint from among the Borrower Parties, provided, however, that except (aLenders a successor agent(s) in the case of a merger by the Administrative Agent with another financial institution (even if the Administrative Agent is not the surviving entity), (b) in the event that such resignation is required for regulatory reasons as determined in good faith by the Administrative Agent, or (c) during the continuance of an Event of Default, any resignation by the Administrative Agent shall require the prior written consent of the Credit Parties, which consent may be granted or withheld in the Credit Parties’ sole discretion, and the appointment of any successor Administrative Agent shall require the prior written approval of the Credit Parties (such approval not to be unreasonably withheld or delayed) and the Required Lenders. If no successor agent is appointed prior to the effective date of the resignation of the applicable Agent, then the retiring such Agent may appoint, after consulting with the Lenders and the Credit PartiesLenders, a successor Agent agent from any among Lenders or a commercial banking institution or commercial finance company organized under the laws of the LendersUnited States (or any State thereof) or a United States branch or agency of such commercial banking institution or commercial finance company, and having a combined capital and surplus of at least $500,000,000, subject to approval of Borrower, such approval not to be unreasonably withheld, conditioned or delayed. If no successor Agent has been appointed by the 30th day after the date such notice of resignation was given by the Agent, the Agent’s resignation shall become effective and the Requisite Lenders shall thereafter perform all the duties of the Agent hereunder and/or under any other Loan Document until such time, if any, as the Requisite Lenders appoint a successor Agent as provided above. Upon the acceptance by the Lender so selected of its appointment as successor agent xxxxxxxxxhereunder, such successor agent shall thereupon succeed to and become vested with all of the rights, powers, privileges powers and duties of the retiring agent and the term “Agent, ” as used herein and in the other Loan Documents shall assume the duties and obligations of mean such retiring Agent, successor agent and the retiring Agent’s appointment, powers and duties as Agent shall be discharged from its duties and obligations as Agent under this Credit Agreement and the other Loan Documentsterminated. After any retiring Agent’s resignation hereunder as Agent, the provisions of this Section 11.9 Article 15 shall inure to its benefit as to any actions taken or omitted to be taken by it while it was an 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, the retiring Agent’s resignation shall nevertheless thereupon become effective and the applicable Lenders shall perform all of the duties of the Administrative Agent hereunder until such time, if any, as the applicable Lenders appoint a successor agent as provided for above. Notwithstanding anything in this Section 11.9 to the contrary, any Agent may subcontract certain of its duties hereunder to a third party so long as the applicable Agent remains primarily liable for the performance of its applicable obligations hereunder. Any resignation by HSBC as Administrative Agent pursuant to this Section 11.9 shall also constitute its resignation as Letter of Credit Issuer. Upon the acceptance of a successor’s appointment as Administrative Agent hereunder, (a) such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring Letter of Credit Issuer, (b) the retiring Letter of Credit Issuer shall be discharged from all of their respective duties and obligations hereunder or under the other Loan Documents after giving effect to clause (c) below, and (c) as a condition to becoming the Letter of Credit Issuer, the successor Letter of Credit Issuer shall issue letters of credit in substitution for the Letters of Credit, if any, outstanding at the time of such succession or make other arrangement satisfactory to the retiring Letter of Credit Issuer to effectively assume the obligations of the retiring Letter of Credit Issuer with respect to such Letters of Credit.

Successor Agent. Any The Administrative Agent may, at any time, may resign as Administrative Agent upon twenty (20) days written ten days’ notice to the Lenders, the Letter of Credit Issuer and the Borrower Parties, provided, however, that except (a) in the case of a merger by the Administrative Agent with another financial institution (even if the Administrative Agent is not the surviving entity), (b) in the event that such resignation is required for regulatory reasons as determined in good faith by the Administrative Agent, or (c) during the continuance of an Event of Default, any resignation by the Administrative Agent shall require the prior written consent of the Credit Parties, which consent may be granted or withheld in the Credit Parties’ sole discretion, and the appointment of any successor Administrative Agent shall require the prior written approval of the Credit Parties (such approval not to be unreasonably withheld or delayed) and the Required Lenders. If no successor agent is appointed prior to the effective date of the resignation of the applicable Agent, then the retiring Agent may appoint, after consulting with the Lenders and the Credit Parties, a successor Borrower. If the Administrative Agent from any of resigns as the Lenders. Upon the acceptance of its appointment as successor agent xxxxxxxxx, such successor agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring Agent, and shall assume the duties and obligations of such retiring Agent, and the retiring Agent shall be discharged from its duties and obligations as Administrative Agent under this Credit Agreement and the other Loan Documents, then the Required Lenders shall appoint from among the Lenders a successor agent for the Lenders, which successor agent shall (unless a Specified Event of Default 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 the Administrative Agent, and the reference to the resigning Administrative Agent shall mean such successor agent effective upon such appointment and approval, and the former Administrative 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 Administrative Agent or any of the parties to this Agreement or any holders of the Loans. If no successor agent has accepted appointment as Administrative Agent by the date that is ten days following a retiring Administrative Agent’s notice of resignation, the retiring Administrative Agent’s resignation shall nevertheless thereupon become effective, and the retiring Administrative Agent hereunder shall, on behalf of the Lenders, appoint a successor agent which shall (unless a Specified Event of Default shall have occurred and be continuing) be subject to approval by the Borrower (which approval shall not be unreasonably withheld or delayed). After any retiring Administrative Agent’s resignation hereunder as Administrative Agent, the provisions of this Section 11.9 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 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, the retiring Agent’s resignation shall nevertheless thereupon become effective Agreement and the applicable Lenders shall perform all of the duties of the Administrative Agent hereunder until such time, if any, as the applicable Lenders appoint a successor agent as provided for above. Notwithstanding anything in this Section 11.9 to the contrary, any Agent may subcontract certain of its duties hereunder to a third party so long as the applicable Agent remains primarily liable for the performance of its applicable obligations hereunder. Any resignation by HSBC as Administrative Agent pursuant to this Section 11.9 shall also constitute its resignation as Letter of Credit Issuer. Upon the acceptance of a successor’s appointment as Administrative Agent hereunder, (a) such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring Letter of Credit Issuer, (b) the retiring Letter of Credit Issuer shall be discharged from all of their respective duties and obligations hereunder or under the other Loan Documents after giving effect to clause (c) below, and (c) as a condition to becoming the Letter of Credit Issuer, the successor Letter of Credit Issuer shall issue letters of credit in substitution for the Letters of Credit, if any, outstanding at the time of such succession or make other arrangement satisfactory to the retiring Letter of Credit Issuer to effectively assume the obligations of the retiring Letter of Credit Issuer with respect to such Letters of CreditDocuments.

Successor Agent. Any The Agent may, may resign at any time, resign upon twenty (20) days written time by giving 30 days’ notice thereof to the LendersLenders and the Company. Upon any such resignation, the Letter of Credit Issuer and Required Lenders shall have the Borrower Parties, provided, however, that except (a) in the case of right to appoint a merger by the Administrative Agent with another financial institution (even if the Administrative Agent is not the surviving entity), (b) in the event that such resignation is required for regulatory reasons as determined in good faith by the Administrative successor Agent, or (c) during the continuance of an Event of Default, any resignation by the Administrative Agent shall require the prior written consent of the Credit Parties, which consent may be granted or withheld in the Credit Parties’ sole discretion, and the appointment of any successor Administrative Agent shall require the prior written approval of the Credit Parties (such approval not to be unreasonably withheld or delayed) and the Required Lenders. If no successor agent is Agent shall have been so appointed prior to by the effective date Required Lenders, and shall have accepted such appointment, within 30 days after the retiring Agent gives notice of resignation (such 30-day period, the resignation of the applicable Agent“Lender Appointment Period”), then the retiring Agent may appointmay, after consulting with the Lenders and the Credit Parties, a successor Agent from any on behalf of the Lenders, appoint a successor Agent, which shall be a commercial bank organized or licensed under the laws of the United States of America or of any State thereof and having a combined capital and surplus of at least $50,000,000. Upon the acceptance of its appointment as Agent hereunder by a successor agent xxxxxxxxxAgent, such successor agent Agent shall thereupon succeed to and become vested with all the rights, powers, privileges rights and duties of the retiring Agent. In addition and without any obligation on the part of the retiring Agent to appoint, on behalf of the Lenders, a successor Agent, the retiring Agent may at any time following the occurrence of an Agent Resignation Event and shall assume upon or after the duties end of the Lender Appointment Period notify the Company and obligations the Lenders that no qualifying Person has accepted appointment as successor Agent and the effective date of such retiring Agent’s resignation, which effective date shall be no earlier than three Domestic Business Days after the date of such notice. Upon the resignation effective date established in such notice and regardless of whether a successor Agent has been appointed and accepted such appointment, the retiring Agent’s resignation shall nonetheless become effective and the retiring Agent shall be discharged from its duties and obligations as Agent under this Credit Agreement and the other Loan Documentshereunder. After any retiring Agent’s resignation hereunder as Agent, the provisions of this Section 11.9 Article 7 shall inure to its benefit as to any actions taken or omitted to be taken by it while it was an 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, the retiring Agent’s resignation shall nevertheless thereupon become effective and the applicable Lenders shall perform all of the duties of the Administrative Agent hereunder until such time, if any, as the applicable Lenders appoint a successor agent as provided for above. Notwithstanding anything in this Section 11.9 to the contrary, any Agent may subcontract certain of its duties hereunder to a third party so long as the applicable Agent remains primarily liable for the performance of its applicable obligations hereunder. Any resignation by HSBC as Administrative Agent pursuant to this Section 11.9 shall also constitute its resignation as Letter of Credit Issuer. Upon the acceptance of a successor’s appointment as Administrative Agent hereunder, (a) such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring Letter of Credit Issuer, (b) the retiring Letter of Credit Issuer shall be discharged from all of their respective duties and obligations hereunder or under the other Loan Documents after giving effect to clause (c) below, and (c) as a condition to becoming the Letter of Credit Issuer, the successor Letter of Credit Issuer shall issue letters of credit in substitution for the Letters of Credit, if any, outstanding at the time of such succession or make other arrangement satisfactory to the retiring Letter of Credit Issuer to effectively assume the obligations of the retiring Letter of Credit Issuer with respect to such Letters of Credit.

Successor Agent. Any (a) Each Agent may, at any time, may resign from acting in such capacity upon twenty (20) days written 30 days’ notice to the LendersLenders and the Borrower; provided that any such resignation by CITI shall also constitute the resignation by CITI as Issuing Bank. If an Agent resigns under this Agreement, the Letter of Credit Issuer and Required Lenders shall appoint from among the Borrower Parties, provided, however, that except (a) in Lenders a successor agent for the case of a merger by the Administrative Agent with another financial institution (even if the Administrative Agent is not the surviving entity), (b) in the event that such resignation is required for regulatory reasons as determined in good faith by the Administrative Agent, or (c) during the continuance of an Event of Default, any resignation by the Administrative Agent shall require the prior written consent of the Credit Parties, which consent may be granted or withheld in the Credit Parties’ sole discretion, and the appointment of any successor Administrative Agent shall require the prior written approval of the Credit Parties (such approval not to be unreasonably withheld or delayed) and the Required Lenders. If no successor agent is appointed prior to the effective date of the resignation of the applicable such Agent, then the retiring such Agent may appoint, after consulting with the Lenders and the Credit PartiesLenders, a successor Agent agent from any of among the Lenders. Upon the acceptance of its appointment as successor agent xxxxxxxxxhereunder, the Person acting as such successor agent shall thereupon succeed to and become vested with all the rights, powers, privileges powers and duties of the retiring Agent and Issuing Bank (and subject to the agreement of the Lender being so appointed to act as an Issuing Bank) and the term “Agent, and ” shall assume the duties and obligations of mean such retiring Agentsuccessor agent, and the retiring Agent’s appointment, powers and duties as Agent shall be discharged from its duties terminated and obligations as Agent under this Credit Agreement and in the other Loan Documents. After any retiring Agent’s resignation hereunder as case of the Administrative Agent, the provisions retiring Issuing Bank’s rights, powers and duties as such shall be terminated, without any other or further act or deed on the part of this Section 11.9 shall inure to its benefit as to any actions taken such retiring Agent or omitted to be taken by it while it was an 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, the retiring Agent’s resignation shall nevertheless thereupon become effective and the applicable Lenders shall perform all of the duties of the Administrative Agent hereunder until such time, if anyIssuing Bank, as the applicable Lenders appoint a successor agent as provided for above. Notwithstanding anything in this Section 11.9 to case may be, or any other Lender, other than the contrary, any Agent may subcontract certain of its duties hereunder to a third party so long as the applicable Agent remains primarily liable for the performance of its applicable obligations hereunder. Any resignation by HSBC as Administrative Agent pursuant to this Section 11.9 shall also constitute its resignation as Letter of Credit Issuer. Upon the acceptance of a successor’s appointment as Administrative Agent hereunder, (a) such successor shall succeed to and become vested with all obligation of the rights, powers, privileges and duties of the retiring Letter of Credit Issuer, (b) the retiring Letter of Credit Issuer shall be discharged from all of their respective duties and obligations hereunder or under the other Loan Documents after giving effect successor Issuing Bank to clause (c) below, and (c) as a condition to becoming the Letter of Credit Issuer, the successor Letter of Credit Issuer shall issue letters of credit in substitution for the Letters of Credit, if any, outstanding at the time of such succession or to make other arrangement arrangements satisfactory to the retiring Letter of Credit Issuer Issuing Bank to effectively assume the obligations of the retiring Letter of Credit Issuer with respect to such Letters of Credit. After any retiring Agent’s resignation hereunder as Agent, the provisions of this Article VII and Section 9.04 shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Agent under this 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.

Successor Agent. Any The Agent may, or either Co-Collateral Agent may resign as such at any time, resign time upon twenty (20) days written at least 10 days’ prior notice to the Lenders, the Letter of Credit Issuer Issuing Bank and the Administrative Borrower Partiesand without notice to the Bank Product Providers. Upon any such resignation, providedthe Required Lenders shall have the right, however, that except (a) in the case of a merger by consultation with the Administrative Borrower, so long as no Default shall have then occurred and be continuing, to appoint a successor Agent with another financial institution (even if the Administrative Agent is not the surviving entity), (b) in the event that such resignation is required for regulatory reasons as determined in good faith by the Administrative or Co-Collateral Agent, or (c) during as applicable, from among the continuance of an Event of Default, any resignation by the Administrative Agent shall require the prior written consent of the Credit Parties, which consent may be granted or withheld in the Credit Parties’ sole discretion, and the appointment of any successor Administrative Agent shall require the prior written approval of the Credit Parties (such approval not to be unreasonably withheld or delayed) and the Required Lenders. If no successor agent is shall have been so appointed prior to by the effective date Required Lenders and shall have accepted such appointment within 10 days after the retiring Agent or Co-Collateral Agent gives notice of the resignation of the applicable Agentits resignation, then the retiring Agent may appointor Co-Collateral Agent may, after consulting with on behalf of the Lenders and the Credit PartiesIssuing Bank, appoint a successor Agent from any or Co-Collateral Agent, as applicable, which successor shall be a commercial banking institution or other finance company organized under the laws of the LendersUnited 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 such retiring Agent or Co-Collateral Agent is unable to find a commercial banking institution or other finance company that is willing to accept such appointment and which meets the qualifications set forth above, the retiring Agent’s or Co-Collateral Agent’s resignation shall nevertheless thereupon become effective and the retiring (or retired) Agent or Co-Collateral Agent shall be discharged from its respective duties and obligations under the Loan Documents, and the Lenders shall assume and perform all of the duties of the Agent or the Co-Collateral Agent, as applicable, under the Loan Documents until such time, if any, as the Required Lenders appoint a successor Agent or Co-Collateral Agent. Upon the acceptance of its appointment as successor agent xxxxxxxxxAgent or Co-Collateral Agent hereunder by a successor, such successor agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring Agent, and shall assume the duties and obligations of such retiring Agent or Co-Collateral Agent, and the retiring (or retired) Agent or Co-Collateral Agent shall be discharged from its respective duties and obligations as Agent under this Credit Agreement and the other Loan Documents. The fees payable by the Borrowers to a successor Agent or Co-Collateral Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Borrowers and such successor. After any retiring an Agent’s or Co-Collateral Agent’s resignation hereunder as Agenthereunder, the provisions of this Article X, Section 11.9 11.03 and Sections 11.09 and 11.10 shall inure to continue in effect for the benefit of such retiring Agent or Co-Collateral Agent, its benefit as to respective sub-agents and its respective Affiliates in respect of any actions taken or omitted to be taken by it any of them while it was an Agent under this Credit Agreement. If no successor agent has accepted appointment acting as Agent by the date which is thirty (30) days following a retiring or Co-Collateral Agent’s notice of resignation, the retiring Agent’s resignation shall nevertheless thereupon become effective and the applicable Lenders shall perform all of the duties of the Administrative Agent hereunder until such time, if any, as the applicable Lenders appoint a successor agent as provided for above. Notwithstanding anything in this Section 11.9 to the contrary, any Agent may subcontract certain of its duties hereunder to a third party so long as the applicable Agent remains primarily liable for the performance of its applicable obligations hereunder. Any resignation by HSBC as Administrative Agent pursuant to this Section 11.9 shall also constitute its resignation as Letter of Credit Issuer. Upon the acceptance of a successor’s appointment as Administrative Agent hereunder, (a) such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring Letter of Credit Issuer, (b) the retiring Letter of Credit Issuer shall be discharged from all of their respective duties and obligations hereunder or under the other Loan Documents after giving effect to clause (c) below, and (c) as a condition to becoming the Letter of Credit Issuer, the successor Letter of Credit Issuer shall issue letters of credit in substitution for the Letters of Credit, if any, outstanding at the time of such succession or make other arrangement satisfactory to the retiring Letter of Credit Issuer to effectively assume the obligations of the retiring Letter of Credit Issuer with respect to such Letters of Credit.

Successor Agent. Any The Administrative Agent may, may resign at any time, resign upon twenty (20) days time by giving written notice thereof to the Lenders, Xxxxxx Xxx, Xxxxxxx Mac, the Letter of Credit Issuer Borrower, and the Guarantor. Notwithstanding anything herein to the contrary, following Xxxxxxx Mac’s execution of the Xxxxxxx Mac Acknowledgment Agreement, as applicable, no resignation of the Administrative Agent shall be effective until the following conditions have been satisfied: (x) receipt of Xxxxxxx Mac’s express written consent to such resignation and satisfaction of the other terms and conditions of this Section 7.11 and of the Xxxxxxx Mac Acknowledgment Agreement and (y) execution by the successor Administrative Agent, Borrower Parties, provided, however, that except and Xxxxxx Mae of an acknowledgment agreement (aor an amendment or modification to the Xxxxxx Xxx Acknowledgment Agreement) in the case of a merger satisfactory to Xxxxxx Mae. The Administrative Agent may be removed at any time for cause by written notice received by the Administrative Agent with another financial institution (even if from all of the Administrative Agent is not the surviving entity), (b) in the event that other Lenders. Upon any such resignation is required for regulatory reasons as determined in good faith by or removal, the Lenders shall have the right to appoint, on behalf of the Borrower and the Lenders, a successor Administrative Agent, or (c) during the continuance of an Event of Default, any resignation by the Administrative Agent shall require the prior written consent of the Credit Parties, which consent may be granted or withheld in the Credit Parties’ sole discretion, and the appointment of any . If no successor Administrative Agent shall require have been so appointed by the prior written approval Lenders and shall have accepted such appointment within thirty (30) days after the exiting Administrative Agent’s giving notice of the Credit Parties (such approval not to be unreasonably withheld resignation or delayed) and the Required Lenders. If no successor agent is appointed prior to the effective date receipt of the resignation notice of the applicable Agentremoval, then the retiring exiting Administrative Agent may appoint, after consulting with on behalf of the Lenders Borrower and the Credit PartiesLenders, a successor Administrative Agent from any (but only if such successor is reasonably acceptable to each Lender) or petition a court of the Lenderscompetent jurisdiction to appoint a successor Administrative Agent. Upon the acceptance of its any appointment as the Administrative Agent hereunder by a successor agent xxxxxxxxxAdministrative Agent and the execution by such successor Administrative Agent, Borrower and Xxxxxx Xxx of an acknowledgment agreement (or an amendment or modification to the Xxxxxx Mae Acknowledgment Agreement) satisfactory to Xxxxxx Xxx, such successor agent Administrative Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring Agent, and shall assume the duties and obligations of such retiring exiting Administrative Agent, and the retiring exiting Administrative Agent shall be discharged from its duties and obligations as Agent hereunder and under this Credit Agreement and the other Loan Transaction Documents. After any retiring exiting Administrative Agent’s resignation hereunder as Administrative Agent, the provisions of this Section 11.9 Article VII 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 Agent under this Credit Agreement. If no successor agent has accepted appointment acting as Agent by 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 applicable Lenders shall perform all of the duties of the Administrative Agent hereunder until such time, if any, as the applicable Lenders appoint a successor agent as provided for above. Notwithstanding anything in this Section 11.9 to the contrary, any Agent may subcontract certain of its duties hereunder to a third party so long as the applicable Agent remains primarily liable for the performance of its applicable obligations hereunder. Any resignation by HSBC as Administrative Agent pursuant to this Section 11.9 shall also constitute its resignation as Letter of Credit Issuer. Upon the acceptance of a successor’s appointment as Administrative Agent hereunder, (a) such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring Letter of Credit Issuer, (b) the retiring Letter of Credit Issuer shall be discharged from all of their respective duties and obligations hereunder or under the other Loan Documents after giving effect to clause (c) below, and (c) as a condition to becoming the Letter of Credit Issuer, the successor Letter of Credit Issuer shall issue letters of credit in substitution for the Letters of Credit, if any, outstanding at the time of such succession or make other arrangement satisfactory to the retiring Letter of Credit Issuer to effectively assume the obligations of the retiring Letter of Credit Issuer with respect to such Letters of CreditTransaction Documents.

Successor Agent. Any The Agent may, at any time, may resign as Agent upon twenty (20) days written ten days’ notice to the Lenders, the Letter of Credit Issuer all Approved Hedge Counterparties under then existing Commodity Hedge Agreements or Interest Rate Hedge Agreements and the Borrower Parties, provided, however, that except (a) in Borrower. If the case of a merger by the Administrative Agent with another financial institution (even if the Administrative Agent is not the surviving entity), (b) in the event that such resignation is required for regulatory reasons as determined in good faith by the Administrative Agent, or (c) during the continuance of an Event of Default, any resignation by the Administrative Agent shall require the prior written consent of the Credit Parties, which consent may be granted or withheld in the Credit Parties’ sole discretion, and the appointment of any successor Administrative Agent shall require the prior written approval of the Credit Parties (such approval not to be unreasonably withheld or delayed) and the Required Lenders. If no successor agent is appointed prior to the effective date of the resignation of the applicable Agent, then the retiring Agent may appoint, after consulting with the Lenders and the Credit Parties, a successor Agent from any of the Lenders. Upon the acceptance of its appointment as successor agent xxxxxxxxx, such successor agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring Agent, and shall assume the duties and obligations of such retiring Agent, and the retiring Agent shall be discharged from its duties and obligations resign as Agent under this Credit Agreement and the other Loan Documents, Lenders (other than the Agent in its capacity as a Lender) for which the Percentage Shares aggregate at least fifty-one percent (51%) of the Percentage Shares of all Lenders (other than the Agent in its capacity as a Lender) shall appoint from among the Lenders a successor agent for the Lenders and the Approved Hedge Counterparties, whereupon such successor agent shall succeed to the rights, powers and duties of the Agent; provided, however, should the Agent resign at a point when all Loans, accrued interest and fees hereunder have been paid in full and the Commitments have terminated, resulting in the only then existing Obligations being the liability of the Borrower under Commodity Hedge Agreements and/or Interest Rate Hedge Agreements with Approved Hedge Counterparties, the successor agent shall be selected from among such Approved Hedge Counterparties by majority vote of such Approved Hedge Counterparties. The term “Agent” shall mean such successor agent effective upon its appointment. The rights, powers, and duties of the former Agent 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 Notes. After the removal or resignation of any retiring Agent’s resignation Agent hereunder as Agent, the provisions of this Article VIII and those of any Section 11.9 hereof relating to the Agent, including Section 5.16, Section 5.17, Section 5.21 and Section 5.22 shall inure to its benefit as to any actions taken or omitted to be taken by it while it was an 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, the retiring Agent’s resignation shall nevertheless thereupon become effective Agreement and the applicable Lenders shall perform all of the duties of the Administrative Agent hereunder until such time, if any, as the applicable Lenders appoint a successor agent as provided for above. Notwithstanding anything in this Section 11.9 to the contrary, any Agent may subcontract certain of its duties hereunder to a third party so long as the applicable Agent remains primarily liable for the performance of its applicable obligations hereunder. Any resignation by HSBC as Administrative Agent pursuant to this Section 11.9 shall also constitute its resignation as Letter of Credit Issuer. Upon the acceptance of a successor’s appointment as Administrative Agent hereunder, (a) such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring Letter of Credit Issuer, (b) the retiring Letter of Credit Issuer shall be discharged from all of their respective duties and obligations hereunder or under the other Loan Documents after giving effect to clause (c) below, and (c) as a condition to becoming the Letter of Credit Issuer, the successor Letter of Credit Issuer shall issue letters of credit in substitution for the Letters of Credit, if any, outstanding at the time of such succession or make other arrangement satisfactory to the retiring Letter of Credit Issuer to effectively assume the obligations of the retiring Letter of Credit Issuer with respect to such Letters of CreditDocuments.

Successor Agent. Any Agent may, at any time, resign upon twenty (20) days written notice to the Lenders, the Letter of Credit Issuer and the Borrower Parties, provided, however, that except (a) in the case of a merger by the Administrative Agent with another financial institution (even if the Administrative Agent is not the surviving entity), (b) in the event that such resignation is required for regulatory reasons as determined in good faith by the Administrative Agent, or (c) during the continuance of an Event of Default, any resignation by the Administrative Agent shall require the prior written consent of the Credit PartiesBorrowers, which consent may be granted or withheld in the Credit PartiesBorrowers’ sole discretion, and the appointment of any successor Administrative Agent shall require the prior written approval of the Credit Parties Borrowers (such approval not to be unreasonably withheld or delayed) and the Required Lenders. If no successor agent is appointed prior to the effective date of the resignation of the applicable Agent, then the retiring Agent may appoint, after consulting with the Lenders and the Credit PartiesBorrowers, a successor Agent from any of the Lenders. Upon the acceptance of its appointment as successor agent xxxxxxxxxhereunder, such successor agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring Agent, and shall assume the duties and obligations of such retiring Agent, and the retiring Agent shall be discharged from its duties and obligations as Agent under this Credit Agreement and the other Loan Documents. After any retiring Agent’s resignation hereunder as Agent, the provisions of this Section 11.9 shall inure to its benefit as to any actions taken or omitted to be taken by it while it was an 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, the retiring Agent’s resignation shall nevertheless thereupon become effective and the applicable Lenders shall perform all of the duties of the Administrative Agent hereunder until such time, if any, as the applicable Lenders appoint a successor agent as provided for above. Notwithstanding anything in this Section 11.9 to the contrary, any Agent may subcontract certain of its duties hereunder to a third party so long as the applicable Agent remains primarily liable for the performance of its applicable obligations hereunder. Any resignation by HSBC Bank of America as Administrative Agent pursuant to this Section 11.9 shall also constitute its resignation as Letter of Credit Issuer. Upon the acceptance of a successor’s appointment as Administrative Agent hereunder, (a) such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring Letter of Credit Issuer, (b) the retiring Letter of Credit Issuer shall be discharged from all of their respective duties and obligations hereunder or under the other Loan Documents after giving effect to clause (c) belowDocuments, and (c) as a condition to becoming the Letter of Credit Issuer, the successor Letter of Credit Issuer shall issue letters of credit in substitution for the Letters of Credit, if any, outstanding at the time of such succession or make other arrangement satisfactory to the retiring Letter of Credit Issuer to effectively assume the obligations of the retiring Letter of Credit Issuer with respect to such Letters of Credit.

Successor Agent. Any Each Agent may, may resign as such at any time, resign time upon twenty at least thirty (2030) days written days’ prior notice to the Lenders, the Letter of Credit Issuer Issuing Bank and Borrower and without notice to the Bank Product Providers. Upon any such resignation, the Required Lenders shall have the right, in consultation with Borrower Parties, provided, however, that except (a) in the case of a merger by the Administrative Agent with another financial institution (even if the Administrative Agent is not the surviving entity), (b) in the event that such resignation is required for regulatory reasons so long as determined in good faith by the Administrative Agent, no Default or (c) during the continuance of an Event of DefaultDefault shall have then occurred and be continuing, any resignation by to appoint a successor Agent from among the Administrative Agent shall require the prior written consent of the Credit Parties, which consent may be granted or withheld in the Credit Parties’ sole discretion, and the appointment of any successor Administrative Agent shall require the prior written approval of the Credit Parties (such approval not to be unreasonably withheld or delayed) and the Required Lenders. If no successor agent is shall have been so appointed prior to by the effective date Required Lenders and shall have accepted such appointment within thirty (30) days after the retiring Agent gives notice of the resignation of the applicable Agentits resignation, then the retiring Agent may appointmay, after consulting with on behalf of the Lenders and the Credit PartiesIssuing Bank, appoint a successor Agent from any Agent, which successor shall be a commercial banking institution organized under the laws of the LendersUnited 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 such retiring Agent is unable to find a commercial banking institution that is willing to accept such appointment and which meets the qualifications set forth above, the retiring Agent’s resignation shall nevertheless thereupon become effective, and the Lenders shall assume and perform all of the duties of the Agent under the Loan Documents until such time, if any, as the Required Lenders appoint a successor Agent. Upon the acceptance of its appointment as successor agent xxxxxxxxxan Agent hereunder by a successor, such successor agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring Agent, and shall assume the duties and obligations of such retiring Agent, and the retiring (or retired) Agent shall be discharged from its duties and obligations as Agent under this Credit Agreement and the other 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 any retiring an Agent’s resignation hereunder as Agenthereunder, the provisions of this Article X, Section 11.9 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 Agent under this Credit Agreement. If no successor agent has accepted appointment acting as Agent by 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 applicable Lenders shall perform all of the duties of the Administrative Agent hereunder until such time, if any, as the applicable Lenders appoint a successor agent as provided for above. Notwithstanding anything in this Section 11.9 to the contrary, any Agent may subcontract certain of its duties hereunder to a third party so long as the applicable Agent remains primarily liable for the performance of its applicable obligations hereunder. Any resignation by HSBC as Administrative Agent pursuant to this Section 11.9 shall also constitute its resignation as Letter of Credit Issuer. Upon the acceptance of a successor’s appointment as Administrative Agent hereunder, (a) such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring Letter of Credit Issuer, (b) the retiring Letter of Credit Issuer shall be discharged from all of their respective duties and obligations hereunder or under the other Loan Documents after giving effect to clause (c) below, and (c) as a condition to becoming the Letter of Credit Issuer, the successor Letter of Credit Issuer shall issue letters of credit in substitution for the Letters of Credit, if any, outstanding at the time of such succession or make other arrangement satisfactory to the retiring Letter of Credit Issuer to effectively assume the obligations of the retiring Letter of Credit Issuer with respect to such Letters of Credit.

Successor Agent. Any Agent may, at any time, resign upon twenty (20) days written notice to the Lenders, the Letter of Credit Issuer and the Borrower Parties, provided, however, that except (a) in the case of a merger by the Administrative Agent with another financial institution (even if the Administrative Agent is not the surviving entity), (b) in the event that such resignation is required for regulatory reasons as determined in good faith by the Administrative Agent, or (c) during the continuance of an Event of Default, any resignation by the Administrative Agent shall require the prior written consent of the Credit Parties, which consent may be granted or withheld in the Credit Parties’ sole discretion, and the appointment of any successor Administrative Agent shall require the prior written approval of the Credit Parties (such approval not to be unreasonably withheld or delayed) and the Required Lenders. If no successor agent is appointed prior to the effective date of the resignation of the applicable Agent, then the retiring Agent may appoint, after consulting with the Lenders and the Credit Parties, a successor Agent from at any of the Lenders. Upon the acceptance of time assign its appointment as successor agent xxxxxxxxx, such successor agent shall thereupon succeed to and become vested with all the rights, 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 retiring 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 Lenders 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, Required Lenders shall have the right to appoint a successor Agent, . If no such successor shall have been so appointed by Required Lenders and shall assume have accepted such appointment within ten (10) Business Days after the duties 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 obligations 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 retiring Agentnotice, and (i) the retiring Agent shall be discharged from its duties and obligations as Agent hereunder and under this Credit Agreement and the other Loan Financing Documents. After any retiring Agent’s resignation hereunder as Agent, the provisions of this Section 11.9 shall inure to its benefit as to any actions taken or omitted and (ii) all payments, communications and determinations provided to be taken made by, to or through Agent shall instead be made by it while it was an 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 resignationor to each Lender directly, the retiring Agent’s resignation shall nevertheless thereupon become effective and the applicable Lenders shall perform all of the duties of the Administrative Agent hereunder until such time, if any, time as the applicable Required Lenders appoint a successor agent Agent as provided for above. Notwithstanding anything above in this Section 11.9 to the contrarysubsection (b). (c) Upon (i) an assignment permitted by subsection (a) above, any Agent may subcontract certain of its duties hereunder to a third party so long as the applicable Agent remains primarily liable for the performance of its applicable obligations hereunder. Any resignation by HSBC as Administrative Agent pursuant to this Section 11.9 shall also constitute its resignation as Letter of Credit Issuer. Upon or (ii) the acceptance of a successor’s appointment as Administrative Agent hereunderpursuant to subsection (b) above, (a) such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring Letter of Credit Issuer(or retired) Agent, (b) and the retiring Letter of Credit Issuer Agent shall be discharged from all of their respective its duties and obligations hereunder or and under the other Loan Financing Documents after giving effect to clause (if not already discharged therefrom as provided above in this subsection (c) below, )). 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 (c) as a condition to becoming such successor. After the Letter of Credit Issuerretiring Agent’s resignation hereunder and under the other Financing Documents, the successor Letter provisions of Credit Issuer this Article shall issue letters of credit continue in substitution effect for the Letters of Credit, if any, outstanding at the time benefit of such succession retiring Agent and its sub-agents in respect of any actions taken or make other arrangement satisfactory omitted to be taken by any of them while the retiring Letter of Credit Issuer Agent was acting or was continuing to effectively assume the obligations of the retiring Letter of Credit Issuer with respect to such Letters of Creditact as Agent.

Successor Agent. Any The Agent may, and at any timethe request of the Required Banks shall, resign as Agent upon twenty (20) days written 30 days' notice to the LendersBanks. If the Agent resigns under this Agreement, the Letter of Credit Issuer and the Borrower PartiesRequired Banks shall, provided, however, that except with (a) in the case of a merger by the Administrative Agent with another financial institution (even if the Administrative Agent is not the surviving entity), (b) in the event that such resignation is required for regulatory reasons so long as determined in good faith by the Administrative Agent, or (c) during the continuance of an no Event of Default, any resignation by Default exists) the Administrative Agent shall require the prior written consent of the Credit Parties, Company (which consent may be granted or withheld in the Credit Parties’ sole discretion, and the appointment of any successor Administrative Agent shall require the prior written approval of the Credit Parties (such approval not to be unreasonably withheld or delayed) and ), appoint from among the Required LendersBanks a successor agent for the Banks. If no successor agent is appointed prior to the effective date of the resignation of the applicable Agent, then the retiring Agent may appoint, after consulting with the Lenders Banks and the Credit PartiesCompany, a successor Agent agent from any of among the LendersBanks. Upon the acceptance of its appointment as successor agent xxxxxxxxxhereunder, such successor agent shall thereupon succeed to and become vested with all the rights, powers, privileges powers and duties of the retiring Agent and the term "Agent, and " shall assume the duties and obligations of mean such retiring Agentsuccessor agent, and the retiring Agent's appointment, powers and duties as Agent shall be discharged from its duties and obligations as Agent under this Credit Agreement and the other Loan Documentsterminated. After any retiring Agent’s 's resignation hereunder as Agent, the provisions of this Section 11.9 13 and Sections 14.6 and 14.13 shall inure to its benefit as to any actions taken or omitted to be taken by it while it was an Agent under this Credit Agreement. If no successor agent has accepted appointment as Agent by the date which is thirty (30) 30 days following a retiring Agent’s 's notice of resignation, the retiring Agent’s 's resignation shall nevertheless thereupon become effective and the applicable Lenders Banks shall perform all of the duties of the Administrative Agent hereunder until such time, if any, as the applicable Lenders Required Banks appoint a successor agent as provided for above. Notwithstanding anything in this Section 11.9 to the contraryforegoing, any Agent however, BofA may subcontract certain of its duties hereunder to a third party so long not be removed as the applicable Agent remains primarily liable for at the performance request of its applicable obligations hereunder. Any resignation by HSBC the Required Banks unless BofA shall also simultaneously be replaced as Administrative Agent an "Issuing Bank" hereunder pursuant to this Section 11.9 shall also constitute its resignation as Letter of Credit Issuer. Upon the acceptance of a successor’s appointment as Administrative Agent hereunder, (a) such successor shall succeed to documentation in form and become vested with all of the rights, powers, privileges and duties of the retiring Letter of Credit Issuer, (b) the retiring Letter of Credit Issuer shall be discharged from all of their respective duties and obligations hereunder or under the other Loan Documents after giving effect to clause (c) below, and (c) as a condition to becoming the Letter of Credit Issuer, the successor Letter of Credit Issuer shall issue letters of credit in substitution for the Letters of Credit, if any, outstanding at the time of such succession or make other arrangement substance reasonably satisfactory to the retiring Letter of Credit Issuer to effectively assume the obligations of the retiring Letter of Credit Issuer with respect to such Letters of Credit.BofA.

Successor Agent. Any Subject to the appointment of a successor as set forth herein, the Administrative Agent mayand the Collateral Agent may resign as Administrative Agent or Collateral Agent, at any timerespectively, resign upon twenty (20) days written 10 days’ notice to the Lenders, the Letter of Credit Issuer Lenders and the Borrower Parties, provided, however, that except (a) in the case of a merger by the Administrative Agent with another financial institution (even and if the Administrative Agent has admitted in writing that it is not insolvent or becomes a Defaulting Lender, either the surviving entity)Required Lenders or the Borrower may, (b) in the event that such resignation is required for regulatory reasons as determined in good faith by upon 10 days’ notice to the Administrative Agent, or (c) during the continuance of an Event of Default, any resignation by remove such Agent. If the Administrative Agent or Collateral Agent shall require resign or be removed as Administrative Agent or Collateral Agent, as applicable, under this Agreement and the prior written consent of other Loan Documents, then the Credit PartiesRequired Lenders shall appoint from among the Lenders a successor agent for the Lenders, which consent may successor agent shall be granted or withheld subject to approval by the Borrower (provided that such approval by the Borrower in the Credit Parties’ sole discretion, and connection with the appointment of any successor Administrative Agent shall require only be required so long as no Event of Default under subsection 8.1(a) or (f) has occurred and is continuing; provided further, that the prior written Borrower shall not unreasonably withhold its approval of the Credit Parties (any successor Administrative Agent if such approval not to be unreasonably withheld or delayedsuccessor is a commercial bank with a consolidated combined capital and surplus of at least $5,000,000,000) and the Required Lenders. If no successor agent is appointed prior to the effective date of the resignation of the applicable Agent, then the retiring Agent may appoint, after consulting with the Lenders and the Credit Parties, a successor Agent from any of the Lenders. Upon the acceptance of its appointment as successor agent xxxxxxxxx, whereupon such successor agent shall thereupon succeed to and become vested with all the rights, powers, privileges powers and duties of the retiring Administrative Agent or the Collateral Agent, and shall assume the duties and obligations of such retiring Agentas applicable, and the retiring 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 Administrative Agent or Collateral Agent, as applicable, shall be discharged from its duties and obligations as terminated, without any other or further act or deed on the part of such former Agent under or any of the parties to this Credit Agreement and or any holders of the other Loan DocumentsLoans or issuers of Letters of Credit. After any retiring Agent’s resignation hereunder or removal as Agent, the provisions of this Section 11.9 9 shall inure to its benefit as to any actions taken or omitted to be taken by it while it was an Agent under this Credit AgreementAgreement and the other Loan Documents. If no successor agent has accepted appointment as Agent by the date which is thirty (30) days following a retiring Agent’s notice of resignationAdditionally, the after any retiring Agent’s resignation or removal as such Agent, the provisions of this subsection shall nevertheless thereupon become effective 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 applicable Lenders shall perform all of other Loan Documents. After the duties resignation or removal of the Administrative Agent hereunder until such time, if any, as the applicable Lenders appoint a successor agent as provided for above. Notwithstanding anything in this Section 11.9 pursuant to the contrarypreceding provisions of this subsection 9.10, the resigning or removed Administrative Agent (x) shall not be required to act as Issuing Bank for any Letters of Credit to 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 may subcontract certain shall be required to be repaid in full upon its resignation or removal), although the resigning Administrative Agent shall retain all rights hereunder as Issuing Bank 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 duties hereunder to a third party so long as the applicable Agent remains primarily liable for the performance of its applicable obligations hereunder. Any resignation by HSBC as Administrative Agent pursuant to this Section 11.9 shall also constitute its resignation as Letter of Credit Issuer. Upon the acceptance of a successor’s appointment or removal as Administrative Agent hereunder, (a) such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring Letter of Credit Issuer, (b) the retiring Letter of Credit Issuer shall be discharged from all of their respective duties and obligations hereunder or under the other Loan Documents after giving effect to clause (c) below, and (c) as a condition to becoming the Letter of Credit Issuer, the successor Letter of Credit Issuer shall issue letters of credit in substitution for the Letters of Credit, if any, outstanding at the time of such succession or make other arrangement satisfactory to the retiring Letter of Credit Issuer to effectively assume the obligations of the retiring Letter of Credit Issuer with respect to such Letters of Credit.

Successor Agent. Any The Administrative Agent may, at any time, may resign upon twenty (20) days written 30 days’ notice to the Lenders, the Letter of Credit Issuer Lenders and the Borrower Parties, provided, however, that except (a) in the case effective upon appointment of a merger successor Administrative Agent. Upon receipt of any such notice of resignation, the Required Lenders shall appoint from among the Lenders a successor agent for the Lenders, which successor agent shall (unless an Event of Default under Section 7.1(a) or Section 7.1(f) with respect to the Borrower shall have occurred and be continuing) be subject to approval by the Administrative Agent with another financial institution Borrower (even if the Administrative Agent is which approval shall not the surviving entitybe unreasonably withheld or delayed), (b) in whereupon such successor agent shall succeed to the event that rights, powers and duties of such resignation is required for regulatory reasons as determined in good faith by the retiring Administrative Agent, or (c) during and the continuance of an Event of Defaultretiring Administrative Agent’s rights, any resignation by the powers and duties as Administrative Agent shall require be terminated, without any other or further act or deed on the prior written consent part of such retiring Administrative Agent or any of the Credit Parties, which consent may be granted parties to this Agreement or withheld in any holders of the Credit Parties’ sole discretion, and the appointment of any Loans. If no successor Administrative Agent shall require have been so appointed by the prior written approval Required Lenders with such consent of the Credit Parties Borrower and shall have accepted such appointment within 30 days after the retiring Administrative Agent’s giving of notice of resignation, then the retiring Administrative Agent may, on behalf of the Lenders and with the consent of the Borrower (such approval consent not to be unreasonably withheld or delayed) and the Required Lenders. If no ), appoint a successor agent is appointed prior to the effective date of the resignation of the applicable Administrative Agent, then the retiring Agent may appoint, after consulting with the Lenders and the Credit Parties, a successor Agent from any of the Lenders. Upon the acceptance of its appointment as successor agent xxxxxxxxx, such successor agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring Agent, and shall assume the duties and obligations of such retiring Agent, and the retiring Agent that shall be discharged from its duties a bank that has an office in New York, New York with a combined capital and obligations as Agent under this Credit Agreement and the other Loan Documentssurplus of at least $500,000,000. After any retiring Administrative Agent’s resignation hereunder as Administrative Agent, the provisions of this Section 11.9 8 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, the retiring Agent’s resignation shall nevertheless thereupon become effective Agreement and the applicable Lenders shall perform all of the duties of the Administrative Agent hereunder until such time, if any, as the applicable Lenders appoint a successor agent as provided for above. Notwithstanding anything in this Section 11.9 to the contrary, any Agent may subcontract certain of its duties hereunder to a third party so long as the applicable Agent remains primarily liable for the performance of its applicable obligations hereunder. Any resignation by HSBC as Administrative Agent pursuant to this Section 11.9 shall also constitute its resignation as Letter of Credit Issuer. Upon the acceptance of a successor’s appointment as Administrative Agent hereunder, (a) such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring Letter of Credit Issuer, (b) the retiring Letter of Credit Issuer shall be discharged from all of their respective duties and obligations hereunder or under the other Loan Documents after giving effect to clause (c) below, and (c) as a condition to becoming the Letter of Credit Issuer, the successor Letter of Credit Issuer shall issue letters of credit in substitution for the Letters of Credit, if any, outstanding at the time of such succession or make other arrangement satisfactory to the retiring Letter of Credit Issuer to effectively assume the obligations of the retiring Letter of Credit Issuer with respect to such Letters of CreditDocuments.

Successor Agent. Any The Agent may, at any time, may resign as Agent upon twenty thirty (2030) days written calendar days’ notice to the Lenders, the Letter of Credit Issuer Buyer and the Borrower PartiesSeller. If the Agent shall resign as Agent under this Repurchase Agreement and the other Repurchase Documents, providedthen the Buyer shall appoint a successor Agent, however, that except (a) in the case of a merger which successor Agent shall be approved by the Administrative Agent with another financial institution Seller (even if the Administrative Agent is not the surviving entity), (b) in the event that such resignation is required for regulatory reasons as determined in good faith by the Administrative Agent, or (c) during the continuance of unless an Event of DefaultDefault has occurred and is continuing), and any resignation by the Administrative such successor Agent shall require succeed to the prior written consent rights, powers and duties of the Credit Parties, which consent may be granted or withheld in the Credit Parties’ sole discretionAgent, and the term “Agent” shall mean such successor Agent effective upon such appointment of any successor Administrative and approval, and the former Agent’s rights, powers and duties as Agent shall require be terminated, without any other or further act or deed on the prior written approval part of such former Agent or any of the Credit Parties (such approval not parties to be unreasonably withheld this Repurchase Agreement or delayed) and any holders of the Required LendersPurchased Loans. If no successor agent is Agent has been appointed prior to and shall have accepted such appointment within thirty (30) calendar days after the effective date retiring Agent’s giving notice of the resignation of the applicable Agentits resignation, then the retiring Agent may appointAgent, after consulting with the Lenders and the Credit Parties, a successor Agent from any on behalf of the LendersBuyer, 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 its any appointment as the Agent hereunder by a successor agent xxxxxxxxxAgent, such successor agent Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring Agent, and shall assume the duties and obligations of such retiring Agent, and the retiring Agent shall be discharged from its duties and obligations as Agent obligations, under this Credit Repurchase Agreement and the other Loan Repurchase Documents. After any retiring Agent’s resignation hereunder as Agent, the provisions of this Section 11.9 13 shall inure to its benefit as to any actions taken or omitted to be taken by it while it was an 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, the retiring Agent’s resignation shall nevertheless thereupon become effective Repurchase Agreement and the applicable Lenders shall perform all of the duties of the Administrative Agent hereunder until such time, if any, as the applicable Lenders appoint a successor agent as provided for above. Notwithstanding anything in this Section 11.9 to the contrary, any Agent may subcontract certain of its duties hereunder to a third party so long as the applicable Agent remains primarily liable for the performance of its applicable obligations hereunder. Any resignation by HSBC as Administrative Agent pursuant to this Section 11.9 shall also constitute its resignation as Letter of Credit Issuer. Upon the acceptance of a successor’s appointment as Administrative Agent hereunder, (a) such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring Letter of Credit Issuer, (b) the retiring Letter of Credit Issuer shall be discharged from all of their respective duties and obligations hereunder or under the other Loan Documents after giving effect to clause (c) below, and (c) as a condition to becoming the Letter of Credit Issuer, the successor Letter of Credit Issuer shall issue letters of credit in substitution for the Letters of Credit, if any, outstanding at the time of such succession or make other arrangement satisfactory to the retiring Letter of Credit Issuer to effectively assume the obligations of the retiring Letter of Credit Issuer with respect to such Letters of CreditRepurchase Documents.

Successor Agent. Any (a) If the Person serving as Agent is a Defaulting Lender pursuant to clause (d)(i) or clause (d)(ii) of the definition thereof, the Majority Lenders may, to the extent permitted by applicable law, by at least 30 days prior written notice in writing to the Borrowers and such Person (the expiration of such notice period shall be referred to as the “Removal Effective Date”) remove such Person as Agent and appoint a successor in accordance with clause (b) below. (b) The Agent may resign as such at any time, resign time upon twenty at least thirty (2030) days written prior notice to the Lenders, Borrowers and each of the Letter Lenders (the expiration of Credit Issuer and such notice period shall be referred to as the Borrower Parties, provided, however, that except “Resignation Effective Date”). If the Agent at any time shall resign or if the office of the Agent shall become vacant for any other reason (including removal of the Agent pursuant to clause (a) in the case of a merger by the Administrative Agent with another financial institution (even if the Administrative Agent is not the surviving entityabove), Majority Lenders shall, by written instrument, appoint successor agent(s) (b“Successor Agent”) in the event that satisfactory to such resignation is required for regulatory reasons Majority Lenders and, so long as determined in good faith by the Administrative Agent, no Default or (c) during the continuance of an Event of DefaultDefault has occurred and is continuing, any resignation by to the Administrative Agent Borrowers (which approval shall require the prior written consent of the Credit Parties, which consent may be granted or withheld in the Credit Parties’ sole discretion, and the appointment of any successor Administrative Agent shall require the prior written approval of the Credit Parties (such approval not to be unreasonably withheld or delayed) ); provided, however that any such successor Agent 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 or any state thereof, or any Affiliate of such bank or trust company or other financial institution which is engaged in the banking business, and shall have a combined capital and surplus of at least $500,000,000. Such Successor Agent shall thereupon become the Agent hereunder, as applicable, and the Required LendersAgent shall deliver or cause to be delivered to any Successor Agent such documents of transfer and assignment as such Successor Agent may reasonably request. If a Successor Agent is not so appointed or does not accept such appointment before the resigning Agent’s Resignation Effective Date or the removed Agent’s Removal Effective Date, as applicable, the resigning or removed Agent may appoint a temporary successor to act until such appointment by the Majority Lenders and, if applicable, the Borrowers, is made and accepted, or if no such temporary successor agent is appointed prior to as provided above by the effective date resigning or removed Agent, the Majority Lenders shall thereafter perform all of the resignation of the applicable Agent, then the retiring Agent may appoint, after consulting with the Lenders and the Credit Parties, a successor Agent from any of the Lenders. Upon the acceptance of its appointment as successor agent xxxxxxxxx, such successor agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring Agentresigning or removed Agent hereunder until such appointment by the Majority Lenders and, if applicable, the Borrowers, is made and accepted. Such Successor Agent shall assume succeed to all of the duties rights and obligations of the resigning or removed Agent as if originally named. The resigning or removed Agent shall duly assign, transfer and deliver to such retiring Successor Agent all moneys at the time held by the resigning or removed Agent hereunder after deducting therefrom its expenses for which it is entitled to be reimbursed hereunder. Upon such succession of any such Successor Agent, and the retiring resigning or removed Agent shall be discharged from its duties and obligations obligations, in its capacity as the Agent under this Credit Agreement hereunder, except for its gross negligence or willful misconduct arising prior to its resignation or removal hereunder, and the other Loan Documents. After any retiring Agent’s resignation hereunder as Agent, the provisions of this Section 11.9 Article 12 shall inure to its continue in effect for the benefit as to of the resigning or removed Agent in respect of any actions taken or omitted to be taken by it while it was an 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, the retiring Agent’s resignation shall nevertheless thereupon become effective and the applicable Lenders shall perform all of the duties of the Administrative Agent hereunder until such time, if any, acting as the applicable Lenders appoint a successor agent as provided for above. Notwithstanding anything in this Section 11.9 to the contrary, any Agent may subcontract certain of its duties hereunder to a third party so long as the applicable Agent remains primarily liable for the performance of its applicable obligations hereunder. Any resignation by HSBC as Administrative Agent pursuant to this Section 11.9 shall also constitute its resignation as Letter of Credit Issuer. Upon the acceptance of a successor’s appointment as Administrative Agent hereunder, (a) such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring Letter of Credit Issuer, (b) the retiring Letter of Credit Issuer shall be discharged from all of their respective duties and obligations hereunder or under the other Loan Documents after giving effect to clause (c) below, and (c) as a condition to becoming the Letter of Credit Issuer, the successor Letter of Credit Issuer shall issue letters of credit in substitution for the Letters of Credit, if any, outstanding at the time of such succession or make other arrangement satisfactory to the retiring Letter of Credit Issuer to effectively assume the obligations of the retiring Letter of Credit Issuer with respect to such Letters of CreditAgent.

Successor Agent. Any (a) The Agent may, may resign at any time, resign upon twenty (20) days time by giving written notice thereof to the Lenders, the Letter of Credit Issuer Lenders and the Borrower Parties, and may be removed at any time with cause by the Majority Lenders; provided, however, that except the Agent may not resign or be removed until (ai) 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 case place and stead of a merger by the Administrative Agent with another financial institution (even if the Administrative Agent is not the surviving entity), (b) all existing liability under outstanding Letters of Credit. The transactions described in the event that immediately preceding sentence shall be accomplished pursuant to written agreements reasonably satisfactory to the Agent and the successor Agent. Upon any such resignation is required for regulatory reasons as determined in good faith by or removal, the Administrative Majority Lenders shall have the right to appoint a successor Agent, or (c) during the continuance of an Event of Default, any resignation by the Administrative Agent shall require the prior written consent of the Credit Parties, which consent may be granted or withheld in the Credit Parties’ sole discretion, and the appointment of any successor Administrative Agent shall require the prior written approval of the Credit Parties (such approval not to be unreasonably withheld or delayed) and the Required Lenders. If no successor agent is Agent shall have been so appointed prior to by the effective date Majority Lenders, and shall have accepted such appointment, within thirty (30) days after the retiring Agent's giving of notice of resignation or the Majority Lenders' removal of the resignation of the applicable retiring Agent, then the retiring Agent may appointmay, after consulting with the Lenders and the Credit Parties, a successor Agent from any on behalf of the Lenders. , appoint a successor Agent, which shall be a bank that maintains an office in the United States, or a commercial bank organized under the laws of the United States of America or any State thereof, or any Affiliate of such bank, having a combined capital and surplus of at least $100,000,000. (b) Upon the acceptance of its any appointment as the Agent hereunder by a successor agent xxxxxxxxxAgent, such successor agent Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring Agent, and shall assume the duties and obligations of such retiring Agent, and the retiring Agent shall be discharged from its duties and obligations as Agent under this Credit Agreement and the other Loan DocumentsAgreement. After any retiring Agent’s 's resignation or removal hereunder as Agent, the provisions of this Section 11.9 Article XI shall inure to its benefit as to any actions taken or omitted to be taken by it while it was an 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, the retiring Agent’s resignation shall nevertheless thereupon become effective and the applicable Lenders shall perform all of the duties of the Administrative Agent hereunder until such time, if any, as the applicable Lenders appoint a successor agent as provided for above. Notwithstanding anything in this Section 11.9 to the contrary, any Agent may subcontract certain of its duties hereunder to a third party so long as the applicable Agent remains primarily liable for the performance of its applicable obligations hereunder. Any resignation by HSBC as Administrative Agent pursuant to this Section 11.9 shall also constitute its resignation as Letter of Credit Issuer. Upon the acceptance of a successor’s appointment as Administrative Agent hereunder, (a) such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring Letter of Credit Issuer, (b) the retiring Letter of Credit Issuer shall be discharged from all of their respective duties and obligations hereunder or under the other Loan Documents after giving effect to clause (c) below, and (c) as a condition to becoming the Letter of Credit Issuer, the successor Letter of Credit Issuer shall issue letters of credit in substitution for the Letters of Credit, if any, outstanding at the time of such succession or make other arrangement satisfactory to the retiring Letter of Credit Issuer to effectively assume the obligations of the retiring Letter of Credit Issuer with respect to such Letters of Credit.

Successor Agent. Any Subject to the appointment and acceptance of a successor to the applicable Agent mayas provided in this paragraph, each Agent may resign at any time, resign upon twenty (20) days written notice to time by notifying the Lenders, the Letter of Credit Issuer Issuing Banks and the Borrower PartiesBorrowers. Upon any such resignation, provided, however, that except (a) in the case of Required Lenders shall have the right to appoint a merger by the successor Administrative Agent with another financial institution (even if the Administrative Agent is not the surviving entity), (b) in the event that such resignation is required for regulatory reasons as determined in good faith by the Administrative Agent, or (c) during the continuance of an Event of Default, any resignation by and the Administrative Agent shall require have the prior written right to appoint a successor Collateral Agent, subject to the consent of the Credit Parties, Parent Borrower (which consent may be granted or withheld in the Credit Parties’ sole discretion, and the appointment of any successor Administrative Agent shall require the prior written approval of the Credit Parties (such approval not to be unreasonably withheld or delayed) ); provided that the Parent Borrower’s consent shall not be required if an Event of Default has occurred and the Required Lendersis continuing. If no successor agent is shall have been so appointed prior to by the effective date Required Lenders or Administrative Agent, as applicable, and shall have accepted such appointment within thirty (30) days after the retiring Agent gives notice of the resignation of the applicable Agentits resignation, then the retiring Agent may appointmay, after consulting with on behalf of the Lenders and the Credit Issuing Banks, appoint (i) a successor Administrative Agent which shall be a bank with an office in New York, New York, or an Affiliate of any such bank, or (ii) or a successor Collateral Agent on terms to be agreed, in each case, subject to the consent of the Parent Borrower (which consent shall not be unreasonably withheld); provided that the Parent Borrower’s consent shall not be required if an Event of Default has occurred and is continuing. Notwithstanding the foregoing, in the event no successor Administrative Agent shall have been so appointed and shall have accepted such appointment within 30 days after the retiring Administrative Agent gives notice of its intent to resign, the retiring Administrative Agent may give notice of the effectiveness of its resignation to the Lenders and the Borrower, whereupon, on the date of effectiveness of such resignation stated in such notice, (a) the retiring Administrative Agent shall be discharged from its duties and obligations hereunder and under the other Loan Documents, provided that, solely for purposes of maintaining any security interest granted to the Administrative Agent under any Collateral Document for the benefit of the Secured Parties, the retiring Administrative Agent shall continue to be vested with such security interest as collateral agent for the benefit of the Secured Parties and, in the case of any Collateral in the possession of the Administrative Agent, shall continue to hold such Collateral, in each case until such time as a successor Administrative Agent from is appointed and accepts such appointment in accordance with this paragraph (it being understood and agreed that the retiring Administrative Agent shall have no duty or obligation to take any farther action under any Collateral Document, including any action required to maintain the perfection of any such security interest), and (b) the Required Lenders shall succeed to and become vested with all the rights, powers, privileges and duties of the Lendersretiring Administrative Agent, provided that (i) all payments required to be made hereunder or under any other Loan Document to the Administrative Agent for the account of any Person other than the Administrative Agent shall be made directly to such Person and (ii) all notices and other communications required or contemplated to be given or made to the Administrative Agent shall also directly be given or made to each Lender. Upon the acceptance of its appointment as successor agent xxxxxxxxxAgent hereunder by a successor, such successor agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring Agent, and shall assume the duties and obligations of such retiring Agent, and the retiring Agent shall be discharged from its duties and obligations hereunder (other than with respect to its obligations under Section 10.12). The fees payable by any Borrower to a successor Agent shall be the same as Agent under this Credit Agreement those payable to its predecessor unless otherwise agreed between the Borrowers and the other Loan Documentssuch successor. After any retiring Agent’s resignation hereunder as Agenthereunder, the provisions of this Article IX and Section 11.9 10.03 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 Agent under this Credit Agreement. If no successor agent has accepted appointment acting as Agent by 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 applicable Lenders shall perform all of the duties of the Administrative Agent hereunder until such time, if any, as the applicable Lenders appoint a successor agent as provided for above. Notwithstanding anything in this Section 11.9 to the contrary, any Agent may subcontract certain of its duties hereunder to a third party so long as the applicable Agent remains primarily liable for the performance of its applicable obligations hereunder. Any resignation by HSBC as Administrative Agent pursuant to this Section 11.9 shall also constitute its resignation as Letter of Credit Issuer. Upon the acceptance of a successor’s appointment as Administrative Agent hereunder, (a) such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring Letter of Credit Issuer, (b) the retiring Letter of Credit Issuer shall be discharged from all of their respective duties and obligations hereunder or under the other Loan Documents after giving effect to clause (c) below, and (c) as a condition to becoming the Letter of Credit Issuer, the successor Letter of Credit Issuer shall issue letters of credit in substitution for the Letters of Credit, if any, outstanding at the time of such succession or make other arrangement satisfactory to the retiring Letter of Credit Issuer to effectively assume the obligations of the retiring Letter of Credit Issuer with respect to such Letters of Credit.

Successor Agent. Any Each Agent may, may resign as such at any time, resign time upon twenty (20) days written at least 10 days’ prior notice to the LendersLenders and Borrower. Upon any such resignation, the Letter of Credit Issuer and Required Lenders shall have the Borrower Partiesright, provided, however, that except (a) in with the case of a merger by the Administrative Agent with another financial institution (even if the Administrative Agent is not the surviving entity), (b) in the event that such resignation is required for regulatory reasons as determined in good faith by the Administrative Agent, or (c) during the continuance of an Event of Default, any resignation by the Administrative Agent shall require the prior written consent of the Credit Parties, which consent may be granted or withheld in the Credit Parties’ sole discretion, and the appointment of any successor Administrative Agent shall require the prior written approval of the Credit Parties Borrower (such approval not to be unreasonably withheld or delayed) so long as no Event of Default has occurred and is continuing, to appoint a successor Agent from among the Required Lenders. If no successor agent is shall have been so appointed prior to by the effective date Required Lenders and shall have accepted such appointment within 10 days after the retiring Agent gives notice of the resignation of the applicable Agentits resignation, then the retiring Agent may appointmay, after consulting with on behalf of the Lenders and the Credit PartiesLenders, appoint a successor Agent from any with the written consent of the LendersBorrower (not to be unreasonably withheld or delayed) so long as no Event of Default has occurred and is continuing, 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 $500,000,000; provided that if such retiring Agent is unable to find a commercial banking institution that is willing to accept such appointment and which meets the qualifications set forth above, the retiring Agent’s resignation shall nevertheless thereupon become effective and the retiring (or retired) Agent shall be discharged from its duties and obligations under the Loan Documents, and the Lenders shall assume and perform all of the duties of the Agent under the Loan Documents until such time, if any, as the Required Lenders appoint a successor Agent. Upon the acceptance of its appointment as successor agent xxxxxxxxxan Agent hereunder by a successor, such successor agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring Agent, and shall assume the duties and obligations of such retiring Agent, and the retiring (or retired) Agent shall be discharged from its duties and obligations as Agent under this Credit Agreement and the other 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 any retiring an Agent’s resignation hereunder as Agenthereunder, the provisions of this Article IX and Section 11.9 10.03 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 Agent under this Credit Agreement. If no successor agent has accepted appointment acting as Agent by 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 applicable Lenders shall perform all of the duties of the Administrative Agent hereunder until such time, if any, as the applicable Lenders appoint a successor agent as provided for above. Notwithstanding anything in this Section 11.9 to the contrary, any Agent may subcontract certain of its duties hereunder to a third party so long as the applicable Agent remains primarily liable for the performance of its applicable obligations hereunder. Any resignation by HSBC as Administrative Agent pursuant to this Section 11.9 shall also constitute its resignation as Letter of Credit Issuer. Upon the acceptance of a successor’s appointment as Administrative Agent hereunder, (a) such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring Letter of Credit Issuer, (b) the retiring Letter of Credit Issuer shall be discharged from all of their respective duties and obligations hereunder or under the other Loan Documents after giving effect to clause (c) below, and (c) as a condition to becoming the Letter of Credit Issuer, the successor Letter of Credit Issuer shall issue letters of credit in substitution for the Letters of Credit, if any, outstanding at the time of such succession or make other arrangement satisfactory to the retiring Letter of Credit Issuer to effectively assume the obligations of the retiring Letter of Credit Issuer with respect to such Letters of Credit.

Successor Agent. Any Agent may, at any time, resign upon twenty (20) days written notice to the Lenders, the Letter of Credit Issuer Lenders and the Borrower Parties, provided, however, that except (a) in the case of a merger by the Administrative Agent with another financial institution (even if the Administrative Agent is not the surviving entity), (b) in the event that such resignation is required for regulatory reasons as determined in good faith by the Administrative Agent, or (c) during the continuance of an Event of Default, any resignation by the Administrative Agent shall require the prior written consent of the Credit Parties, which consent may be granted or withheld in the Credit Parties’ sole discretion, and the appointment of any successor Administrative Agent shall require the prior written approval of the Credit Parties (such approval not to be unreasonably withheld or delayed) and the Required Lenders. If no successor agent is appointed prior to the effective date of the resignation of the applicable Agent, then the retiring Agent may appoint, after consulting with the Lenders and the Credit Parties, a successor Agent from any of the Lenders. Upon the acceptance of its appointment as successor agent xxxxxxxxx, such successor agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring Agent, and shall assume the duties and obligations of such retiring Agent, and the retiring Agent shall be discharged from its duties and obligations as Agent under this Credit Agreement and the other Loan Documents. After any retiring Agent’s resignation hereunder as Agent, the provisions of this Section 11.9 shall inure to its benefit as to any actions taken or omitted to be taken by it while it was an 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, the retiring Agent’s resignation shall nevertheless thereupon become effective and the applicable Lenders shall perform all of the duties of the Administrative Agent hereunder until such time, if any, as the applicable Lenders appoint a successor agent as provided for above. Notwithstanding anything in this Section 11.9 to the contrary, any Agent may subcontract certain of its duties hereunder to a third party so long as the applicable Agent remains primarily liable for the performance of its applicable obligations hereunder. Any resignation by HSBC as Administrative Agent pursuant to this Section 11.9 shall also constitute its resignation as Letter of Credit Issuer. Upon the acceptance of a successor’s appointment as Administrative Agent hereunder, (a) such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring Letter of Credit Issuer, (b) the retiring Letter of Credit Issuer shall be discharged from all of their respective duties and obligations hereunder or under the other Loan Documents after giving effect to clause (c) below, and (c) as a condition to becoming the Letter of Credit Issuer, the successor Letter of Credit Issuer shall issue letters of credit in substitution for the Letters of Credit, if any, outstanding at the time of such succession or make other arrangement satisfactory to the retiring Letter of Credit Issuer to effectively assume the obligations of the retiring Letter of Credit Issuer with respect to such Letters of Credit.

Successor Agent. Any The Administrative Agent mayor the Collateral Agent may resign as Administrative Agent or Collateral Agent, at any timeas applicable, resign upon twenty (20) days written 30 days’ notice to the Lenders, the Letter of Credit Issuer and the Borrower Parties, provided, however, that except (a) in the case of a merger by the Administrative Agent with another financial institution (even if the Administrative Agent is not the surviving entity), (b) in the event that such resignation is required for regulatory reasons as determined in good faith by the Administrative Agent, or (c) during the continuance of an Event of Default, any resignation by the Administrative Agent shall require the prior written consent of the Credit Parties, which consent may be granted or withheld in the Credit Parties’ sole discretion, and the appointment of any successor Administrative Agent shall require the prior written approval of the Credit Parties (such approval not to be unreasonably withheld or delayed) and the Required Lenders. If no successor agent is appointed prior to the effective date of the resignation of the applicable Agent, then the retiring Agent may appoint, after consulting with the Lenders and the Credit Parties, a successor Borrower. If either the Administrative Agent from any of or the Lenders. Upon the acceptance of its appointment as successor agent xxxxxxxxx, such successor agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring Agent, and shall assume the duties and obligations of such retiring Agent, and the retiring Collateral Agent shall be discharged from its duties and obligations as Agent resign in such capacity under this Credit Agreement and the other Loan Documents, then the Required Lenders shall appoint from among the Lenders a successor agent for the Lenders, which successor agent shall (unless an Event of Default under Sections 7.01 (h) or (i)(i), (ii), (iii) or (iv) above 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 the Administrative Agent or the Collateral Agent as the case may be, and the term “Administrative Agent” or “Collateral Agent” shall mean such successor agent effective upon such appointment and approval, and the former Administrative Agent’s or Collateral Agent’s rights, powers and duties as Administrative Agent or Collateral Agent shall be terminated, without any other or further act or deed on the part of such former Administrative Agent or Collateral Agent or any of the parties to this Agreement or any holders of the Loans. If no successor agent has accepted appointment as Administrative Agent or Collateral Agent, as applicable, by the date that is 30 days following a retiring Administrative Agent’s or Collateral Agent’s notice of resignation, the retiring Administrative Agent’s or Collateral Agent’s resignation shall nevertheless thereupon become effective, and the Lenders shall assume and perform all of the duties of the Administrative Agent or Collateral Agent, as applicable, hereunder until such time, if any, as the Required Lenders appoint a successor agent as provided for above; provided that nothing herein shall require that the Collateral Agent resign or retire from its role as collateral agent under any Security Document whether referred to therein collateral agent or any analogous term therein. After any retiring Administrative Agent’s resignation hereunder as Administrative Agent or Collateral Agent’s retiring as Collateral Agent, the provisions of this Section 11.9 Article VIII shall inure to its benefit and to the benefit of its officers, directors, employees, agents, attorneys-in-fact and affiliates 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 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, the retiring Agent’s resignation shall nevertheless thereupon become effective Agreement and the applicable Lenders shall perform all of the duties of the Administrative Agent hereunder until such time, if any, as the applicable Lenders appoint a successor agent as provided for above. Notwithstanding anything in this Section 11.9 to the contrary, any Agent may subcontract certain of its duties hereunder to a third party so long as the applicable Agent remains primarily liable for the performance of its applicable obligations hereunder. Any resignation by HSBC as Administrative Agent pursuant to this Section 11.9 shall also constitute its resignation as Letter of Credit Issuer. Upon the acceptance of a successor’s appointment as Administrative Agent hereunder, (a) such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring Letter of Credit Issuer, (b) the retiring Letter of Credit Issuer shall be discharged from all of their respective duties and obligations hereunder or under the other Loan Documents after giving effect to clause (c) below, and (c) as a condition to becoming the Letter of Credit Issuer, the successor Letter of Credit Issuer shall issue letters of credit in substitution for the Letters of Credit, if any, outstanding at the time of such succession or make other arrangement satisfactory to the retiring Letter of Credit Issuer to effectively assume the obligations of the retiring Letter of Credit Issuer with respect to such Letters of CreditDocuments.

Successor Agent. Any Each Agent may, may resign as such at any time, resign time upon twenty (20) days written at least 10 days’ prior notice to the Lenders, the Letter of Credit Issuer Issuing Banks and the Administrative Borrower Partiesand without notice to the Bank Product Providers. Upon any such resignation, providedthe Required Lenders shall have the right, however, that except (a) in the case of a merger by consultation with the Administrative Agent with another financial institution (even if the Administrative Agent is not the surviving entity)Borrower, (b) in the event that such resignation is required for regulatory reasons so long as determined in good faith by the Administrative Agent, or (c) during the continuance of an no Event of DefaultDefault shall have then occurred and be continuing, any resignation by to appoint a successor Agent from among the Administrative Agent shall require the prior written consent of the Credit Parties, which consent may be granted or withheld in the Credit Parties’ sole discretion, and the appointment of any successor Administrative Agent shall require the prior written approval of the Credit Parties (such approval not to be unreasonably withheld or delayed) and the Required Lenders. If no successor agent is shall have been so appointed prior to by the effective date Required Lenders and shall have accepted such appointment within 10 days after the retiring Agent gives notice of the resignation of the applicable Agentits resignation, then the retiring Agent may appointmay, after consulting with on behalf of the Lenders and the Credit PartiesIssuing Banks, appoint a successor Agent from any Agent, which successor shall be a commercial banking institution or other finance or trust company organized under the laws of the LendersUnited 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 such retiring Agent is unable to find a commercial banking institution or other finance or trust company that is willing to accept such appointment and which meets the qualifications set forth above, the retiring Agent’s resignation shall nevertheless thereupon become effective and the retiring (or retired) Agent shall be discharged from its duties and obligations under the Loan Documents, and the Lenders shall assume and perform all of the duties of the Agent under the Loan Documents until such time, if any, as the Required Lenders appoint a successor Agent. Upon the acceptance of its appointment as successor agent xxxxxxxxxan Agent hereunder by a successor, such successor agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring Agent, and shall assume the duties and obligations of such retiring Agent, and the retiring (or retired) Agent shall be discharged from its duties and obligations as Agent under this Credit Agreement and the other Loan Documents. The fees payable by the Borrowers to a successor Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Borrowers and such successor. After any retiring an Agent’s resignation hereunder as Agenthereunder, the provisions of this Article X, Section 11.9 11.03 and Sections 11.08 to 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 Agent under this Credit Agreement. If no successor agent has accepted appointment acting as Agent by 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 applicable Lenders shall perform all of the duties of the Administrative Agent hereunder until such time, if any, as the applicable Lenders appoint a successor agent as provided for above. Notwithstanding anything in this Section 11.9 to the contrary, any Agent may subcontract certain of its duties hereunder to a third party so long as the applicable Agent remains primarily liable for the performance of its applicable obligations hereunder. Any resignation by HSBC as Administrative Agent pursuant to this Section 11.9 shall also constitute its resignation as Letter of Credit Issuer. Upon the acceptance of a successor’s appointment as Administrative Agent hereunder, (a) such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring Letter of Credit Issuer, (b) the retiring Letter of Credit Issuer shall be discharged from all of their respective duties and obligations hereunder or under the other Loan Documents after giving effect to clause (c) below, and (c) as a condition to becoming the Letter of Credit Issuer, the successor Letter of Credit Issuer shall issue letters of credit in substitution for the Letters of Credit, if any, outstanding at the time of such succession or make other arrangement satisfactory to the retiring Letter of Credit Issuer to effectively assume the obligations of the retiring Letter of Credit Issuer with respect to such Letters of Credit.

Successor Agent. Any The Agent may, may resign as Agent upon at any time, resign upon twenty (20) days written least 30 days’ prior notice to the Lenders and the Borrowers’ Agent, such resignation to be effective at the end of such 30-day period (or such earlier date on which a successor agent shall have accepted its appointment or as shall be agreed by the Required Lenders). In the event the Bank sells all of its Loans and/or Commitments as part of a sale, transfer or other disposition by the Bank of substantially all of its loan portfolio, the Letter of Credit Issuer Bank shall resign as Agent and such purchaser or transferee shall become the Borrower Partiessuccessor Agent hereunder. Subject to the foregoing, provided, however, that except (a) in the case of a merger by the Administrative Agent with another financial institution (even if the Administrative Agent is not resigns under this Agreement, the surviving entity), Required Lenders (b) in the event that such resignation is required for regulatory reasons as determined in good faith by the Administrative Agent, or (c) during the continuance of an Event of Default, any resignation by the Administrative Agent shall require with the prior written consent of the Credit PartiesBorrowers’ Agent, which such consent may be granted or withheld in the Credit Parties’ sole discretion, and the appointment of any successor Administrative Agent shall require the prior written approval of the Credit Parties (such approval not to be unreasonably withheld and such consent not to be required if an Event of Default pursuant to paragraphs (a), (e), (f), (g) or delayed(h) of Section 10.1 has occurred and is continuing) shall appoint from among the Required Lenders a successor agent for the Lenders, which successor agent shall be a Lender and a commercial bank, commercial finance company or other asset-based lender having total assets in excess of $5,000,000,000. If no successor agent is appointed prior to the effective date of the resignation of the applicable Agent, then the retiring Agent may appoint, after consulting with the Lenders and the Credit PartiesBorrowers’ Agent, a successor Agent agent from any of among the Lenders. Upon the acceptance of its appointment as successor agent xxxxxxxxxhereunder, such successor agent shall thereupon succeed to and become vested with all the rights, powers, privileges powers and duties of the retiring Agent and the term “Agent, and ” shall assume the duties and obligations of mean such retiring Agent, successor agent and the retiring Agent’s appointment, powers and duties as Agent shall be discharged from its duties and obligations as Agent under this Credit Agreement and the other Loan Documentsterminated. After any retiring Agent’s resignation hereunder as Agent, the provisions of this Article XIII and Section 11.9 14.10 shall continue to inure to its benefit as to any actions taken or omitted to be taken by it while it was an 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, the retiring Agent’s resignation shall nevertheless thereupon become effective and the applicable Lenders shall perform all of the duties of the Administrative Agent hereunder until such time, if any, as the applicable Lenders appoint a successor agent as provided for above. Notwithstanding anything in this Section 11.9 to the contrary, any Agent may subcontract certain of its duties hereunder to a third party so long as the applicable Agent remains primarily liable for the performance of its applicable obligations hereunder. Any resignation by HSBC as Administrative Agent pursuant to this Section 11.9 shall also constitute its resignation as Letter of Credit Issuer. Upon the acceptance of a successor’s appointment as Administrative Agent hereunder, (a) such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring Letter of Credit Issuer, (b) the retiring Letter of Credit Issuer shall be discharged from all of their respective duties and obligations hereunder or under the other Loan Documents after giving effect to clause (c) below, and (c) as a condition to becoming the Letter of Credit Issuer, the successor Letter of Credit Issuer shall issue letters of credit in substitution for the Letters of Credit, if any, outstanding at the time of such succession or make other arrangement satisfactory to the retiring Letter of Credit Issuer to effectively assume the obligations of the retiring Letter of Credit Issuer with respect to such Letters of Credit.

Successor Agent. Any Each Agent may, may resign as such at any time, resign time upon twenty (20) days written at least 30 days’ prior notice to the Lenders, the Letter of Credit Issuer Issuing Bank and Borrower. Upon any such resignation, the Borrower PartiesRequired Lenders shall have the right, providedsubject, however, that except (a) in the case of a merger by the Administrative Agent with another financial institution (even if the Administrative Agent is not the surviving entity), (b) in the event that such resignation is required for regulatory reasons so long as determined in good faith by the Administrative Agent, or (c) during the continuance of an no Event of DefaultDefault has occurred and is continuing, any resignation by to the Administrative Agent shall require the prior written consent of the Credit Parties, which consent may be granted or withheld in the Credit Parties’ sole discretion, and the appointment of any successor Administrative Agent shall require the prior written approval of the Credit Parties Borrower (such approval consent not to be unreasonably withheld withheld, delayed or delayed) and conditioned), to appoint a successor Agent from among the Required Lenders. If no successor agent is shall have been so appointed prior to by the effective date Required Lenders and shall have accepted such appointment within 30 days after the retiring Agent gives notice of the resignation of the applicable Agentits resignation, then the retiring Agent may appointmay, after consulting with on behalf of the Lenders and the Credit PartiesIssuing Bank, appoint a successor Agent from any Agent, which successor shall be a commercial banking institution organized under the laws of the LendersUnited 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 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 Agent’s resignation shall nevertheless thereupon become effective, and the Lenders shall assume and perform all of the duties of the Agent hereunder until such time, if any, as the Required Lenders subject, so long as no Event of Default has occurred and is continuing, to the consent of the Borrower (such consent not to be unreasonably withheld, delayed or conditioned) appoint a successor Agent. Upon the acceptance of its appointment as successor agent xxxxxxxxxan Agent hereunder as a successor, such successor agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring Agent, and shall assume the duties and obligations of such retiring Agent, and the retiring Agent shall be discharged from its duties and obligations hereunder. The fees payable by Borrower to a successor Agent shall be the same as Agent under this Credit Agreement those payable to its predecessor unless otherwise agreed between Borrower and the other Loan Documentssuch successor. After any retiring an Agent’s resignation hereunder as Agenthereunder, the provisions of this Article VIII and Section 11.9 9.02 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 Agent under this Credit Agreement. If no successor agent has accepted appointment acting as Agent by 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 applicable Lenders shall perform all of the duties of the Administrative Agent hereunder until such time, if any, as the applicable Lenders appoint a successor agent as provided for above. Notwithstanding anything in this Section 11.9 to the contrary, any Agent may subcontract certain of its duties hereunder to a third party so long as the applicable Agent remains primarily liable for the performance of its applicable obligations hereunder. Any resignation by HSBC as Administrative Agent pursuant to this Section 11.9 shall also constitute its resignation as Letter of Credit Issuer. Upon the acceptance of a successor’s appointment as Administrative Agent hereunder, (a) such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring Letter of Credit Issuer, (b) the retiring Letter of Credit Issuer shall be discharged from all of their respective duties and obligations hereunder or under the other Loan Documents after giving effect to clause (c) below, and (c) as a condition to becoming the Letter of Credit Issuer, the successor Letter of Credit Issuer shall issue letters of credit in substitution for the Letters of Credit, if any, outstanding at the time of such succession or make other arrangement satisfactory to the retiring Letter of Credit Issuer to effectively assume the obligations of the retiring Letter of Credit Issuer with respect to such Letters of Credit.

Successor Agent. Any Agent may resign at any time by delivering notice of such resignation to the Lenders and the Borrowers, 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 any such resignation, the Requisite Lenders shall have the right to appoint a successor Agent. If no successor Agent shall have been so appointed by the Requisite Lenders and shall have accepted such appointment within thirty (30) days after the resigning Agent's giving notice of resignation, then the resigning Agent may, on behalf of Lenders, appoint a successor Agent which shall be a Lender, if a Lender is willing to accept such appointment, or otherwise shall be a commercial bank or financial institution or other entity whose business includes making commercial loans, in each case, organized under the laws of the United States or of any state thereof or of Canada or of any province thereof or named in Schedule III to the Bank Act (Canada), as the case may be, and has a combined capital and surplus of at any least US$100,000,000. If no successor Agent has been appointed pursuant to the foregoing, within thirty (30) days after the date such notice of resignation was given by the resigning Agent, such resignation shall become effective and the Requisite Lenders shall thereafter perform all the duties of Agent hereunder until such time, resign upon twenty (20) days written notice if any, as the Requisite Lenders appoint a successor Agent as provided above. Any successor Agent appointed by Requisite Lenders hereunder shall be subject to the Lenders, the Letter of Credit Issuer and the Borrower Parties, provided, however, that except (a) in the case of a merger by the Administrative Agent with another financial institution (even if the Administrative Agent is not the surviving entity), (b) in the event that such resignation is required for regulatory reasons as determined in good faith by the Administrative Agent, or (c) during the continuance of an Event of Default, any resignation by the Administrative Agent shall require the prior written consent of the Credit Parties, which consent may be granted or withheld in the Credit Parties’ sole discretion, and the appointment of any successor Administrative Agent shall require the prior written approval of the Credit Parties (Borrowers, such approval not to be unreasonably withheld or delayed) ; provided, that such approval shall not be required during such time that a Default or an Event of Default has occurred and the Required Lenders. If no successor agent is appointed prior to the effective date of the resignation of the applicable Agent, then the retiring Agent may appoint, after consulting with the Lenders and the Credit Parties, a successor Agent from any of the Lenderscontinuing. Upon the acceptance of its any appointment as Agent hereunder by a successor agent xxxxxxxxxAgent, such successor agent Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring resigning Agent. Effective immediately upon its resignation, and shall assume the duties and obligations of such retiring Agent, and (i) the retiring Agent shall be discharged from its duties and obligations under the Loan Documents, except that any indemnity rights or other rights in favor of such resigning Agent shall continue, (ii) the Lenders shall assume and perform all of the duties of Agent until a successor Agent shall have accepted a valid appointment hereunder, (iii) the retiring Agent and its Related Persons shall no longer have 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 this Credit Agreement the Loan Documents and (iv) the other retiring Agent shall take such actions as may be reasonably necessary to assign to the successor Agent its rights as Agent under the Loan Documents. After any retiring resigning Agent’s 's resignation hereunder as Agenthereunder, the provisions of this Section 11.9 9 shall inure to its benefit as to any actions taken or omitted to be taken by it while it was an acting as 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, the retiring Agent’s resignation shall nevertheless thereupon become effective Agreement and the applicable Lenders shall perform all of the duties of the Administrative Agent hereunder until such time, if any, as the applicable Lenders appoint a successor agent as provided for above. Notwithstanding anything in this Section 11.9 to the contrary, any Agent may subcontract certain of its duties hereunder to a third party so long as the applicable Agent remains primarily liable for the performance of its applicable obligations hereunder. Any resignation by HSBC as Administrative Agent pursuant to this Section 11.9 shall also constitute its resignation as Letter of Credit Issuer. Upon the acceptance of a successor’s appointment as Administrative Agent hereunder, (a) such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring Letter of Credit Issuer, (b) the retiring Letter of Credit Issuer shall be discharged from all of their respective duties and obligations hereunder or under the other Loan Documents after giving effect to clause (c) below, and (c) as a condition to becoming the Letter of Credit Issuer, the successor Letter of Credit Issuer shall issue letters of credit in substitution for the Letters of Credit, if any, outstanding at the time of such succession or make other arrangement satisfactory to the retiring Letter of Credit Issuer to effectively assume the obligations of the retiring Letter of Credit Issuer with respect to such Letters of CreditDocuments.

Successor Agent. Any Each Agent may, may resign as such at any time, resign time upon twenty (20) days written at least 10 days’ prior notice to the Lenders, the Letter of Credit Issuer Issuing Bank and the Administrative Borrower Partiesand without notice to the Bank Product Providers. Upon any such resignation, providedthe Required Lenders shall have the right, however, that except (a) in the case of a merger by consultation with the Administrative Agent with another financial institution (even if the Administrative Agent is not the surviving entity)Borrower, (b) in the event that such resignation is required for regulatory reasons so long as determined in good faith by the Administrative Agent, or (c) during the continuance of an no Event of DefaultDefault shall have then occurred and be continuing, any resignation by to appoint a successor Agent from among the Administrative Agent shall require the prior written consent of the Credit Parties, which consent may be granted or withheld in the Credit Parties’ sole discretion, and the appointment of any successor Administrative Agent shall require the prior written approval of the Credit Parties (such approval not to be unreasonably withheld or delayed) and the Required Lenders. If no successor agent is shall have been so appointed prior to by the effective date Required Lenders and shall have accepted such appointment within 10 days after the retiring Agent gives notice of the resignation of the applicable Agentits resignation, then the retiring Agent may appointmay, after consulting with on behalf of the Lenders and the Credit PartiesIssuing Bank, appoint a successor Agent from any Agent, which successor shall be a commercial banking institution or other finance company organized under the laws of the LendersUnited 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 such retiring Agent is unable to find a commercial banking institution or other finance company that is willing to accept such appointment and which meets the qualifications set forth above, the retiring Agent’s resignation shall nevertheless thereupon become effective and the retiring (or retired) Agent shall be discharged from its duties and obligations under the Loan Documents, and the Lenders shall assume and perform all of the duties of the Agent under the Loan Documents until such time, if any, as the Required Lenders appoint a successor Agent. Upon the acceptance of its appointment as successor agent xxxxxxxxxan Agent hereunder by a successor, such successor agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring Agent, and shall assume the duties and obligations of such retiring Agent, and the retiring (or retired) Agent shall be discharged from its duties and obligations as Agent under this Credit Agreement and the other Loan Documents. The fees payable by the Borrowers to a successor Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Borrowers and such successor. After any retiring an Agent’s resignation hereunder as Agenthereunder, the provisions of this Article X, Section 11.9 11.03 and Sections 11.08 to 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 Agent under this Credit Agreement. If no successor agent has accepted appointment acting as Agent by 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 applicable Lenders shall perform all of the duties of the Administrative Agent hereunder until such time, if any, as the applicable Lenders appoint a successor agent as provided for above. Notwithstanding anything in this Section 11.9 to the contrary, any Agent may subcontract certain of its duties hereunder to a third party so long as the applicable Agent remains primarily liable for the performance of its applicable obligations hereunder. Any resignation by HSBC as Administrative Agent pursuant to this Section 11.9 shall also constitute its resignation as Letter of Credit Issuer. Upon the acceptance of a successor’s appointment as Administrative Agent hereunder, (a) such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring Letter of Credit Issuer, (b) the retiring Letter of Credit Issuer shall be discharged from all of their respective duties and obligations hereunder or under the other Loan Documents after giving effect to clause (c) below, and (c) as a condition to becoming the Letter of Credit Issuer, the successor Letter of Credit Issuer shall issue letters of credit in substitution for the Letters of Credit, if any, outstanding at the time of such succession or make other arrangement satisfactory to the retiring Letter of Credit Issuer to effectively assume the obligations of the retiring Letter of Credit Issuer with respect to such Letters of Credit.

Successor Agent. Any Agent may, may resign at any time, resign upon twenty (20) days time by giving written notice thereof to the Lenders, the Letter of Credit Issuer Lenders and the Borrower Parties, and may be removed at any time with or without cause by the Majority Lenders; provided, however, that except (a) in the case any removal of a merger by the Administrative Agent with another financial institution (even if the Administrative will not be effective until it has also been replaced as Collateral Agent is not the surviving entity)and released from all of its obligations in respect thereof; provided, (b) further, that in the no event that shall any such resignation is required for regulatory reasons as determined in good faith by the Administrative Agent, or (c) during the continuance of an Event of Default, any resignation by the Administrative Agent shall require the prior written consent of the Credit Parties, which consent may be granted or withheld in the Credit Parties’ sole discretion, and the appointment of any successor Administrative Agent be a Defaulting Lender. Upon any such resignation or removal, the Majority Lenders shall require have the prior written approval of the Credit Parties (such approval not right to be unreasonably withheld or delayed) and the Required Lendersappoint a successor Agent. If no successor agent is Agent shall have been so appointed prior to by the effective date Majority Lenders, and shall have accepted such appointment, within 30 days after the retiring Agent’s giving of notice of resignation or the Majority Lenders’ removal of the resignation of the applicable retiring Agent, then the retiring Agent may appointmay, after consulting with the Lenders and the Credit Parties, a successor Agent from any on behalf of the Lenders, appoint a successor Agent, which in the case of the Administrative Agent shall be a commercial bank organized under the laws of Argentina or the Bahamas. Upon the acceptance of its any appointment as Agent hereunder by a successor agent xxxxxxxxxAgent 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 agent Agent shall thereupon succeed to and become vested with all the rights, powers, discretion, privileges and duties of the retiring Agent, and shall assume the duties and obligations of such retiring Agent, and the retiring Agent shall be discharged from its duties and obligations as under the Credit Documents. If within 90 days after written notice is given of the retiring Agent’s resignation or removal under this Section 10.6 no successor Agent shall have been appointed and shall have accepted such appointment, then on such day (a) the retiring Agent’s resignation or removal shall become effective, (b) the retiring Agent shall thereupon be discharged from its duties and obligations under the Credit Documents and (c) the Majority Lenders shall thereafter perform all duties of the retiring Agent under this the Credit Agreement and Documents until such time, if any, as the other Loan DocumentsMajority Lenders appoint a successor Agent as provided above. After any retiring Agent’s resignation or removal hereunder as Agent, the provisions of this Section 11.9 10 shall inure to its benefit as to any actions taken or omitted to be taken by it while it was an Agent under this the Credit AgreementDocuments. If the Person serving as Administrative Agent is 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 successor agent has accepted appointment as Agent by 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 applicable Lenders shall perform all of the duties of the Administrative Agent hereunder until such time, if any, as the applicable Lenders appoint a successor agent as provided for above. Notwithstanding anything in this Section 11.9 to the contrary, any Agent may subcontract certain of its duties hereunder to a third party so long as the applicable Agent remains primarily liable for the performance of its applicable obligations hereunder. Any resignation by HSBC as Administrative Agent pursuant to this Section 11.9 shall also constitute its resignation as Letter of Credit Issuer. Upon the acceptance of a successor’s appointment as Administrative Agent hereunder, (a) such successor shall succeed to have been so appointed by the Majority Lenders and become vested with all of the rights, powers, privileges and duties of the retiring Letter of Credit Issuer, shall have accepted such appointment within 30 days (b) the retiring Letter of Credit Issuer or such earlier day as shall be discharged from all of their respective duties and obligations hereunder or under agreed by the other Loan Documents after giving effect to clause Majority Lenders) (c) belowthe “Removal Effective Date”), and (c) as a condition to becoming then such removal shall nonetheless become effective in accordance with such notice on the Letter of Credit Issuer, the successor Letter of Credit Issuer shall issue letters of credit in substitution for the Letters of Credit, if any, outstanding at the time of such succession or make other arrangement satisfactory to the retiring Letter of Credit Issuer to effectively assume the obligations of the retiring Letter of Credit Issuer with respect to such Letters of CreditRemoval Effective Date.

Successor Agent. Any The Administrative Agent mayand/or the Collateral Agent may resign as Administrative Agent and/or Collateral Agent, at any timeas the case may be, resign upon twenty (20) days 20 days’ prior written notice to the Lenders, the Letter of Credit Issuer Lenders and the Borrower PartiesBorrower. If the Administrative Agent and/or Collateral Agent shall resign as Administrative Agent and/or the Collateral Agent, providedas the case may be, howeverunder this Agreement and the other Credit Documents, that except then (a) in the case of Required Lenders shall appoint from among the Lenders a merger by successor agent for the Lenders within 30 days, or (b) the Administrative Agent with another financial institution (even if and/or Collateral Agent, as applicable, may, on behalf of the Lenders, appoint a successor Administrative Agent is not and/or the surviving entity)Collateral Agent, (b) in as the event that such resignation is required for regulatory reasons as determined in good faith case may be, selected from among the Lenders. In either case, the successor agent shall be approved by the Administrative Agent, or Borrower (c) during the continuance of which approval shall not be unreasonably withheld and shall not be required if an Event of DefaultDefault under Section 11.1 or 11.5 shall have occurred and be continuing), any resignation by the Administrative Agent shall require the prior written consent of the Credit Parties, which consent may be granted or withheld in the Credit Parties’ sole discretion, and the appointment of any successor Administrative Agent shall require the prior written approval of the Credit Parties (such approval not to be unreasonably withheld or delayed) and the Required Lenders. If no successor agent is appointed prior to the effective date of the resignation of the applicable Agent, then the retiring Agent may appoint, after consulting with the Lenders and the Credit Parties, a successor Agent from any of the Lenders. Upon the acceptance of its appointment as successor agent xxxxxxxxx, whereupon such successor agent shall thereupon succeed to and become vested with all the rights, powers, privileges powers and duties of the retiring Administrative Agent and/or the Collateral Agent, and shall assume the duties and obligations of such retiring Agentas applicable, and the retiring term “Administrative Agent” and/or “Collateral Agent”, as the case may be, shall mean such successor agent effective upon such appointment and approval, and the former Administrative Agent’s and/or Collateral Agent’s, as applicable, rights, powers and duties as Administrative Agent and/or Collateral Agent, as the case may be, shall be discharged from its duties and obligations terminated, without any other or further act or deed on the part of such former Administrative Agent and/or Collateral Agent, as Agent under the case may be, or any of the parties to this Credit Agreement and or any Lenders or other holders of the other Loan DocumentsLoans. After any retiring Administrative Agent’s and/or the Collateral Agent’s resignation hereunder as Administrative Agent and/or Collateral Agent, as the case may be, the provisions of this Section 11.9 11 shall inure to its benefit as to any actions taken or omitted to be taken by it while it was an 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, the retiring Agent’s resignation shall nevertheless thereupon become effective and the applicable Lenders shall perform all of the duties of the Administrative Agent hereunder until such time, if anyand/or Collateral Agent, as the applicable Lenders appoint a successor agent as provided for above. Notwithstanding anything in case may be, under this Section 11.9 to the contrary, any Agent may subcontract certain of its duties hereunder to a third party so long as the applicable Agent remains primarily liable for the performance of its applicable obligations hereunder. Any resignation by HSBC as Administrative Agent pursuant to this Section 11.9 shall also constitute its resignation as Letter of Credit Issuer. Upon the acceptance of a successor’s appointment as Administrative Agent hereunder, (a) such successor shall succeed to Agreement and become vested with all of the rights, powers, privileges and duties of the retiring Letter of Credit Issuer, (b) the retiring Letter of Credit Issuer shall be discharged from all of their respective duties and obligations hereunder or under the other Loan Documents after giving effect to clause (c) below, and (c) as a condition to becoming the Letter of Credit Issuer, the successor Letter of Credit Issuer shall issue letters of credit in substitution for the Letters of Credit, if any, outstanding at the time of such succession or make other arrangement satisfactory to the retiring Letter of Credit Issuer to effectively assume the obligations of the retiring Letter of Credit Issuer with respect to such Letters of CreditDocuments.

Successor Agent. Any The Agent may, may resign at any time, resign upon twenty (20) days time by giving written notice thereof to the Lenders, the Letter of Credit Issuer Lenders and the Borrower Parties, provided, however, that except (a) in the case of a merger by the Administrative Agent with another financial institution (even if the Administrative Agent is not the surviving entity), (b) in the event that such resignation is required for regulatory reasons as determined in good faith by the Administrative Agent, or (c) during the continuance of an Event of Default, any resignation by the Administrative Agent shall require the prior written consent of the Credit Parties, which consent Borrowers and may be granted removed at any time with or withheld in the Credit Parties’ sole discretion, and the appointment of any successor Administrative Agent shall require the prior written approval of the Credit Parties (such approval not to be unreasonably withheld or delayed) and without cause by the Required Lenders. Upon any such resignation or removal, the Required Lenders shall have the right to appoint a successor Agent with the consent of the Borrowers, which consent shall not be unreasonably withheld and shall not be required if any Event of Default has occurred and is continuing. If no successor agent is Agent shall have been so appointed prior to by the effective date Required Lenders, and shall have accepted such appointment, within 30 days after the retiring Agent’s giving of notice of resignation or the Required Lenders’ removal of the resignation of the applicable retiring Agent, then the retiring Agent may appointmay, after consulting with 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 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 Credit Partiesretiring Agent shall be discharged from its duties and obligations hereunder and under the other Loan Documents and (b) all payments, communications and determinations provided to be made by, to or through the Agent shall instead be made by or to each Lender directly, until such time as the Required Lenders appoint a successor Agent from any of the Lendersas provided above. Upon the acceptance of its any appointment as Agent hereunder by a successor agent xxxxxxxxxAgent, such successor agent Agent shall thereupon succeed to and become vested with all the rights, powers, discretion, privileges and duties of the retiring Agent, and shall assume the duties and obligations of such retiring Agent, and the retiring Agent shall be discharged from its duties and obligations as Agent under this Credit Agreement and the other Loan DocumentsAgreement. After any retiring Agent’s resignation or removal hereunder as Agent, the provisions of this Section 11.9 Article VIII shall inure to its benefit as to any actions taken or omitted to be taken by it while it was an 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, the retiring Agent’s resignation shall nevertheless thereupon become effective and the applicable Lenders shall perform all of the duties of the Administrative Agent hereunder until such time, if any, as the applicable Lenders appoint a successor agent as provided for above. Notwithstanding anything in this Section 11.9 to the contrary, any Agent may subcontract certain of its duties hereunder to a third party so long as the applicable Agent remains primarily liable for the performance of its applicable obligations hereunder. Any resignation by HSBC as Administrative Agent pursuant to this Section 11.9 shall also constitute its resignation as Letter of Credit Issuer. Upon the acceptance of a successor’s appointment as Administrative Agent hereunder, (a) such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring Letter of Credit Issuer, (b) the retiring Letter of Credit Issuer shall be discharged from all of their respective duties and obligations hereunder or under the other Loan Documents after giving effect to clause (c) below, and (c) as a condition to becoming the Letter of Credit Issuer, the successor Letter of Credit Issuer shall issue letters of credit in substitution for the Letters of Credit, if any, outstanding at the time of such succession or make other arrangement satisfactory to the retiring Letter of Credit Issuer to effectively assume the obligations of the retiring Letter of Credit Issuer with respect to such Letters of Credit.

Successor Agent. Any Agent may, at any time, may resign as Agent upon twenty (20) days written 30 days’ notice to the Lenders. If Agent resigns under this Agreement, the Letter of Credit Issuer and the Borrower PartiesRequired Lenders shall, provided, however, that except with (a) in the case of a merger by the Administrative Agent with another financial institution (even if the Administrative Agent is not the surviving entity), (b) in the event that such resignation is required for regulatory reasons so long as determined in good faith by the Administrative Agent, or (c) during the continuance of an no Event of Default, any resignation by Default exists) the Administrative Agent shall require the prior written consent of the Credit Parties, Borrower (which consent may be granted or withheld in the Credit Parties’ sole discretion, and the appointment of any successor Administrative Agent shall require the prior written approval of the Credit Parties (such approval not to be unreasonably withheld or delayed) and ), appoint from among the Required Lenders a successor agent for the Lenders. If no successor agent is appointed prior to the effective date of the resignation of the applicable Agent, then the retiring Agent may appoint, after consulting with the Lenders and the Credit Parties(so long as no Event of Default is then continuing) Xxxxxxxx, a successor Agent agent from any of among the Lenders. Upon the acceptance of its appointment as successor agent xxxxxxxxx, such successor agent shall thereupon succeed to and become vested with all the rights, powers, privileges powers and duties of the retiring Agent and the term “Agent, and ” shall assume the duties and obligations of mean such retiring Agentsuccessor agent, and the retiring Agent’s appointment, powers and duties as Agent shall be discharged from its duties and obligations as Agent under this Credit Agreement and terminated (except for any indemnity payments owed to the other Loan Documentsretiring or removed Agent). After any retiring Agent’s resignation hereunder as Agent, the provisions of this Section 11.9 14 and Sections 15.5 and 15.16 shall inure to its benefit as to any actions taken or omitted to be taken by it while it was an Agent under this Credit Agreement. If no successor agent has accepted appointment as Agent by the date which is thirty (30) 30 days following a retiring Agent’s notice of resignation, the retiring Agent’s resignation shall nevertheless thereupon become effective and the applicable Lenders shall perform all of the duties of the Administrative Agent hereunder until such time, if any, as the applicable Lenders Required Xxxxxxx appoint a successor agent as provided for above. Notwithstanding anything in this Section 11.9 to If the contrary, any Person serving as Agent may subcontract certain of its duties hereunder to is a third party so long as the applicable Agent remains primarily liable for the performance of its applicable obligations hereunder. Any resignation by HSBC as Administrative Agent Defaulting Lender pursuant to this Section 11.9 shall also constitute its resignation as Letter of Credit Issuer. Upon the acceptance of a successor’s appointment as Administrative Agent hereunder, (a) such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring Letter of Credit Issuer, (b) the retiring Letter of Credit Issuer shall be discharged from all of their respective duties and obligations hereunder or under the other Loan Documents after giving effect to clause (c) below, and (c) as a condition to becoming of the Letter of Credit Issuerdefinition thereof, the successor Letter of Credit Issuer shall issue letters of credit in substitution for the Letters of CreditRequired Lenders may, if any, outstanding at the time of such succession or make other arrangement satisfactory to the retiring Letter of Credit Issuer extent permitted by applicable Law, by notice in writing to effectively assume Borrower and such Person remove such Person as Agent and, in consultation with Xxxxxxxx, appoint a successor. If no such successor shall have been so appointed by the obligations of Required Lenders and shall have accepted such appointment within 30 days (or such earlier day as shall be agreed by the retiring Letter of Credit Issuer Required Lenders), then such removal shall nonetheless become effective in accordance with respect to such Letters of Creditnotice on such date.

Successor Agent. Any Agent may, may resign at any time, resign upon twenty (20) days written time by delivering notice of such resignation to the LendersLenders and Borrowers, effective on the date set forth in such notice. If Agent delivers any such notice, the Letter of Credit Issuer and Required Lenders shall have the Borrower Partiesright to appoint a successor Agent. If, provided, however, that except (a) in after 30 days after the case of a merger by the Administrative Agent with another financial institution (even if the Administrative Agent is not the surviving entity), (b) in the event that such resignation is required for regulatory reasons as determined in good faith by the Administrative Agent, or (c) during the continuance of an Event of Default, any resignation by the Administrative Agent shall require the prior written consent of the Credit Parties, which consent may be granted or withheld in the Credit Parties’ sole discretion, and the appointment of any successor Administrative Agent shall require the prior written approval of the Credit Parties (such approval not to be unreasonably withheld or delayed) and the Required Lenders. If no successor agent is appointed prior to the effective date of the resignation retiring Agent’s notice of resignation, no successor Agent has been appointed by the applicable AgentRequired Lenders that has accepted such appointment, then the retiring Agent may appointmay, after consulting with on behalf of the Lenders and the Credit PartiesLenders, appoint a successor Agent from any of among the Lenders, provided that, if Agent shall notify Borrowers and the Lenders that no qualifying Person has accepted such appointment, then such resignation shall nonetheless become effective in accordance with such notice. Upon the acceptance of Effective immediately upon its appointment as successor agent xxxxxxxxxresignation, such successor agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring Agent, and shall assume the duties and obligations of such retiring Agent, and (a) the retiring Agent shall be discharged from its duties and obligations as Agent under this Credit Agreement and the other Loan Documents. After , (b) the Lenders shall assume and perform all of the duties of Agent until a successor Agent shall have accepted a valid appointment hereunder and 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 the Required Lenders appoint a successor Agent as provided for above in this paragraph, (c) the retiring Agent and its Related Persons shall no longer have the benefit of any retiring Agent’s resignation hereunder as Agent, the provisions provision of this Section 11.9 shall inure to its benefit as any Loan Document other than with respect to any actions taken or omitted to be taken by it while it was an such retiring Agent was, or because such Agent had been, validly acting as Agent under this Credit Agreement. If no successor agent has accepted appointment as Agent by the date which is thirty Loan Documents, and (30d) days following a retiring Agent’s notice of resignationsubject to its rights under Section 14.2(b), the retiring Agent’s resignation Agent shall nevertheless thereupon become effective and the applicable Lenders shall perform all of the duties of the Administrative Agent hereunder until take such time, if any, action as the applicable Lenders appoint a successor agent as provided for above. Notwithstanding anything in this Section 11.9 may be reasonably necessary to assign to the contrary, any successor Agent may subcontract certain of its duties hereunder to a third party so long rights as Agent under the applicable Agent remains primarily liable for the performance of Loan Documents. Effective immediately upon its applicable obligations hereunder. Any resignation by HSBC as Administrative Agent pursuant to this Section 11.9 shall also constitute its resignation as Letter of Credit Issuer. Upon the acceptance of a successor’s valid appointment as Administrative Agent, a successor Agent hereunder, (a) such successor shall succeed to to, and become vested with with, all of the rights, powers, privileges and duties of the retiring Letter of Credit Issuer, (b) the retiring Letter of Credit Issuer shall be discharged from all of their respective duties and obligations hereunder or Agent under the other Loan Documents after giving effect to clause (c) below, and (c) as a condition to becoming the Letter of Credit Issuer, the successor Letter of Credit Issuer shall issue letters of credit in substitution for the Letters of Credit, if any, outstanding at the time of such succession or make other arrangement satisfactory to the retiring Letter of Credit Issuer to effectively assume the obligations of the retiring Letter of Credit Issuer with respect to such Letters of CreditDocuments.

Successor Agent. Any Subject to the appointment and acceptance of a successor to the applicable Agent mayas provided in this paragraph, each Agent may resign at any time, resign upon twenty (20) days written notice to time by notifying the Lenders, the Letter of Credit Issuer Issuing Banks and the Borrower PartiesBorrowers. Upon any such resignation, provided, however, that except (a) in the case of Required Lenders shall have the right to appoint a merger by the successor Administrative Agent with another financial institution (even if the Administrative Agent is not the surviving entity), (b) in the event that such resignation is required for regulatory reasons as determined in good faith by the Administrative Agent, or (c) during the continuance of an Event of Default, any resignation by and the Administrative Agent shall require have the prior written right to appoint a successor Collateral Agent, subject to the consent of the Credit Parties, Parent Borrower (which consent may be granted or withheld in the Credit Parties’ sole discretion, and the appointment of any successor Administrative Agent shall require the prior written approval of the Credit Parties (such approval not to be unreasonably withheld or delayed) ); provided that the Parent Xxxxxxxx’s consent shall not be required if an Event of Default has occurred and the Required Lendersis continuing. If no successor agent is shall have been so appointed prior to by the effective date Required Lenders or Administrative Agent, as applicable, and shall have accepted such appointment within thirty (30) days after the retiring Agent gives notice of the resignation of the applicable Agentits resignation, then the retiring Agent may appointmay, after consulting with on behalf of the Lenders and the Credit Issuing Banks, appoint (i) a successor Administrative Agent which shall be a bank with an office in New York, New York, or an Affiliate of any such bank, or (ii) or a successor Collateral Agent on terms to be agreed, in each case, subject to the consent of the Parent Borrower (which consent shall not be unreasonably withheld); provided that the Parent Borrower’s consent shall not be required if an Event of Default has occurred and is continuing. Notwithstanding the foregoing, in the event no successor Administrative Agent shall have been so appointed and shall have accepted such appointment within 30 days after the retiring Administrative Agent gives notice of its intent to resign, the retiring Administrative Agent may give notice of the effectiveness of its resignation to the Lenders and the Borrower, whereupon, on the date of effectiveness of such resignation stated in such notice, (a) the retiring Administrative Agent shall be discharged from its duties and obligations hereunder and under the other Loan Documents, provided that, solely for purposes of maintaining any security interest granted to the Administrative Agent under any Collateral Document for the benefit of the Secured Parties, the retiring Administrative Agent shall continue to be vested with such security interest as collateral agent for the benefit of the Secured Parties and, in the case of any Collateral in the possession of the Administrative Agent, shall continue to hold such Collateral, in each case until such time as a successor Administrative Agent from is appointed and accepts such appointment in accordance with this paragraph (it being understood and agreed that the retiring Administrative Agent shall have no duty or obligation to take any farther action under any Collateral Document, including any action required to maintain the perfection of any such security interest), and (b) the Required Lenders shall succeed to and become vested with all the rights, powers, privileges and duties of the Lendersretiring Administrative Agent; provided that (i) all payments required to be made hereunder or under any other Loan Document to the Administrative Agent for the account of any Person other than the Administrative Agent shall be made directly to such Person and (ii) all notices and other communications required or contemplated to be given or made to the Administrative Agent shall also directly be given or made to each Lender. Upon the acceptance of its appointment as successor agent xxxxxxxxxAgent hereunder by a successor, such successor agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring Agent, and shall assume the duties and obligations of such retiring Agent, and the retiring Agent shall be discharged from its duties and obligations hereunder (other than with respect to its obligations under Section 10.12). The fees payable by any Borrower to a successor Agent shall be the same as Agent under this Credit Agreement those payable to its predecessor unless otherwise agreed between the Borrowers and the other Loan Documentssuch successor. After any retiring Agent’s resignation hereunder as Agenthereunder, the provisions of this Article IX and Section 11.9 10.03 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 Agent under this Credit Agreement. If no successor agent has accepted appointment acting as Agent by 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 applicable Lenders shall perform all of the duties of the Administrative Agent hereunder until such time, if any, as the applicable Lenders appoint a successor agent as provided for above. Notwithstanding anything in this Section 11.9 to the contrary, any Agent may subcontract certain of its duties hereunder to a third party so long as the applicable Agent remains primarily liable for the performance of its applicable obligations hereunder. Any resignation by HSBC as Administrative Agent pursuant to this Section 11.9 shall also constitute its resignation as Letter of Credit Issuer. Upon the acceptance of a successor’s appointment as Administrative Agent hereunder, (a) such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring Letter of Credit Issuer, (b) the retiring Letter of Credit Issuer shall be discharged from all of their respective duties and obligations hereunder or under the other Loan Documents after giving effect to clause (c) below, and (c) as a condition to becoming the Letter of Credit Issuer, the successor Letter of Credit Issuer shall issue letters of credit in substitution for the Letters of Credit, if any, outstanding at the time of such succession or make other arrangement satisfactory to the retiring Letter of Credit Issuer to effectively assume the obligations of the retiring Letter of Credit Issuer with respect to such Letters of Credit.

Successor Agent. Any Agent may, at any time, resign upon twenty (20) days written notice to the Lenders, the Letter of Credit Issuer and the Borrower Parties, provided, however, that except (a) in the case of a merger by the Administrative Agent with another financial institution (even if the Administrative Agent is not the surviving entity), (b) in the event that such resignation is required for regulatory reasons as determined in good faith by the Administrative Agent, or (c) during the continuance of an Event of Default, any resignation by the Administrative Agent shall require the prior written consent of the Credit Parties, which consent may be granted or withheld in the Credit Parties’ sole discretion, and the appointment of any successor Administrative Agent shall require the prior written approval of the Credit Parties (such approval not to be unreasonably withheld or delayed) and the Required Lenders. If no successor agent is appointed prior to the effective date of the resignation of the applicable Agent, then the retiring Agent may appoint, after consulting with the Lenders and the Credit Parties, a successor Agent from at any of the Lenders. Upon the acceptance of time assign its appointment as successor agent xxxxxxxxx, such successor agent shall thereupon succeed to and become vested with all the rights, 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 retiring 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 Lenders 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, Required Lenders shall have the right to appoint a successor Agent, . If no such successor shall have been so appointed by Required Lenders and shall assume have accepted such appointment within ten (10) Business Days after the duties 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 obligations 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 retiring Agentnotice, and (i) the retiring Agent shall be discharged from its duties and obligations as Agent hereunder and under this Credit Agreement and the other Loan Documents. After any retiring Agent’s resignation hereunder as Agent, the provisions of this Section 11.9 shall inure to its benefit as to any actions taken or omitted and (ii) all payments, communications and determinations provided to be taken made by, to or through Agent shall instead be made by it while it was an 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 resignationor to each Lender directly, the retiring Agent’s resignation shall nevertheless thereupon become effective and the applicable Lenders shall perform all of the duties of the Administrative Agent hereunder until such time, if any, time as the applicable Required Lenders appoint a successor agent Agent as provided for above. Notwithstanding anything above in this Section 11.9 to the contrarysubsection (b). (c) Upon (i) an assignment permitted by subsection (a) above, any Agent may subcontract certain of its duties hereunder to a third party so long as the applicable Agent remains primarily liable for the performance of its applicable obligations hereunder. Any resignation by HSBC as Administrative Agent pursuant to this Section 11.9 shall also constitute its resignation as Letter of Credit Issuer. Upon or (ii) the acceptance of a successor’s appointment as Administrative Agent hereunderpursuant to subsection (b) above, (a) such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring Letter of Credit Issuer(or retired) Agent, (b) and the retiring Letter of Credit Issuer Agent shall be discharged from all of their respective its duties and obligations hereunder or and under the other Loan Documents after giving effect to clause (if not already discharged therefrom as provided above in this subsection (c) below, )). 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 (c) as a condition to becoming such successor. After the Letter of Credit Issuerretiring Agent’s resignation hereunder and under the other Loan Documents, the successor Letter provisions of Credit Issuer this Article shall issue letters of credit continue in substitution effect for the Letters of Credit, if any, outstanding at the time benefit of such succession retiring Agent and its sub-agents in respect of any actions taken or make other arrangement satisfactory omitted to be taken by any of them while the retiring Letter of Credit Issuer Agent was acting or was continuing to effectively assume the obligations of the retiring Letter of Credit Issuer with respect to such Letters of Creditact as Agent.

Successor Agent. Any Agent may, and at any timethe request of the Requisite Lenders shall, resign as Agent upon twenty (20) days written reasonable notice to Lenders and Borrower effective upon acceptance of appointment by a successor Agent. If Agent shall resign as Agent under this Agreement, the Requisite Lenders shall appoint from among Lenders a successor Agent for Lenders, the Letter of Credit Issuer and the Borrower Parties, provided, however, that except (a) in the case of a merger by the Administrative Agent with another financial institution (even if the Administrative Agent is not the surviving entity), (b) in the event that such resignation is required for regulatory reasons as determined in good faith by the Administrative Agent, or (c) during the continuance of an Event of Default, any resignation by the Administrative which successor Agent shall require the prior written consent of the Credit Parties, which consent may be granted or withheld in the Credit Parties’ sole discretion, approved by Borrower (and the appointment of any successor Administrative Agent shall require the prior written approval of the Credit Parties (such approval shall not to be unreasonably withheld or delayed) and the Required Lenders). If no successor agent Agent is appointed prior to the effective date of the resignation of the applicable Agent, then the retiring Agent may appoint, after consulting with the Lenders and the Credit PartiesBorrower, a successor Agent from any of the among Lenders. Upon the acceptance of its appointment as successor agent xxxxxxxxxAgent hereunder, such successor agent Agent shall thereupon succeed to and become vested with all the rights, powers, privileges powers and duties of the retiring Agent and the term "Agent, and " shall assume the duties and obligations of mean such retiring Agent, successor Agent and the retiring Agent's appointment, powers and duties as Agent shall be discharged from its duties and obligations as Agent under this Credit Agreement and the other Loan Documentsterminated. After any retiring Agent’s 's resignation hereunder as Agent, the provisions of this Section 11.9 13, and Section 12.2.5, shall inure to its benefit as to any actions taken or omitted to be taken by it while it was an Agent under this Credit Agreement. If Notwithstanding the foregoing, if (a) Agent has not been paid those fees referenced in Section 2.4.2 or has not been reimbursed for any expense reimbursable to it under Sections 12.2 or 12.2.5, in either case for a period of at least one (1) year and (b) no successor agent Agent has accepted appointment as Agent by the date which is thirty (30) days following a retiring Agent’s 's notice of resignation, the retiring Agent’s 's resignation shall nevertheless thereupon become effective and the applicable Lenders shall perform all of the duties of the Administrative Agent hereunder until such time, if any, as the applicable Requisite Lenders appoint a successor agent Agent as provided for above. Notwithstanding anything in this Section 11.9 to the contrary, any Agent may subcontract certain of its duties hereunder to a third party so long as the applicable Agent remains primarily liable for the performance of its applicable obligations hereunder. Any resignation by HSBC as Administrative Agent pursuant to this Section 11.9 shall also constitute its resignation as Letter of Credit Issuer. Upon the acceptance of a successor’s appointment as Administrative Agent hereunder, (a) such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring Letter of Credit Issuer, (b) the retiring Letter of Credit Issuer shall be discharged from all of their respective duties and obligations hereunder or under the other Loan Documents after giving effect to clause (c) below, and (c) as a condition to becoming the Letter of Credit Issuer, the successor Letter of Credit Issuer shall issue letters of credit in substitution for the Letters of Credit, if any, outstanding at the time of such succession or make other arrangement satisfactory to the retiring Letter of Credit Issuer to effectively assume the obligations of the retiring Letter of Credit Issuer with respect to such Letters of Credit.

Successor Agent. Any Agent may, may resign at any time, resign upon twenty (20) days time by giving written notice thereof to the Lenders, the Letter of Credit Issuer Lenders and the Borrower Parties, and may be removed at any time with or without cause by the Required Lenders; provided, however, that except (a) in the case any removal of a merger by the Administrative Agent with another financial institution (even if the Administrative will not be effective until it has also been replaced as Collateral Agent is not the surviving entity), (b) and released from all of its obligations in the event that respect thereof. Upon any such resignation is required for regulatory reasons as determined in good faith by the Administrative Agentor removal, or (c) during the continuance of an Event of Default, any resignation by the Administrative Agent shall require the prior written consent of the Credit Parties, which consent may be granted or withheld in the Credit Parties’ sole discretion, and the appointment of any successor Administrative Agent shall require the prior written approval of the Credit Parties (such approval not to be unreasonably withheld or delayed) and the Required LendersLenders shall have the right to appoint a successor Agent. If no successor agent is Agent shall have been so appointed prior to by the effective date Required Lenders, and shall have accepted such appointment, within 30 days after the retiring Agent’s giving of notice of resignation or the Required Lenders’ removal of the resignation of the applicable retiring Agent, then the retiring Agent may appointmay, after consulting with the Lenders and the Credit Parties, a successor Agent from any on behalf of the Lenders, appoint a successor Agent, which in the case of the Administrative Agent 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 U.S.$250,000,000. Upon the acceptance of its any appointment as Agent hereunder by a successor agent xxxxxxxxxAgent 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 Required Lenders may request, in order to continue the perfection of the Liens granted or purported to be granted by the Collateral Documents, such successor agent Agent shall thereupon succeed to and become vested with all the rights, powers, discretion, privileges and duties of the retiring Agent, and shall assume the duties and obligations of such retiring Agent, and the retiring Agent shall be discharged from its duties and obligations as under the Loan Documents. If within 45 days after written notice is given of the retiring Agent’s resignation or removal under this Section no successor Agent shall have been appointed and shall have accepted such appointment, then on such 45th day (a) the retiring Agent’s resignation or removal shall become effective, (b) the retiring Agent shall thereupon be discharged from its duties and obligations under the Loan Documents and (c) the Required Lenders shall thereafter perform all duties of the retiring Agent under this Credit Agreement and the other Loan DocumentsDocuments until such time, if any, as the Required Lenders appoint a successor Agent as provided above. After any retiring Agent’s resignation or removal hereunder as Agent, the provisions of this Section 11.9 Article VII shall inure to its benefit as to any actions taken or omitted to be taken by it while it was an 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, the retiring Agent’s resignation shall nevertheless thereupon become effective and the applicable Lenders shall perform all of the duties of the Administrative Agent hereunder until such time, if any, as the applicable Lenders appoint a successor agent as provided for above. Notwithstanding anything in this Section 11.9 to the contrary, any Agent may subcontract certain of its duties hereunder to a third party so long as the applicable Agent remains primarily liable for the performance of its applicable obligations hereunder. Any resignation by HSBC as Administrative Agent pursuant to this Section 11.9 shall also constitute its resignation as Letter of Credit Issuer. Upon the acceptance of a successor’s appointment as Administrative Agent hereunder, (a) such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring Letter of Credit Issuer, (b) the retiring Letter of Credit Issuer shall be discharged from all of their respective duties and obligations hereunder or under the other Loan Documents after giving effect to clause (c) below, and (c) as a condition to becoming the Letter of Credit Issuer, the successor Letter of Credit Issuer shall issue letters of credit in substitution for the Letters of Credit, if any, outstanding at the time of such succession or make other arrangement satisfactory to the retiring Letter of Credit Issuer to effectively assume the obligations of the retiring Letter of Credit Issuer with respect to such Letters of CreditDocuments.

Successor Agent. Any Subject to the appointment of a successor as set forth herein, the Administrative Agent may, at any time, or the Collateral Agent may each resign upon twenty (20) days written 10 days’ notice to the Lenders, the Letter of Credit Issuer Lenders and the Parent Borrower Parties, provided, however, that except (a) in the case of a merger by the Administrative Agent with another financial institution (even and if the Administrative Agent is not or the surviving entity)Collateral Agent becomes a Defaulting Lender or an Affiliate of a Defaulting Lender, (b) in either the event that such resignation is required for regulatory reasons as determined in good faith by Required Lenders or the Administrative AgentParent Borrower may, or (c) during the continuance of an Event of Default, any resignation by upon 10 days’ notice to the Administrative Agent shall require or the prior written consent of Collateral Agent as applicable, remove such Agent. If the Credit Parties, which consent may be granted or withheld in the Credit Parties’ sole discretion, and the appointment of any successor Administrative Agent or Collateral Agent shall require the prior written approval of the Credit Parties (such approval not to resign or be unreasonably withheld removed as Administrative Agent or delayed) and the Required Lenders. If no successor agent is appointed prior to the effective date of the resignation of the applicable Collateral Agent, then the retiring Agent may appointas applicable, after consulting with the Lenders and the Credit Parties, a successor Agent from any of the Lenders. Upon the acceptance of its appointment as successor agent xxxxxxxxx, such successor agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring Agent, and shall assume the duties and obligations of such retiring Agent, and the retiring Agent shall be discharged from its duties and obligations as Agent under this Credit Agreement and the other Loan Documents, then the Required Lenders (in the case of the Administrative Agent) shall appoint from among the Lenders a successor agent for the Lenders, which successor agent shall be subject to approval by the Parent Borrower (which approval shall not be unreasonably withheld or delayed if such successor is a commercial bank with a consolidated combined capital and surplus of at least $5,000,000,000) so long as no Event of Default shall have occurred and be continuing, whereupon such successor agent shall succeed to the rights, powers and duties of the Administrative Agent or the Collateral Agent, as applicable, and the term “Administrative Agent” or “Collateral Agent,” as applicable, shall mean such successor agent effective upon such appointment and approval and such successor agent’s acceptance of such appointment, and the former Agent’s rights, powers and duties as Administrative Agent or Collateral Agent, as applicable, 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 or issuers of Letters of Credit; provided, that a retiring Collateral Agent shall continue to hold the Collateral for the benefit of the Secured Parties until such time as a successor of such Collateral Agent is appointed and has accepted such appointment. Each Joint Bookrunner and the Senior Co-Manager, may resign as an Agent hereunder upon 10 days’ notice to the Administrative Agent, Lenders and the Parent Borrower, or if any such Agent has admitted in writing that it is insolvent or becomes a Defaulting Lender or an Affiliate of a Defaulting Lender, either the Required Lenders or the Parent Borrower may, upon 10 days’ notice to such Agent, remove such Agent. If the Collateral Agent, any Joint Bookrunner or any Senior Co-Manager shall resign or be removed as Collateral Agent, Joint Bookrunner, or Senior Co-Manager hereunder, as applicable, the duties, rights, obligations and responsibilities of such Agent hereunder, if any, shall automatically be assumed by, and inure to the benefit of, the Administrative Agent, without any further act by any Agent or any Lender. After any retiring Agent’s resignation hereunder or removal as Agent, the provisions of this Section 11.9 10 shall inure to its benefit as to any actions taken or omitted to be taken by it while it was an Agent under this Credit AgreementAgreement and the other Loan Documents. If no successor agent has accepted appointment as Agent by the date which is thirty (30) days following a retiring Agent’s notice of resignationAdditionally, the after such retiring Agent’s resignation or removal as such Agent, the provisions of this Section 10.10 shall nevertheless thereupon become effective 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 applicable Lenders shall perform all other Loan Documents. After the resignation or removal of the duties of the Administrative Agent hereunder until such time, if any, as the applicable Lenders appoint a successor agent as provided for above. Notwithstanding anything in this Section 11.9 to the contrary, any Agent may subcontract certain of its duties hereunder to a third party so long as the applicable Agent remains primarily liable for the performance of its applicable obligations hereunder. Any resignation by HSBC as Administrative Agent pursuant to the preceding provisions of this Section 11.9 10.10, such resigning or removed Administrative Agent shall also constitute not be required to act as Issuing Lender for any Letters of Credit to be issued after the date of such resignation or removal, 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 as Letter of Credit Issuer. Upon the acceptance of a successor’s appointment or removal as Administrative Agent hereunder, (a) such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring Letter of Credit Issuer, (b) the retiring Letter of Credit Issuer shall be discharged from all of their respective duties and obligations hereunder or under the other Loan Documents after giving effect to clause (c) below, and (c) as a condition to becoming the Letter of Credit Issuer, the successor Letter of Credit Issuer shall issue letters of credit in substitution for the Letters of Credit, if any, outstanding at the time of such succession or make other arrangement satisfactory to the retiring Letter of Credit Issuer to effectively assume the obligations of the retiring Letter of Credit Issuer with respect to such Letters of Credit.

Successor Agent. Any Agent may, at any time, may resign as Agent upon twenty (20) days 30 days' written notice to Lenders and Borrower; provided that any such resignation by Bank of America shall also constitute its resignation as Agent in its capacity of issuer of Letters of Credit. If Agent resigns under this Agreement, the Required Lenders shall appoint from among Lenders a successor Agent for Lenders, which successor Agent shall be consented to by Borrower at all times other than during the Letter of Credit Issuer and the Borrower Parties, provided, however, that except (a) in the case existence of a merger by the Administrative Agent with another financial institution Default (even if the Administrative Agent is not the surviving entity), (b) in the event that such resignation is required for regulatory reasons as determined in good faith by the Administrative Agent, or (c) during the continuance of an Event of Default, any resignation by the Administrative Agent shall require the prior written which consent of the Credit Parties, which consent may be granted or withheld in the Credit Parties’ sole discretion, and the appointment of any successor Administrative Agent Borrower shall require the prior written approval of the Credit Parties (such approval not to be unreasonably withheld or delayed) and the Required Lenders). If no successor agent Agent is appointed prior to the effective date of the resignation of the applicable Agent, then the retiring Agent may appoint, after consulting with the Lenders and the Credit PartiesBorrower, a successor Agent from any of the among Lenders. Upon the acceptance of its appointment as successor agent xxxxxxxxxAgent hereunder, the Person acting as such successor agent Agent shall thereupon succeed to and become vested with all the rights, powers, privileges powers and duties of the retiring Agent (including those in its capacity as issuer of Letters of Credit) and the term "Agent" shall mean such successor Agent in all such capacities and the retiring Agent's appointment, powers and duties as Agent shall assume be terminated, without any other or further act or deed on the duties and obligations part of such retiring AgentAgent or any other Lender, and other than the retiring Agent shall be discharged from its duties and obligations as Agent under this Credit Agreement and the other Loan Documents. After any retiring Agent’s resignation hereunder as Agent, the provisions of this Section 11.9 shall inure to its benefit as to any actions taken or omitted to be taken by it while it was an 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, the retiring Agent’s resignation shall nevertheless thereupon become effective and the applicable Lenders shall perform all obligation of the duties of the Administrative successor Agent hereunder until such time, if any, as the applicable Lenders appoint a successor agent as provided for above. Notwithstanding anything in this Section 11.9 to the contrary, any Agent may subcontract certain of its duties hereunder to a third party so long as the applicable Agent remains primarily liable for the performance of its applicable obligations hereunder. Any resignation by HSBC as Administrative Agent pursuant to this Section 11.9 shall also constitute its resignation as Letter of Credit Issuer. Upon the acceptance of a successor’s appointment as Administrative Agent hereunder, (a) such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring Letter of Credit Issuer, (b) the retiring Letter of Credit Issuer shall be discharged from all of their respective duties and obligations hereunder or under the other Loan Documents after giving effect to clause (c) below, and (c) as a condition to becoming the Letter of Credit Issuer, the successor Letter of Credit Issuer shall issue letters of credit in substitution for the Letters of Credit, if any, outstanding at the time of such succession or to make other arrangement arrangements satisfactory to the retiring Letter of Credit Issuer Agent to effectively assume the obligations of the retiring Letter of Credit Issuer Agent with respect to such Letters of Credit. After any retiring Agent's resignation hereunder as Agent, the provisions of this Article IX and Sections 10.04 and 10.05 shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Agent under this 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. Any Agent may, at any time, may resign as Agent upon twenty (20) days written 30 days’ notice to the Lenders; provided that any such resignation by Bank of America shall also constitute its resignation as L/C Issuer. If Agent resigns under this Agreement, the Letter of Credit Issuer and Required Lenders shall appoint from among the Lenders a successor administrative agent for the Lenders, which successor administrative agent shall be consented to by Borrower Parties, provided, however, that except (a) in the case of a merger by the Administrative Agent with another financial institution (even if the Administrative Agent is not the surviving entity), (b) in the event that such resignation is required for regulatory reasons as determined in good faith by the Administrative Agent, or (c) at all times other than during the continuance existence of an Event of Default, any resignation by the Administrative Agent shall require the prior written Default (which consent of the Credit Parties, which consent may be granted or withheld in the Credit Parties’ sole discretion, and the appointment of any successor Administrative Agent Borrower shall require the prior written approval of the Credit Parties (such approval not to be unreasonably withheld or delayed) and the Required Lenders). If no successor administrative agent is appointed prior to the effective date of the resignation of the applicable Agent, then the retiring Agent may appoint, after consulting with the Lenders and the Credit PartiesBorrower, a successor Agent administrative agent from any of among the Lenders. Upon the acceptance of its appointment as successor administrative agent xxxxxxxxxhereunder, the Person acting as such successor administrative agent shall thereupon succeed to and become vested with all the rights, powers, privileges powers and duties of the retiring Agent, L/C Issuer and the respective terms “Agent” and “L/C Issuer” shall assume the duties and obligations mean such successor administrative agent, Letter of such retiring AgentCredit issuer, and the retiring Agent’s appointment, powers and duties as Agent shall be discharged from its duties and obligations as Agent under this Credit Agreement terminated and the retiring L/C Issuer’s rights, powers and duties as such shall be terminated, without any other Loan Documents. After or further act or deed on the part of such retiring L/C Issuer or any retiring Agent’s resignation hereunder as Agentother Lender, other than the provisions of this Section 11.9 shall inure to its benefit as to any actions taken or omitted to be taken by it while it was an 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, the retiring Agent’s resignation shall nevertheless thereupon become effective and the applicable Lenders shall perform all obligation of the duties of the Administrative Agent hereunder until such time, if any, as the applicable Lenders appoint a successor agent as provided for above. Notwithstanding anything in this Section 11.9 L/C Issuer to the contrary, any Agent may subcontract certain of its duties hereunder to a third party so long as the applicable Agent remains primarily liable for the performance of its applicable obligations hereunder. Any resignation by HSBC as Administrative Agent pursuant to this Section 11.9 shall also constitute its resignation as Letter of Credit Issuer. Upon the acceptance of a successor’s appointment as Administrative Agent hereunder, (a) such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring Letter of Credit Issuer, (b) the retiring Letter of Credit Issuer shall be discharged from all of their respective duties and obligations hereunder or under the other Loan Documents after giving effect to clause (c) below, and (c) as a condition to becoming the Letter of Credit Issuer, the successor Letter of Credit Issuer shall issue letters of credit in substitution for the Letters of Credit, if any, outstanding at the time of such succession or to make other arrangement arrangements satisfactory to the retiring Letter of Credit L/C Issuer to effectively assume the obligations of the retiring Letter of Credit L/C Issuer with respect to such Letters of Credit. After any retiring Agent’s resignation hereunder as Agent, the provisions of this Article IX 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 Agent under this 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 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. Any Agent may, and at any timethe request of Majority Banks --------------- shall, resign as Agent upon twenty (20) days written 30 days' notice to the LendersCompany and Banks. If Agent resigns under this Agreement, the Letter of Credit Issuer and the Borrower Parties, provided, however, that except (a) in the case of Majority Banks shall appoint from among Banks a merger successor agent for Banks which successor agent shall be consented to by the Administrative Agent with another financial institution (even if the Administrative Agent is not the surviving entity), (b) in the event that such resignation is required for regulatory reasons as determined in good faith by the Administrative Agent, or (c) Company at all times other than during the continuance existence of an Event of Default, any resignation by the Administrative Agent shall require the prior written consent of the Credit Parties, Default (which consent may be granted or withheld in the Credit Parties’ sole discretion, and the appointment of any successor Administrative Agent shall require the prior written approval of the Credit Parties (such approval Company shall not to be unreasonably withheld or delayed) and the Required Lenders). If no successor agent is appointed prior to the effective date of the resignation of the applicable Agent, then the retiring Agent may appoint, after consulting with the Lenders Banks and the Credit PartiesCompany, a successor Agent agent from any of the Lendersamong Banks. Upon the acceptance of its appointment as successor agent xxxxxxxxxhereunder, such successor agent shall thereupon succeed to and become vested with all the rights, powers, privileges powers and duties of the retiring Agent and the term "Agent, and " shall assume the duties and obligations of mean such retiring Agent, successor agent and the retiring Agent's appointment, powers and duties as Agent shall be discharged from its duties and obligations as Agent under this Credit Agreement and the other Loan Documentsterminated. After any retiring Agent’s 's resignation hereunder as Agent, the provisions of this Section 11.9 Article IX 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 Agent under this Credit Agreement. If no successor agent has accepted appointment as Agent by the date which is thirty (30) 30 days following a retiring Agent’s 's notice of resignation, the retiring Agent’s 's resignation shall nevertheless thereupon become effective and the applicable Lenders Banks shall perform all of the duties of the Administrative Agent hereunder until such time, if any, as the applicable Lenders Majority Banks appoint a successor agent as provided for above. Notwithstanding anything in this Section 11.9 to the contraryforegoing, any Bank of America may not be removed as Agent may subcontract certain at the request of its duties Majority Banks unless Bank of America shall also simultaneously be replaced as "Collateral Agent" hereunder to a third party so long as the applicable Agent remains primarily liable for the performance of its applicable obligations hereunder. Any resignation by HSBC as Administrative Agent pursuant to this Section 11.9 shall also constitute its resignation as Letter of Credit Issuer. Upon the acceptance of a successor’s appointment as Administrative Agent hereunder, (a) such successor shall succeed to documentation in form and become vested with all of the rights, powers, privileges and duties of the retiring Letter of Credit Issuer, (b) the retiring Letter of Credit Issuer shall be discharged from all of their respective duties and obligations hereunder or under the other Loan Documents after giving effect to clause (c) below, and (c) as a condition to becoming the Letter of Credit Issuer, the successor Letter of Credit Issuer shall issue letters of credit in substitution for the Letters of Credit, if any, outstanding at the time of such succession or make other arrangement substance reasonably satisfactory to the retiring Letter Bank of Credit Issuer to effectively assume the obligations of the retiring Letter of Credit Issuer with respect to such Letters of CreditAmerica.

Successor Agent. Any Agent may, at any time, resign upon twenty (20) days written notice to the Lenders, the Letter of Credit Issuer and the Borrower Parties, provided, however, that except (a) in the case of a merger The Agent may resign at any time by the Administrative Agent with another financial institution giving fifteen (even if the Administrative Agent is not the surviving entity), (b15) in the event that such resignation is required for regulatory reasons as determined in good faith by the Administrative Agent, or (c) during the continuance of an Event of Default, any resignation by the Administrative Agent shall require the Business Days' prior written consent of the Credit Partiesnotice thereof to Purchasers and Borrower, which consent may resignation shall be granted or withheld effective as to this Agreement and each other Security Document for which Agent acts in its capacity as such. Upon any such notice of resignation, the Credit Parties’ sole discretionRequisite Purchasers shall have the right, and the appointment of any successor Administrative Agent shall require the prior written approval of the Credit Parties (such approval not upon five Business Days' notice to be unreasonably withheld or delayed) and the Required Lenders. If no successor agent is appointed prior Borrower, to the effective date of the resignation of the applicable Agent, then the retiring Agent may appoint, after consulting with the Lenders and the Credit Parties, appoint a successor Agent from any of the LendersAgent. Upon the acceptance of its any appointment as Agent hereunder by a successor agent xxxxxxxxxAgent, such that successor agent Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring AgentAgent and the Agent shall promptly (i) transfer to such successor Agent all sums, Securities and other items of Collateral and the other Security Documents creating a security interest in any of the Collateral, together with all records and other documents necessary or appropriate in connection with the performance of the duties of the successor Agent under this Agreement and the other Transaction Documents, and shall assume the duties (ii) execute and obligations of deliver to such retiring Agentsuccessor Agent such amendments to financing statements, and take such other actions, as may be necessary or appropriate in connection with the assignment to such successor Agent of the security interests created under the Security Documents, whereupon such retiring Agent shall be discharged from its duties and obligations as Agent under this Credit Agreement and the other Loan Documentshereunder. After any retiring Agent’s 's resignation hereunder as Agent, the provisions of this Section 11.9 30 shall inure to its benefit as to any actions taken or omitted to be taken by it while it was an Agent under this Credit Agreement. If no successor agent has accepted appointment as Agent by the date which is thirty hereunder. (30b) days following a retiring Agent’s notice of resignation, the retiring Agent’s resignation shall nevertheless thereupon become effective and the applicable Lenders shall perform all of the duties of the Administrative Agent hereunder until such time, if any, as the applicable Lenders appoint a successor agent as provided for above. Notwithstanding anything in this Section 11.9 herein to the contrary, any the Agent may subcontract certain assign its rights and duties as Agent hereunder to any of its duties hereunder to a third party so long Affiliates (other than any Grantor or any Subsidiary thereof) without the prior written consent of, or prior written notice to, the Grantors or the Purchasers under this Agreement and any other Security Document for which Agent acts in its capacity as such; provided that the Grantors and the Purchasers may deem and treat such assigning Agent as the applicable Agent remains primarily liable for all purposes hereof, unless and until such assigning Agent provides written notice to Borrower and the performance Purchasers of its applicable obligations hereunder. Any resignation by HSBC as Administrative Agent pursuant to this Section 11.9 shall also constitute its resignation as Letter of Credit Issuersuch assignment. Upon the acceptance of a successor’s appointment as Administrative Agent hereunder, (a) such successor assignment such Affiliate shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring Letter of Credit Issuer, (b) the retiring Letter of Credit Issuer shall be discharged from all of their respective duties as Agent hereunder and obligations hereunder or under the other Loan Documents after giving effect to clause (c) below, and (c) as a condition to becoming the Letter of Credit Issuer, the successor Letter of Credit Issuer shall issue letters of credit in substitution for the Letters of Credit, if any, outstanding at the time of such succession or make other arrangement satisfactory to the retiring Letter of Credit Issuer to effectively assume the obligations of the retiring Letter of Credit Issuer with respect to such Letters of CreditTransaction Documents.

Successor Agent. Any The Agent may, at any time, may resign as Agent upon twenty thirty (2030) days written days' notice to the Lenders. If the Agent resigns under this Agreement, the Letter of Credit Issuer and Majority Lenders shall appoint from among the Borrower Parties, provided, however, that except (a) in Lenders a successor agent for the case of a merger by the Administrative Agent with another financial institution (even if the Administrative Agent is not the surviving entity), (b) in the event that such resignation is required for regulatory reasons as determined in good faith by the Administrative Agent, or (c) during the continuance of an Event of Default, any resignation by the Administrative Agent shall require the prior written consent of the Credit Parties, which consent may be granted or withheld in the Credit Parties’ sole discretion, and the appointment of any successor Administrative Agent shall require the prior written approval of the Credit Parties (such approval not to be unreasonably withheld or delayed) and the Required Lenders. If no successor agent is appointed prior to the effective date of the resignation of the applicable Agent, then the retiring Agent may appoint, after consulting with the Lenders and the Credit PartiesBorrower, a successor Agent agent from any of among the Lenders. Upon the acceptance of its appointment as successor agent xxxxxxxxxhereunder, such successor agent shall thereupon succeed to and become vested with all the rights, powers, privileges powers and duties of the retiring Agent and the term "Agent, and " shall assume the duties and obligations of mean such retiring Agent, successor agent and the retiring Agent's appointment, powers and duties as Agent shall be discharged from its duties and obligations as Agent under this Credit Agreement and the other Loan Documentsterminated. After any retiring Agent’s 's resignation hereunder as Agent, the provisions of this Section 11.9 14 shall inure to its benefit as to any actions taken or omitted to be taken by it while it was an 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 's notice of resignation, the retiring Agent’s 's resignation shall nevertheless thereupon become effective and the applicable Lenders shall perform all of the duties of the Administrative Agent hereunder until such time, if any, as the applicable Majority Lenders appoint a successor agent as provided for above. Notwithstanding anything the foregoing, in the event that Bank of America assigns all of its Loans to an Affiliate, whether through direct assignment or indirect assignment by operation of law as a result of any merger or other consolidation, upon the effective date of any such assignment, such Affiliate shall automatically become the successor Agent and all designations or references in this Section 11.9 Agreement to the contraryBank of America, any N.A., in its individual capacity or as Agent may subcontract certain of its duties hereunder to a third party so long as the applicable Agent remains primarily liable for the performance of its applicable obligations hereunder. Any resignation by HSBC as Administrative Agent pursuant to this Section 11.9 shall also constitute its resignation as Letter of Credit Issuer. Upon the acceptance of a successor’s appointment as Administrative Agent hereunderor otherwise, (a) such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring Letter of Credit Issuer, (b) the retiring Letter of Credit Issuer shall be discharged from all of their respective duties and obligations hereunder or under the other Loan Documents after giving effect deemed to clause (c) below, and (c) as be a condition to becoming the Letter of Credit Issuer, the successor Letter of Credit Issuer shall issue letters of credit in substitution for the Letters of Credit, if any, outstanding at the time of such succession or make other arrangement satisfactory to the retiring Letter of Credit Issuer to effectively assume the obligations of the retiring Letter of Credit Issuer with respect reference to such Letters of CreditAffiliate.

Successor Agent. Any Subject to the appointment and acceptance of a successor to the Administrative Agent mayas provided in this paragraph, the Administrative Agent may resign at any time, resign upon twenty (20) days written notice to time by notifying the Lenders, the Letter of Credit Issuer Issuing Bank and the Borrower PartiesBorrowers. Upon any such resignation, providedthe Required Lenders shall have the right to appoint a successor, however, that except (a) in subject to the case of a merger by the Administrative Agent with another financial institution (even if the Administrative Agent is not the surviving entity), (b) in the event that such resignation is required for regulatory reasons as determined in good faith by the Administrative Agent, or (c) during the continuance of an Event of Default, any resignation by the Administrative Agent shall require the prior written consent of the Credit Parties, Parent Borrower (which consent may be granted or withheld in the Credit Parties’ sole discretion, and the appointment of any successor Administrative Agent shall require the prior written approval of the Credit Parties (such approval not to be unreasonably withheld withheld); provided that the Parent Borrower’s consent shall not be required if a payment or delayed) and the Required Lendersbankruptcy Event of Default exists. If no successor agent is shall have been so appointed prior to by the effective date Required Lenders and shall have accepted such appointment within 30 days after the retiring Administrative Agent gives notice of the resignation of the applicable Agentits resignation, then the retiring Administrative Agent may appointmay, after consulting with on behalf of the Lenders and the Credit PartiesIssuing Bank, appoint a successor Administrative Agent from which shall be a bank with an office in New York, New York, or an Affiliate of any such bank, subject to the consent of the LendersParent Borrower (which consent shall not be unreasonably withheld); provided that the Parent Borrower’s consent shall not be required if a payment or bankruptcy Event of Default exists. Upon the acceptance of its appointment as successor agent xxxxxxxxxAdministrative Agent hereunder by a successor, such successor agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring Agent, and shall assume the duties and obligations of such retiring Administrative Agent, and the retiring Administrative Agent shall be discharged from its duties and obligations hereunder (other than with respect to its obligations under Section 10.12). The fees payable by any Borrower to a successor Administrative Agent shall be the same as Agent under this Credit Agreement those payable to its predecessor unless otherwise agreed between the Borrowers and the other Loan Documentssuch successor. After any retiring the Administrative Agent’s resignation hereunder as Agenthereunder, the provisions of this Article IX and Section 11.9 10.03 shall inure to continue in effect for the benefit of such retiring Administrative 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 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, the retiring Agent’s resignation shall nevertheless thereupon become effective and the applicable Lenders shall perform all of the duties of the Administrative Agent hereunder until such time, if any, as the applicable Lenders appoint a successor agent as provided for above. Notwithstanding anything in this Section 11.9 to the contrary, any Agent may subcontract certain of its duties hereunder to a third party so long as the applicable Agent remains primarily liable for the performance of its applicable obligations hereunder. Any resignation by HSBC acting as Administrative Agent pursuant to this Section 11.9 shall also constitute its resignation as Letter of Credit Issuer. Upon the acceptance of a successor’s appointment as Administrative Agent hereunder, (a) such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring Letter of Credit Issuer, (b) the retiring Letter of Credit Issuer shall be discharged from all of their respective duties and obligations hereunder or under the other Loan Documents after giving effect to clause (c) below, and (c) as a condition to becoming the Letter of Credit Issuer, the successor Letter of Credit Issuer shall issue letters of credit in substitution for the Letters of Credit, if any, outstanding at the time of such succession or make other arrangement satisfactory to the retiring Letter of Credit Issuer to effectively assume the obligations of the retiring Letter of Credit Issuer with respect to such Letters of CreditAgent.

Successor Agent. Any The 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 Borrower. The Agent may be removed as Agent under the Loan Documents for good cause by the Requisite Lenders (determined exclusive of the Lender then acting as Agent) upon twenty (20) days 30-days’ prior written notice to the LendersAgent. Upon any such resignation or removal, the Letter of Credit Issuer and Requisite Lenders (other than the Borrower PartiesLender then acting as Agent, provided, however, that except (a) in the case of the removal of the Agent under the immediately preceding sentence) shall have the right to appoint a merger by the Administrative successor Agent with another financial institution (even if the Administrative Agent is not the surviving entity)which appointment shall, (b) in the event that such resignation is required for regulatory reasons as determined in good faith by the Administrative Agent, provided no Default or (c) during the continuance of an Event of DefaultDefault exists, any resignation by be subject to the Administrative Agent shall require the prior written consent of the Credit PartiesBorrower’s approval, which consent may be granted or withheld in the Credit Parties’ sole discretion, and the appointment of any successor Administrative Agent approval shall require the prior written approval of the Credit Parties (such approval not to be unreasonably withheld or delayed) delayed (except that the Borrower shall, in all events, be deemed to have approved each Lender and the Required Lendersits affiliates as a successor Agent). If no successor agent is Agent shall have been so appointed prior to in accordance with the effective date immediately preceding sentence, and shall have accepted such appointment, within 30 days after the resigning Agent’s giving of notice of resignation or the Lenders’ removal of the resignation of the applicable resigning Agent, then the retiring resigning or removed Agent may appointmay, after consulting with the Lenders and the Credit Parties, a successor Agent from any on behalf of the Lenders, appoint a successor Agent, which shall be a Lender, if any Lender shall be willing to serve, and otherwise shall be a commercial bank having total combined assets of at least $50,000,000,000. Upon the acceptance of its any appointment as Agent hereunder by a successor agent xxxxxxxxxAgent, such successor agent Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring Agent, and shall assume the duties and obligations of such retiring or removed Agent, and the retiring or removed Agent shall be discharged from its duties and obligations as Agent under this Credit Agreement and the other Loan Documents. After any retiring Agent’s resignation hereunder as Agent, the provisions of this Section 11.9 shall inure to its benefit as to any actions taken or omitted to be taken by it while it was an Such successor 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, the retiring Agent’s resignation shall nevertheless thereupon become effective and the applicable Lenders shall perform all of the duties of the Administrative Agent hereunder until such time, if any, as the applicable Lenders appoint a successor agent as provided for above. Notwithstanding anything in this Section 11.9 to the contrary, any Agent may subcontract certain of its duties hereunder to a third party so long as the applicable Agent remains primarily liable for the performance of its applicable obligations hereunder. Any resignation by HSBC as Administrative Agent pursuant to this Section 11.9 shall also constitute its resignation as Letter of Credit Issuer. Upon the acceptance of a successor’s appointment as Administrative Agent hereunder, (a) such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring Letter of Credit Issuer, (b) the retiring Letter of Credit Issuer shall be discharged from all of their respective duties and obligations hereunder or under the other Loan Documents after giving effect to clause (c) below, and (c) as a condition to becoming the Letter of Credit Issuer, the successor Letter of Credit Issuer shall issue letters of credit in substitution for the Letters of Credit, if any, outstanding at the time of such succession or shall make other arrangement arrangements satisfactory to the retiring Letter of Credit Issuer current Agent, in either case, to assume effectively assume the obligations of the retiring Letter of Credit Issuer current Agent with respect to such Letters of Credit. After any Agent’s resignation or removal hereunder as Agent, the provisions of this Article XI. shall continue to inure to its benefit as to any actions taken or omitted to be taken by it while it was Agent under the Loan Documents.

Successor Agent. Any Agent may, may at any timetime give notice of its resignation to Lenders and Borrower, resign upon twenty (20) days which resignation shall not be effective until the time at which the majority of the Lenders have delivered to Agent their written consent to such resignation. Upon receipt of any such notice to the Lendersof resignation, the Letter of Credit Issuer and Lenders shall have the Borrower Partiesright, providedin consultation with Borrower, however, that except (a) in the case of to appoint a merger successor. If no such successor shall have been so appointed by the Administrative Lenders and shall have accepted such appointment within 30 days after the retiring Agent with another financial institution (even if has received the Administrative Agent is not the surviving entity), (b) in the event that such resignation is required for regulatory reasons as determined in good faith by the Administrative Agent, or (c) during the continuance of an Event of Default, any resignation by the Administrative Agent shall require the prior written consent of the Credit Parties, which consent may be granted or withheld in the Credit Parties’ sole discretion, and the appointment of any successor Administrative Agent shall require the prior written approval majority of the Credit Parties (Lenders to such approval not to be unreasonably withheld or delayed) and the Required Lenders. If no successor agent is appointed prior to the effective date of the resignation of the applicable Agentresignation, then the retiring Agent may appointon behalf of Lenders, after consulting with the Lenders and the Credit Parties, appoint a successor Agent from meeting the qualifications set forth above; provided that in no event shall any of the Lenders. Upon the acceptance of its appointment as successor agent xxxxxxxxx, such successor agent shall thereupon succeed to Agent be a Defaulting Lender and become vested with all the rights, powers, privileges and duties of provided further that if the retiring AgentAgent shall notify Borrower and Lenders that no qualifying Person has accepted such appointment, then such resignation shall nonetheless become effective in accordance with such notice and shall assume the duties and obligations of such retiring Agent, and (1) the retiring Agent shall be discharged from its duties and obligations as Agent hereunder and under this Credit Agreement and the other Loan Documents (except that in the case of any collateral security held by Agent on behalf of the Lenders under any of the Loan Documents. After any retiring Agent’s resignation hereunder as Agent, the provisions of this Section 11.9 shall inure to its benefit as to any actions taken or omitted to be taken by it while it was an 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, the retiring Agent’s resignation Agent shall nevertheless thereupon become effective and the applicable Lenders shall perform all of the duties of the Administrative Agent hereunder continue to hold such collateral security until such timetime as a successor Agent is appointed and such collateral security is assigned to such successor Agent) and (2) all payments, if anycommunications 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 the applicable Lenders appoint a successor agent Agent as provided for above. Notwithstanding anything above in this Section 11.9 to the contrary, any Agent may subcontract certain of its duties hereunder to a third party so long as the applicable Agent remains primarily liable for the performance of its applicable obligations hereunder. Any resignation by HSBC as Administrative Agent pursuant to this Section 11.9 shall also constitute its resignation as Letter of Credit Issuer9.9. Upon the acceptance of a successor’s appointment as Administrative Agent hereunder, (a) such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring Letter of Credit Issuer(or retired) Agent, (b) and the retiring Letter of Credit Issuer Agent shall be discharged from all of their respective its duties and obligations hereunder or under the other Loan Documents after giving effect (if not already discharged therefrom as provided above in this Section 9.9). The fees payable by Borrower to clause (c) below, a successor Agent shall be the same as those payable to its predecessor unless otherwise agreed between Borrower and (c) as a condition to becoming such successor. After the Letter of Credit Issuerretiring Agent’s resignation hereunder and under the other Loan Documents, the successor Letter provisions of Credit Issuer this Section 9 shall issue letters of credit continue in substitution effect for the Letters of Credit, if any, outstanding at the time benefit of such succession retiring Agent, its sub-agents and their respective Indemnified Persons in respect of any actions taken or make other arrangement satisfactory omitted to be taken by any of them while the retiring Letter of Credit Issuer to effectively assume the obligations of the retiring Letter of Credit Issuer with respect to such Letters of CreditAgent was acting as Agent.

Successor Agent. Any The Agent may, may resign at any time, resign upon twenty (20) days time as Agent under the Loan Documents by giving written notice thereof to the LendersLenders and the Borrower. The Agent may be removed as Agent under the Loan Documents for gross negligence or willful misconduct upon 30-day’s prior written notice by all Lenders (other than the Lender then acting as Agent). Upon any such resignation or removal, the Letter of Credit Issuer and Requisite Lenders shall have the Borrower Partiesright to appoint a successor Agent which appointment shall, provided, however, that except (a) in the case of a merger by the Administrative Agent with another financial institution (even if the Administrative Agent is not the surviving entity), (b) in the event that such resignation is required for regulatory reasons as determined in good faith by the Administrative Agent, provided no Default or (c) during the continuance of an Event of DefaultDefault exists, any resignation by be subject to the Administrative Agent shall require the prior written consent of the Credit PartiesBorrower’s approval, which consent may be granted or withheld in the Credit Parties’ sole discretion, and the appointment of any successor Administrative Agent approval shall require the prior written approval of the Credit Parties (such approval not to be unreasonably withheld or delayed) delayed (except that the Borrower shall, in all events, be deemed to have approved each Lender and the Required Lendersits affiliates as a successor Agent). If no successor agent is Agent shall have been so appointed prior to in accordance with the effective date immediately preceding sentence, and shall have accepted such appointment, within thirty (30) days after the resigning Agent’s giving of notice of resignation or the giving of notice of the resignation removal of the applicable Agent, then the retiring resigning or removed Agent may appointmay, after consulting with on behalf of the Lenders Lenders, appoint a successor Agent, which shall be a Lender, if any Lender shall be willing to serve, and otherwise shall be a commercial bank having total combined assets of at least $50,000,000,000; provided, the Credit Parties, resigning or removed Agent shall continue to serve as Agent until such time as a successor Agent from any of the Lendersshall have accepted such appointment. Upon the acceptance of its any appointment as Agent hereunder by a successor agent xxxxxxxxxAgent, such successor agent Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring Agent, and shall assume the duties and obligations of such retiring Agent, and the retiring Agent shall be discharged from its duties and obligations as Agent under this Credit Agreement and the other Loan Documents; provided, however, such retiring Agent shall not be relieved from any obligations arising prior to its discharge the extent resulting from the Agent’s gross negligence or willful misconduct as determined by a court of competent jurisdiction in a final, non-appealable judgment or from the failure by the Agent to follow the written direction of the Requisite Lenders (or all of the Lenders if expressly required hereunder) unless such failure results from the Agent following the advice of counsel to the Agent of which advice the Lenders have received notice. After any retiring Agent’s resignation or removal hereunder as Agent, the provisions of this Section 11.9 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 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, the retiring Agent’s resignation shall nevertheless thereupon become effective and the applicable Lenders shall perform all of the duties of the Administrative Agent hereunder until such time, if any, as the applicable Lenders appoint a successor agent as provided for above. Notwithstanding anything in this Section 11.9 to the contrary, any Agent may subcontract certain of its duties hereunder to a third party so long as the applicable Agent remains primarily liable for the performance of its applicable obligations hereunder. Any resignation by HSBC as Administrative Agent pursuant to this Section 11.9 shall also constitute its resignation as Letter of Credit Issuer. Upon the acceptance of a successor’s appointment as Administrative Agent hereunder, (a) such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring Letter of Credit Issuer, (b) the retiring Letter of Credit Issuer shall be discharged from all of their respective duties and obligations hereunder or under the other Loan Documents after giving effect to clause (c) below, and (c) as a condition to becoming the Letter of Credit Issuer, the successor Letter of Credit Issuer shall issue letters of credit in substitution for the Letters of Credit, if any, outstanding at the time of such succession or make other arrangement satisfactory to the retiring Letter of Credit Issuer to effectively assume the obligations of the retiring Letter of Credit Issuer with respect to such Letters of CreditDocuments.

Successor Agent. Any The Administrative Agent may, may resign at any time, resign upon twenty (20) days time by giving written notice thereof to the Lenders, the Letter of Credit Issuer Lenders and the Borrower Parties, provided, however, that except (a) in the case of a merger and may be removed by the Administrative Agent with another financial institution (even if the Administrative Agent is not the surviving entity), (b) Super Majority Lenders in the event that such resignation the Administrative Agent commits a willful breach of, or is required for regulatory reasons grossly negligent in the performance of, its material obligations hereunder. Furthermore, in the event that at any time the Administrative Agent assigns its entire interest as determined in good faith a Lender hereunder to an Eligible Assignee as permitted by Section 10.7 hereof, which Eligible Assignee is not an Affiliate of the Administrative Agent, or (c) during the continuance of an Event of Default, any resignation by then the Administrative Agent shall require resign as Administrative Agent. Upon any such resignation or removal (which shall be effective upon such date as a successor Agent accepts its appointment), the prior written consent of Majority Lenders shall have the Credit Parties, which consent may be granted or withheld in the Credit Parties’ sole discretion, and the appointment of any right to appoint a successor Administrative Agent shall require the prior written approval of the Credit Parties (such approval not to be unreasonably withheld or delayed) and the Required LendersAgent. If no successor agent is Agent shall have been so appointed prior to by the effective date Majority Lenders, and shall have accepted such appointment, within 30 days after the retiring Administrative Agent's giving of notice of resignation or the Super Majority Lenders' removal of the resignation of the applicable retiring Administrative Agent, then the retiring Administrative Agent may appointmay, after consulting with the Lenders and the Credit Parties, a successor Agent from any 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, having a combined capital and surplus of at least $50,000,000. Upon the acceptance of its any appointment as Administrative Agent hereunder by a successor agent xxxxxxxxxAgent, such successor agent Administrative Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring Agent, and shall assume the duties and obligations of such retiring Administrative Agent, and the retiring Administrative Agent shall be discharged from its duties and obligations as Agent under this Credit Agreement and the other Loan Documents. After any retiring Administrative Agent’s 's resignation or removal hereunder as Administrative Agent, the provisions of this Section 11.9 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 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, the retiring Agent’s resignation shall nevertheless thereupon become effective Agreement and the applicable Lenders shall perform all of the duties of the Administrative Agent hereunder until such time, if any, as the applicable Lenders appoint a successor agent as provided for above. Notwithstanding anything in this Section 11.9 to the contrary, any Agent may subcontract certain of its duties hereunder to a third party so long as the applicable Agent remains primarily liable for the performance of its applicable obligations hereunder. Any resignation by HSBC as Administrative Agent pursuant to this Section 11.9 shall also constitute its resignation as Letter of Credit Issuer. Upon the acceptance of a successor’s appointment as Administrative Agent hereunder, (a) such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring Letter of Credit Issuer, (b) the retiring Letter of Credit Issuer shall be discharged from all of their respective duties and obligations hereunder or under the other Loan Documents after giving effect to clause (c) below, and (c) as a condition to becoming the Letter of Credit Issuer, the successor Letter of Credit Issuer shall issue letters of credit in substitution for the Letters of Credit, if any, outstanding at the time of such succession or make other arrangement satisfactory to the retiring Letter of Credit Issuer to effectively assume the obligations of the retiring Letter of Credit Issuer with respect to such Letters of CreditDocuments.

Successor Agent. (a) Any Agent may, may at any time, resign upon twenty (20) time give at least 30 days prior written notice of its resignation to the Lenders, the Letter of Credit Issuer L/C Issuer, the Revolving Loan Representative and the Borrower PartiesAdministrative Borrower. Upon receipt of any such notice of resignation, provided, however, that except (a) in the case of Required Lenders shall have the right to appoint a merger successor Agent. If no such successor Agent shall have been so appointed by the Administrative Required Lenders and shall have accepted such appointment within 30 days after the retiring Agent with another financial institution gives notice of its resignation (even if the Administrative Agent is not the surviving entity), (b) in the event that or such resignation is required for regulatory reasons earlier day as determined in good faith shall be agreed by the Administrative Agent, or (c) during the continuance of an Event of Default, any resignation by the Administrative Agent shall require the prior written consent of the Credit Parties, which consent may be granted or withheld in the Credit Parties’ sole discretion, and the appointment of any successor Administrative Agent shall require the prior written approval of the Credit Parties (such approval not to be unreasonably withheld or delayed) and the Required Lenders. If no successor agent is appointed prior to ) (the effective date of the resignation of the applicable Agent“Agent Resignation Effective Date”), then the retiring Agent may appoint(but shall not be obligated to), after consulting with on behalf of the Lenders Lenders, the Revolving Loan Representative and the Credit PartiesL/C Issuer, appoint a successor Agent. Whether or not a successor Agent from any of the Lenders. Upon the acceptance of its appointment as successor agent xxxxxxxxxhas been appointed, such successor agent resignation shall thereupon succeed to and become vested effective in accordance with all such notice on the rightsAgent Resignation Effective Date. (b) With effect from the Agent Resignation Effective Date, powers, privileges and duties of the retiring Agent, and shall assume the duties and obligations of such retiring Agent, and (i) the retiring Agent shall be discharged from its duties and obligations as Agent hereunder and under this Credit Agreement and the other Loan Documents. After Documents (except that in the case of any retiring Agent’s resignation hereunder as AgentCollateral held by such Agent on behalf of the Lenders, the provisions Revolving Loan Representative or the L/C Issuer under any of this Section 11.9 shall inure to its benefit as to any actions taken or omitted to be taken by it while it was an 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 resignationLoan Documents, the retiring Agent’s resignation Agent shall nevertheless thereupon become effective continue to hold such collateral security until such time as a successor Agent is appointed) and the applicable Lenders (ii) all payments, communications and determinations provided to be made by, to or through such retiring Agent shall perform all of the duties of the Administrative Agent hereunder instead be made by or to each Lender and L/C Issuer directly, until such time, if any, as the applicable Lenders appoint a successor agent Agent shall have been appointed as provided for above. Notwithstanding anything in this Section 11.9 to the contrary, any Agent may subcontract certain of its duties hereunder to a third party so long as the applicable Agent remains primarily liable for the performance of its applicable obligations hereunder. Any resignation by HSBC as Administrative Agent pursuant to this Section 11.9 shall also constitute its resignation as Letter of Credit Issuer. Upon the acceptance of a successor’s Agent’s appointment as Administrative Agent hereunder, (a) such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring Letter of Credit IssuerAgent, (b) and the retiring Letter of Credit Issuer Agent shall be discharged from all of their respective its duties and obligations hereunder or under the other Loan Documents after giving effect to clause (c) below, Documents. After the retiring Agent’s resignation hereunder and (c) as a condition to becoming under the Letter of Credit Issuerother Loan Documents, the successor Letter provisions of Credit Issuer this Article, Section 12.04 and Section 12.15 shall issue letters of credit continue in substitution effect for the Letters of Credit, if any, outstanding at the time benefit of such succession retiring Agent in respect of any actions taken or make other arrangement satisfactory omitted to be taken by it while the retiring Letter of Credit Issuer to effectively assume the obligations of the retiring Letter of Credit Issuer with respect to such Letters of CreditAgent was acting as Agent.

Successor Agent. Any The Agent may, at any time, may resign as the Agent upon twenty (20) 30 days written notice to the LendersLenders and the Borrowers, such resignation to be effective, subject to the next succeeding paragraph of this Section 14.9, upon the acceptance of a successor agent to its appointment as Agent. If the Agent resigns under this Agreement, the Letter of Credit Issuer and Majority Lenders shall, with the Borrower Parties, provided, however, that except (a) in the case of a merger by the Administrative Agent with another financial institution (even if the Administrative Agent is not the surviving entity), (b) in the event that such resignation is required for regulatory reasons as determined in good faith by the Administrative Agent, or (c) during the continuance of an Event of Default, any resignation by the Administrative Agent shall require the prior written consent of the Credit Parties, General Partner if the Term Loan has not been accelerated (which consent may be granted or withheld in it’s sole and absolute discretion), appoint from among the Credit Parties’ sole discretion, and the appointment of any successor Administrative Agent shall require the prior written approval of the Credit Parties (such approval not to be unreasonably withheld or delayed) and the Required Lenders. If no Lenders a successor agent is appointed prior to the effective date of the resignation of the applicable Agent, then the retiring Agent may appoint, after consulting with the Lenders and the Credit Parties, a successor Agent from any of for the Lenders. Upon the acceptance of its appointment as successor agent xxxxxxxxxhereunder, such successor agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring Agent and the term “Agent, and ” shall assume the duties and obligations of mean such retiring Agent, successor agent and the retiring Agent’s appointment, powers, and duties as the Agent shall be discharged from its duties and obligations as Agent under this Credit Agreement and the other Loan Documentsterminated. After any retiring Agent’s resignation hereunder as Agent, the provisions of this Section 11.9 14.9 shall inure to its benefit as to any actions taken or omitted to be taken by it while it was an the Agent under this Credit Agreement. If no such successor agent Agent shall have been so appointed by the Majority Lenders and shall have accepted such appointment within 30 days after the retiring Agent gives notice of its resignation, then the retiring Agent may on behalf of the Lenders, appoint a successor Agent meeting the qualifications set forth above provided that if the Agent shall notify Borrower and the Lenders that no qualifying Person has accepted appointment as such appointment, then such resignation shall nonetheless become effective in accordance with such notice and (1) the retiring Agent shall be discharged from its duties and obligations hereunder and under the other Loan Documents (except that in the case of any Collateral held by the date which Agent on behalf of the Lenders under any of the Loan Documents, the retiring Agent shall continue to hold such Collateral as nominee until such time as a successor Agent is thirty appointed) and (302) days following all payments, communications and determinations provided to be made by, to or through an Agent shall instead be made by or to each Lender directly, until such time as the Majority Lenders appoint a retiring Agent’s notice of resignation, successor Agent as provided for above in this Section 14.9. After the retiring Agent’s resignation shall nevertheless thereupon become effective hereunder and the applicable Lenders shall perform all of the duties of the Administrative Agent hereunder until such time, if any, as the applicable Lenders appoint a successor agent as provided for above. Notwithstanding anything in this Section 11.9 to the contrary, any Agent may subcontract certain of its duties hereunder to a third party so long as the applicable Agent remains primarily liable for the performance of its applicable obligations hereunder. Any resignation by HSBC as Administrative Agent pursuant to this Section 11.9 shall also constitute its resignation as Letter of Credit Issuer. Upon the acceptance of a successor’s appointment as Administrative Agent hereunder, (a) such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring Letter of Credit Issuer, (b) the retiring Letter of Credit Issuer shall be discharged from all of their respective duties and obligations hereunder or under the other Loan Documents after giving effect to clause (c) below, and (c) as a condition to becoming the Letter of Credit IssuerDocuments, the successor Letter provisions of Credit Issuer this Article 14 and Section 15.10 shall issue letters of credit continue in substitution effect for the Letters of Credit, if any, outstanding at the time benefit of such succession retiring Agent and its sub-agents in respect of any actions taken or make other arrangement satisfactory omitted to be taken by any of them while the retiring Letter of Credit Issuer to effectively assume the obligations of the retiring Letter of Credit Issuer with respect to such Letters of CreditAgent was acting as Agent.

Successor Agent. Any Each Agent maymay resign as Administrative Agent and/or the Collateral Agent, at any timeas applicable, resign upon twenty (20) days 30 days’ written notice to the Lenders and the Borrower. If any Agent shall resign as an Agent under this Agreement and the other Loan Documents to which it is a party, then the Majority Lenders shall appoint a successor agent for the Lenders, which successor agent shall succeed to the Letter rights, powers and duties of Credit Issuer and the Borrower Parties, provided, however, such Agent hereunder; provided that except (a) in the case of so long as a merger by the Administrative Agent with another financial institution (even if the Administrative Agent is not the surviving entity), (b) in the event that such resignation is required for regulatory reasons as determined in good faith by the Administrative Agent, Default or (c) during the continuance of an Event of DefaultDefault has not occurred and is continuing, any resignation by the Administrative Agent shall require the prior written consent of the Credit Parties, which consent may Borrower shall be granted or withheld in the Credit Parties’ sole discretion, and required prior to the appointment of any such successor Administrative Agent agent; and provided further that such consent from the Borrower shall require the prior written approval of the Credit Parties (such approval not to be unreasonably withheld or delayed) . Effective upon such appointment and approval, the term “Administrative Agent” and/or “Collateral Agent,” as applicable, shall mean such successor agent, and, effective upon the earlier of such appointment and the Required Lenders. If no successor agent is appointed prior to expiration of such 30 days’ notice, the effective date of the resignation of the applicable former Agent’s rights, powers and duties as Administrative Agent and/or Collateral Agent, then as applicable, shall be terminated, in either case, without any other or further act or deed on the retiring part of such former Agent may appoint, after consulting with the Lenders and the Credit Parties, a successor Agent from or any of the Lenders. Upon the acceptance of its appointment as successor agent xxxxxxxxx, such successor agent shall thereupon succeed parties to and become vested with all the rights, powers, privileges and duties this Agreement or any holders of the retiring Agent, and shall assume the duties and obligations of such retiring Agent, and the retiring Agent shall be discharged from its duties and obligations as Agent under this Credit Agreement and the other Loan DocumentsLoans. After any retiring Agent’s resignation hereunder as Agentin such capacity, the provisions of this Section 11.9 ‎Article 8 shall inure to its benefit as to any actions taken or omitted to be taken by it while it was an 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, the retiring Agent’s resignation shall nevertheless thereupon become effective and the applicable Lenders shall perform all of the duties of the Administrative Agent hereunder until such time, if anyand/or Collateral Agent, as the applicable Lenders appoint a successor agent as provided for above. Notwithstanding anything in applicable, under this Section 11.9 to the contrary, any Agent may subcontract certain of its duties hereunder to a third party so long as the applicable Agent remains primarily liable for the performance of its applicable obligations hereunder. Any resignation by HSBC as Administrative Agent pursuant to this Section 11.9 shall also constitute its resignation as Letter of Credit Issuer. Upon the acceptance of a successor’s appointment as Administrative Agent hereunder, (a) such successor shall succeed to Agreement and become vested with all of the rights, powers, privileges and duties of the retiring Letter of Credit Issuer, (b) the retiring Letter of Credit Issuer shall be discharged from all of their respective duties and obligations hereunder or under the other Loan Documents after giving effect to clause (c) belowwhich it is a party. Whether or not a successor has been appointed, and (c) as a condition to becoming such resignation shall become effective upon the Letter of Credit Issuer, the successor Letter of Credit Issuer shall issue letters of credit in substitution for the Letters of Credit, if any, outstanding at the time of such succession or make other arrangement satisfactory to the retiring Letter of Credit Issuer to effectively assume the obligations expiry of the retiring Letter 30 days’ notice, provided that the parties hereto acknowledge and agree that, for purposes of Credit Issuer any right of pledge governed by the laws of the Netherlands, including the Dutch CV Pledge, any resignation by the Collateral Agent shall not be effective with respect to its rights and obligations under the Parallel Debt(s), until such Letters rights and obligations have been assumed by the successor Collateral Agent. Without prejudice to the provisions of Creditthis Agreement and the other Loan Documents, the Collateral Agent will reasonably cooperate in the assumption of its rights and obligations under or in connection with the Parallel Debt(s) by any such successor and will reasonably cooperate in transferring to such successor Collateral Agent all rights under the Foreign Pledge Agreement to the extent governed by the laws of the Netherlands.

Successor Agent. Any Each Agent maymay resign as in its capacity as such upon 10 days’ notice to the Lenders and the Lead Borrower, at and the Required Lenders may remove the Administrative Agent for any time, resign reason upon twenty (20) days 20 days’ prior written notice to the Administrative Agent. If any Agent shall resign under this Agreement and the other Loan Documents or is removed by the Required Lenders, then the Letter Required Lenders shall appoint a successor agent for the Lenders, which successor agent shall (unless an Event of Credit Issuer Default under Section 7.01(b), (c), (h) or (i) shall have occurred and be continuing) be subject to approval by the Lead 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 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. Prior to any Administrative Agent’s resignation or removal hereunder as Administrative Agent, the retiring or removed Administrative Agent shall, in the event that a successor Administrative Agent is being appointed at the time of such resignation or removal, take such action as may be reasonably necessary to assign to the successor Administrative Agent its rights as Administrative Agent under the Loan Documents. A retiring or removed Administrative Agent shall, in the event that a successor Administrative Agent is not appointed at the time of such resignation or removal, take all actions reasonably requested by the Lead Borrower Partiesor the Required Lenders (for a reasonable period of time, provided, however, not to exceed 60 days) (including providing the Lead Borrower and the Required Lenders with a copy of the Registrar and other documents and information in the possession of the resigning or removed Administrative Agent that except is reasonably requested by the Required Lenders or the Lead Borrower) in connection with (ax) in the case of a merger by the Required Lenders, the Required Lenders’ performance of the duties and obligations of the Administrative Agent with another financial institution under the Loan Documents and (even if the Administrative Agent is not the surviving entity), (by) in the event that such resignation is required for regulatory reasons as determined in good faith by the Administrative Agent, or (c) during the continuance of an Event of Default, any resignation by the Administrative Agent shall require the prior written consent case of the Credit PartiesBorrowers, which consent may be granted or withheld in the Credit PartiesBorrowers’ sole discretion, obligation to make payments directly to the Lenders and provide notices and information directly to the appointment of any successor Administrative Agent shall require the prior written approval of the Credit Parties (such approval not to be unreasonably withheld or delayed) and the Required Lenders. If no successor agent has accepted appointment as Administrative Agent by the date that is appointed prior to the effective date 10 days following a retiring Administrative Agent’s notice of the resignation or 20 days’ following a notice of the applicable Agentremoval, then the retiring Agent may appointor removed Administrative Agent’s resignation or removal shall nevertheless thereupon become effective, after consulting with the Lenders and the Credit Parties, a successor Agent from any of the Lenders. Upon the acceptance of its appointment as successor agent xxxxxxxxx, such successor agent Required Lenders shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring or removed Administrative Agent (other than as provided in Section 2.15 and other than any rights to indemnity payments or other amounts owed to the retiring or removed Administrative Agent as of the effectiveness of such resignation or retirement); provided that (A), solely for purposes of maintaining any security interest granted to the Administrative Agent under any Security Document for the benefit of the Secured Parties, the retiring Administrative Agent shall continue to be vested with such security interest as Collateral Agent for the benefit of the Secured Parties, and continue to be entitled to the rights set forth in such Security Document and Loan Document, and, in the case of any Collateral in the possession of the Administrative Agent, shall continue to hold such Collateral, in each case solely until such time as a successor Administrative Agent is appointed and shall assume the duties accepts such appointment in accordance with this Section (it being understood and obligations of such retiring Agent, and agreed that the retiring Administrative Agent shall have no duty or obligation to take any further action under any Security Document), (B) all payments required to be made hereunder or under any other Loan Document to the Administrative Agent for the account of any Person other than the Administrative Agent shall be discharged from its duties made directly to such Person and obligations as (C) all notices and other communications required or contemplated to be given or made to the Administrative Agent under this Credit Agreement and the other Loan Documentsshall also directly be given or made to each Lender. After any retiring or removed Administrative Agent’s resignation hereunder or removal, as applicable, as Administrative Agent, the provisions of this Section 11.9 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 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, the retiring Agent’s resignation shall nevertheless thereupon become effective Agreement and the applicable Lenders shall perform all other Loan Documents. Any resignation or removal of the duties of the Citi as Administrative Agent hereunder until such timeshall, if any, as the applicable Lenders appoint a successor agent as provided for above. Notwithstanding anything in this Section 11.9 unless Citi gives notice to the contraryLead Borrower otherwise, any Agent may subcontract certain of its duties hereunder to a third party so long as the applicable Agent remains primarily liable for the performance of its applicable obligations hereunder. Any resignation by HSBC as Administrative Agent pursuant to this Section 11.9 shall also constitute its resignation as Issuing Bank and the Swingline Lender effective as of the date of effectiveness of its resignation or removal as Administrative Agent as provided above; it being understood that in the event of any such resignation, any Letter of Credit Issuerthen outstanding shall remain outstanding (irrespective of whether any amounts have been drawn at such time). Upon the acceptance of a successor’s appointment as Administrative Agent hereunder, (a) such successor shall, unless the Lead Borrower otherwise appoints any Lender that is willing to accept such appointment as successor Issuing Bank or Swingline Lender hereunder, succeed as Issuing Bank or Swingline Lender. Upon the acceptance of any appointment as Issuing Bank or Swingline Lender hereunder by a successor Issuing Bank or Swingline Lender, as applicable, such successor Issuing Bank or Swingline Lender, as applicable, shall thereupon succeed to and become vested with all of the rights, powers, privileges and duties of the retiring Letter of Credit Issuerresigning Issuing Bank or Swingline Lender, (b) as applicable, and the retiring Letter of Credit Issuer resigning Issuing Bank and Swingline Lender, as applicable, shall be discharged from all of their respective its duties and obligations hereunder or under in such capacity hereunder. In the other Loan Documents after giving effect to clause (c) below, and (c) as a condition to becoming event the Letter of Credit IssuerSwingline Lender resigns, the successor Letter of Credit Issuer Borrowers shall issue letters of credit in substitution for promptly repay all outstanding Swingline Loans on the Letters of Credit, if any, outstanding at the time effective date of such succession or make other arrangement satisfactory to resignation (which repayment may be effectuated with the retiring Letter proceeds of Credit Issuer to effectively assume the obligations of the retiring Letter of Credit Issuer with respect to such Letters of Credita Borrowing).

Successor Agent. Any Each Agent may, may resign as such at any time, resign time upon twenty (20) days written at least 30 days' prior notice to the Lenders, the Letter of Credit Issuer Issuing Bank and Borrower. Upon any such resignation, the Borrower PartiesRequired Lenders shall have the right, provided, however, that except (a) in with the case of a merger by the Administrative Agent with another financial institution (even if the Administrative Agent is not the surviving entity), (b) in the event that such resignation is required for regulatory reasons as determined in good faith by the Administrative Agent, or (c) during the continuance of an Event of Default, any resignation by the Administrative Agent shall require the prior written consent of the Credit Parties, which consent may be granted or withheld in the Credit Parties’ sole discretion, and the appointment of any successor Administrative Agent shall require the prior written approval of the Credit Parties Borrower (such approval not to be unreasonably withheld or delayed) ), to appoint a successor Agent from among the Lenders; provided, that no consent of Borrower shall be required if an Event of Default has occurred and the Required Lendersis continuing. If no successor agent is shall have been so appointed prior to by the effective date Required Lenders and shall have accepted such appointment within 30 days after the retiring Agent gives notice of the resignation of the applicable Agentits resignation, then the retiring Agent may appointmay, after consulting with on behalf of the Lenders and the Credit PartiesIssuing Bank, appoint a successor Agent from any with the consent of Borrower (not to be unreasonably withheld or delayed), which successor shall be a commercial banking institution organized under the laws of the LendersUnited 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 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 Agent's resignation shall nevertheless thereupon become effective, and the Lenders shall assume and perform all of the duties of the Agent hereunder until such time, if any, as the Required Lenders appoint a successor Agent. Upon the acceptance of its appointment as successor agent xxxxxxxxxan Agent hereunder by a successor, such successor agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring Agent, and shall assume the duties and obligations of such retiring Agent, and the retiring Agent shall be discharged from its duties and obligations hereunder. The fees payable by Borrower to a successor Agent shall be the same as Agent under this Credit Agreement those payable to its predecessor unless otherwise agreed between Borrower and the other Loan Documentssuch successor. After any retiring an Agent’s 's resignation hereunder as Agenthereunder, the provisions of this Article X and Section 11.9 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 Agent under this Credit Agreement. If no successor agent has accepted appointment acting as Agent by 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 applicable Lenders shall perform all of the duties of the Administrative Agent hereunder until such time, if any, as the applicable Lenders appoint a successor agent as provided for above. Notwithstanding anything in this Section 11.9 to the contrary, any Agent may subcontract certain of its duties hereunder to a third party so long as the applicable Agent remains primarily liable for the performance of its applicable obligations hereunder. Any resignation by HSBC as Administrative Agent pursuant to this Section 11.9 shall also constitute its resignation as Letter of Credit Issuer. Upon the acceptance of a successor’s appointment as Administrative Agent hereunder, (a) such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring Letter of Credit Issuer, (b) the retiring Letter of Credit Issuer shall be discharged from all of their respective duties and obligations hereunder or under the other Loan Documents after giving effect to clause (c) below, and (c) as a condition to becoming the Letter of Credit Issuer, the successor Letter of Credit Issuer shall issue letters of credit in substitution for the Letters of Credit, if any, outstanding at the time of such succession or make other arrangement satisfactory to the retiring Letter of Credit Issuer to effectively assume the obligations of the retiring Letter of Credit Issuer with respect to such Letters of Credit.

Successor Agent. Any Each Agent may, may resign as such at any time, resign time upon twenty (20) days written at least 30 days’ prior notice to the Lenders, the Letter of Credit Issuer Issuing Bank and Borrower. Upon any such resignation, the Borrower PartiesRequired Lenders shall have the right, provided, however, that except (a) in with the case of a merger by the Administrative Agent with another financial institution (even if the Administrative Agent is not the surviving entity), (b) in the event that such resignation is required for regulatory reasons as determined in good faith by the Administrative Agent, or (c) during the continuance of an Event of Default, any resignation by the Administrative Agent shall require the prior written consent of the Credit Parties, which consent may be granted or withheld in the Credit Parties’ sole discretion, and the appointment of any successor Administrative Agent shall require the prior written approval of the Credit Parties Borrower (such approval not to be unreasonably withheld or delayed) ), to appoint a successor Agent from among the Lenders; provided, that no consent of Borrower shall be required if an Event of Default has occurred and the Required Lendersis continuing. If no successor agent is shall have been so appointed prior to by the effective date Required Lenders and shall have accepted such appointment within 30 days after the retiring Agent gives notice of the resignation of the applicable Agentits resignation, then the retiring Agent may appointmay, after consulting with on behalf of the Lenders and the Credit PartiesIssuing Bank, appoint a successor Agent from any with the consent of Borrower (not to be unreasonably withheld), which successor shall be a commercial banking institution organized under the laws of the LendersUnited 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 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 Agent’s resignation shall nevertheless thereupon become effective, and the Lenders shall assume and perform all of the duties of the Agent hereunder until such time, if any, as the Required Lenders appoint a successor Agent. Upon the acceptance of its appointment as successor agent xxxxxxxxxan Agent hereunder by a successor, such successor agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring Agent, and shall assume the duties and obligations of such retiring Agent, and the retiring Agent shall be discharged from its duties and obligations hereunder. The fees payable by Borrower to a successor Agent shall be the same as Agent under this Credit Agreement those payable to its predecessor unless otherwise agreed between Borrower and the other Loan Documentssuch successor. After any retiring an Agent’s resignation hereunder as Agenthereunder, the provisions of this Article X and Section 11.9 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 Agent under this Credit Agreement. If no successor agent has accepted appointment acting as Agent by 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 applicable Lenders shall perform all of the duties of the Administrative Agent hereunder until such time, if any, as the applicable Lenders appoint a successor agent as provided for above. Notwithstanding anything in this Section 11.9 to the contrary, any Agent may subcontract certain of its duties hereunder to a third party so long as the applicable Agent remains primarily liable for the performance of its applicable obligations hereunder. Any resignation by HSBC as Administrative Agent pursuant to this Section 11.9 shall also constitute its resignation as Letter of Credit Issuer. Upon the acceptance of a successor’s appointment as Administrative Agent hereunder, (a) such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring Letter of Credit Issuer, (b) the retiring Letter of Credit Issuer shall be discharged from all of their respective duties and obligations hereunder or under the other Loan Documents after giving effect to clause (c) below, and (c) as a condition to becoming the Letter of Credit Issuer, the successor Letter of Credit Issuer shall issue letters of credit in substitution for the Letters of Credit, if any, outstanding at the time of such succession or make other arrangement satisfactory to the retiring Letter of Credit Issuer to effectively assume the obligations of the retiring Letter of Credit Issuer with respect to such Letters of Credit.

Successor Agent. Any The Agent maymay give written notice of its resignation at any time to the Lenders and the Borrower, and may be removed at any time, resign upon twenty (20) days written notice to with cause, by the Majority Lenders. Upon any such resignation or removal, the Letter Majority Lenders shall have the right (with the approval (not to be unreasonably withheld) of Credit Issuer and the Borrower PartiesBorrower, provided, however, that except unless (ai) in the case of a merger by the Administrative Agent with another financial institution (even if the Administrative such successor Agent is not DLJ Capital Funding, Inc., the surviving entity), (b) in the event that such resignation is required for regulatory reasons as determined in good faith by the Administrative Documentation Agent or a Co-Agent, or (cii) during the continuance of an Event of DefaultDefault has occurred and is continuing) to appoint a successor Agent, any resignation by who shall concurrently assume the Administrative Agent shall require the prior written consent rights and obligations of the Credit Parties, which consent may be granted or withheld Swing Line Lender hereunder (including the Swing Line Lender's commitment to fund Swing Line Borrowings and its interest in outstanding advances under the Credit Parties’ sole discretion, and the appointment of any successor Administrative Agent shall require the prior written approval of the Credit Parties (such approval not to be unreasonably withheld or delayed) and the Required LendersSwing Line). If no successor agent is Agent shall have been so appointed prior to by the effective date Majority Lenders and shall have accepted such appointment within thirty (30) days after the Agent's giving of notice of resignation or the Majority Lenders' removal of the resignation of the applicable Agent, then the retiring Agent may appointmay, after consulting with the Lenders and the Credit Parties, a successor Agent from any on behalf of the 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, having a combined capital and surplus of at least Five Hundred Million Dollars ($500,000,000). Upon the acceptance of its any appointment as Agent hereunder by a successor agent xxxxxxxxxAgent, such successor agent Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring Agent, Agent and shall assume the duties and obligations of such retiring AgentSwing Line Lender, and the retiring Agent and Swing Line Lender shall be discharged from its duties and obligations as Agent under this Credit Agreement Agreement. Until such acceptance by a successor Agent and Swing Line Lender, the other Loan Documentsretiring Agent shall continue as "Agent" and "Swing Line Lender" hereunder. After Notwithstanding any retiring Agent’s 's resignation or removal hereunder as Agent, the provisions of this Section 11.9 Article VIII shall inure to its benefit as to any actions taken or omitted to be taken by it while it was an Agent under this Credit Agreement. If no successor agent has accepted appointment as Any company into which the Agent by may be merged or converted, or with which it may be consolidated, and any company resulting from any merger, conversion or consolidation to which the date Agent shall be a party, and any company to 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 applicable Lenders shall perform Agent may sell or transfer all or substantially all of its agency relationships, shall be the duties of the Administrative Agent hereunder until such time, if any, as the applicable Lenders appoint a successor agent as provided for above. Notwithstanding anything in this Section 11.9 to the contraryAgent without the execution or filing of any paper or further act, any Agent may subcontract certain of its duties hereunder to a third party so long as the applicable Agent remains primarily liable for the performance of its applicable obligations hereunder. Any resignation by HSBC as Administrative Agent pursuant to this Section 11.9 shall also constitute its resignation as Letter of Credit Issuer. Upon the acceptance of a successor’s appointment as Administrative Agent hereunder, (a) such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring Letter of Credit Issuer, (b) the retiring Letter of Credit Issuer shall be discharged from all of their respective duties and obligations hereunder or under the other Loan Documents after giving effect to clause (c) below, and (c) as a condition to becoming the Letter of Credit Issuer, the successor Letter of Credit Issuer shall issue letters of credit in substitution for the Letters of Credit, if any, outstanding at the time of such succession or make other arrangement satisfactory anything herein to the retiring Letter of Credit Issuer to effectively assume the obligations of the retiring Letter of Credit Issuer with respect to such Letters of Creditcontrary notwithstanding.

Successor Agent. Any The Administrative Agent may, may resign at any time, resign upon twenty (20) days time by giving written notice thereof to the Lenders, the Letter of Credit Issuer Lenders and the Borrower Parties, provided, however, that except and may be removed by the Requisite Lenders either (a) in for good cause or (b) at any time that the case aggregate amount of a merger the Commitments held by the Administrative Agent with another financial institution (even if the Administrative Agent and its Affiliates is not the surviving entity)less than $20,000,000. Furthermore, (b) in the event that such resignation at any time the Administrative Agent assigns its entire interest as a Lender hereunder to an Eligible Assignee 112 120 as permitted by Section 11.7 hereof, which Eligible Assignee is required for regulatory reasons as determined in good faith by not an Affiliate of the Administrative Agent, or (c) during the continuance of an Event of Default, any resignation by then the Administrative Agent shall require resign as Administrative Agent. Upon any such resignation or removal (which shall be effective upon such date as a successor Agent accepts its appointment), the prior written consent of Requisite Lenders shall have the Credit Parties, which consent may be granted or withheld in the Credit Parties’ sole discretion, and the appointment of any right to appoint a successor Administrative Agent shall require the prior written approval of the Credit Parties (such approval not to be unreasonably withheld or delayed) and the Required LendersAgent. If no successor agent is Agent shall have been so appointed prior to by the effective date Requisite Lenders, and shall have accepted such appointment, within 30 days after the retiring Administrative Agent's giving of notice of resignation or the Requisite Lenders' removal of the resignation of the applicable retiring Administrative Agent, then the retiring Administrative Agent may appointmay, after consulting with the Lenders and the Credit Parties, a successor Agent from any 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, having a combined capital and surplus of at least $50,000,000. Upon the acceptance of its any appointment as Administrative Agent hereunder by a successor agent xxxxxxxxxAgent, such successor agent Administrative Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring Agent, and shall assume the duties and obligations of such retiring Administrative Agent, and the retiring Administrative Agent shall be discharged from its duties and obligations as Agent under this Credit Agreement and the other Loan Documents. After any retiring Administrative Agent’s 's resignation or removal hereunder as Administrative Agent, the provisions of this Section 11.9 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 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, the retiring Agent’s resignation shall nevertheless thereupon become effective Agreement and the applicable Lenders shall perform all of the duties of the Administrative Agent hereunder until such time, if any, as the applicable Lenders appoint a successor agent as provided for above. Notwithstanding anything in this Section 11.9 to the contrary, any Agent may subcontract certain of its duties hereunder to a third party so long as the applicable Agent remains primarily liable for the performance of its applicable obligations hereunder. Any resignation by HSBC as Administrative Agent pursuant to this Section 11.9 shall also constitute its resignation as Letter of Credit Issuer. Upon the acceptance of a successor’s appointment as Administrative Agent hereunder, (a) such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring Letter of Credit Issuer, (b) the retiring Letter of Credit Issuer shall be discharged from all of their respective duties and obligations hereunder or under the other Loan Documents after giving effect to clause (c) below, and (c) as a condition to becoming the Letter of Credit Issuer, the successor Letter of Credit Issuer shall issue letters of credit in substitution for the Letters of Credit, if any, outstanding at the time of such succession or make other arrangement satisfactory to the retiring Letter of Credit Issuer to effectively assume the obligations of the retiring Letter of Credit Issuer with respect to such Letters of CreditDocuments.

Successor Agent. Any (i) the Administrative Agent mayor the Collateral Agent may be removed by the Borrower or the Required Lenders if the Administrative Agent, at any timethe Collateral Agent or a controlling affiliate of the Administrative Agent or the Collateral Agent is subject to an Agent Default and (ii) the Administrative Agent and the Collateral Agent may resign as Administrative Agent or Collateral Agent, resign respectively, in each case upon twenty (20) days written 10 days’ notice to the LendersAdministrative Agent, the Letter of Credit Issuer Collateral Agent, the Lenders and the Borrower PartiesBorrower, provided, however, that except as applicable (a) in the case of a merger by “Resignation Effective Date”). If the Administrative Agent with another financial institution or the Collateral Agent shall be removed by the Borrower or the Required Lenders pursuant to clause (even i) above or if the Administrative Agent is not or the surviving entity)Collateral Agent shall resign as Administrative Agent or Collateral Agent, (b) in as applicable, under this Agreement and the event other Loan Documents, then the Required Lenders shall appoint from among the Lenders a successor agent for the Lenders, which such successor agent shall be subject to approval by the Borrower; provided that such resignation is required for regulatory reasons as determined in good faith approval by the Administrative Agent, or (c) during the continuance of an Event of Default, any resignation by the Administrative Agent shall require the prior written consent of the Credit Parties, which consent may be granted or withheld Borrower in the Credit Parties’ sole discretion, and connection with the appointment of any successor Administrative Agent shall require only be required so long as no Event of Default under Subsection 9.1(a) or (f) has occurred and is continuing; provided further, that the prior written Borrower shall not unreasonably withhold its approval of the Credit Parties (any successor Administrative Agent if such approval not to be unreasonably withheld or delayed) successor is a commercial bank with a consolidated combined capital and the Required Lenders. If no successor agent is appointed prior to the effective date surplus of the resignation of the applicable Agent, then the retiring Agent may appoint, after consulting with the Lenders and the Credit Parties, a successor Agent from any of the Lendersat least $5,000,000,000. Upon the acceptance successful appointment of its appointment as a successor agent xxxxxxxxxagent, such successor agent shall thereupon succeed to and become vested with all the rights, powers, privileges powers and duties of the retiring Administrative Agent or the Collateral Agent, and shall assume the duties and obligations of such retiring Agentas applicable, and the retiring Agent term “Administrative Agent” or “Collateral Agent”, as applicable, shall be discharged from its duties mean such successor agent effective upon such appointment and obligations as Agent under this Credit Agreement and approval. Whether or not a successor agent has been appointed, such resignation shall become effective in accordance with such notice on the other Loan DocumentsResignation Effective Date. After any retiring Agent’s resignation hereunder or removal as Agent, the provisions of this Section 11.9 Subsection 10 (including this Subsection 10.9) shall inure to its benefit as to any actions taken or omitted to be taken by it while it was an 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, the retiring Agent’s resignation shall nevertheless thereupon become effective Agreement and the applicable Lenders shall perform all of the duties of the Administrative Agent hereunder until such time, if any, as the applicable Lenders appoint a successor agent as provided for above. Notwithstanding anything in this Section 11.9 to the contrary, any Agent may subcontract certain of its duties hereunder to a third party so long as the applicable Agent remains primarily liable for the performance of its applicable obligations hereunder. Any resignation by HSBC as Administrative Agent pursuant to this Section 11.9 shall also constitute its resignation as Letter of Credit Issuer. Upon the acceptance of a successor’s appointment as Administrative Agent hereunder, (a) such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring Letter of Credit Issuer, (b) the retiring Letter of Credit Issuer shall be discharged from all of their respective duties and obligations hereunder or under the other Loan Documents after giving effect Documents. The fees payable by the Borrower to clause (c) below, a successor Administrative Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Borrower and (c) as a condition to becoming the Letter of Credit Issuer, the successor Letter of Credit Issuer shall issue letters of credit in substitution for the Letters of Credit, if any, outstanding at the time of such succession or make other arrangement satisfactory to the retiring Letter of Credit Issuer to effectively assume the obligations of the retiring Letter of Credit Issuer with respect to such Letters of Creditsuccessor.

Successor Agent. Any Agent may, at any time, resign upon twenty (20) days written notice to the Lenders, the Letter of Credit Issuer and the Borrower Parties, provided, however, that except (a) in Subject to the case terms of a merger by this paragraph, the Administrative Agent xxx resign at any time from its capacity as such. In connection with another financial institution (even if the Administrative Agent is not the surviving entity)such resignation, (b) in the event that such resignation is required for regulatory reasons as determined in good faith by the Administrative Agent, or (c) during the continuance of an Event of Default, any resignation by the Administrative Agent shall require give notice of its intent to resign to the prior written consent of the Credit Parties, which consent may be granted or withheld in the Credit Parties’ sole discretion, Lenders and the appointment Borrower. Upon receipt of any successor Administrative Agent shall require the prior written approval such notice of the Credit Parties (such approval not to be unreasonably withheld or delayed) and resignation, the Required LendersLenders shall have the right, in consultation with the Borrower, to appoint a successor administrative agent. If no successor administrative agent is shall have been so appointed prior by the Required Xxxxxxx and shall have accepted such appointment within thirty (30) days after the retiring Administrative Agent gives notice of its intent to the effective date of the resignation of the applicable Agentresign, then the retiring Administrative Agent may appointmay, after consulting with the Lenders and the Credit Parties, a successor Agent from any on behalf of the Lenders, appoint a successor Administrative Agent, which shall be a bank with an office in New York, New York, or an Affiliate of any such bank. Upon the acceptance of its appointment as successor agent xxxxxxxxxAdministrative Agent hereunder by a successor, such successor agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring Agent, and shall assume the duties and obligations of such retiring Administrative Agent, and the retiring Administrative Agent shall be discharged from its duties and obligations as Agent hereunder and under this Credit Agreement and the other Loan Documents. After any retiring Agent’s resignation hereunder The fees payable by the Borrower to a successor Administrative Agent shall be the same as Agent, those payable to its predecessor unless otherwise agreed by the provisions Borrower and such successor. (b) Notwithstanding paragraph (a) of this Section 11.9 shall inure to its benefit as to any actions taken or omitted to be taken by it while it was an Agent under this Credit Agreement. If 11.06, in the event no successor agent has Administrative Agent shall have been so appointed and shall have accepted such appointment as Agent by the date which is within thirty (30) days following a after the retiring Agent’s Administrative Agent gives notice of resignationits intent to resign, the retiring Agent’s Administrative Agent may give notice of the effectiveness of its resignation shall nevertheless thereupon become effective to the Lenders and the applicable Lenders shall perform all Borrower, whereupon, on the date of the duties effectiveness of the Administrative Agent hereunder until such time, if any, as the applicable Lenders appoint a successor agent as provided for above. Notwithstanding anything resignation stated in this Section 11.9 to the contrary, any Agent may subcontract certain of its duties hereunder to a third party so long as the applicable Agent remains primarily liable for the performance of its applicable obligations hereunder. Any resignation by HSBC as Administrative Agent pursuant to this Section 11.9 shall also constitute its resignation as Letter of Credit Issuer. Upon the acceptance of a successor’s appointment as Administrative Agent hereundersuch notice, (a) the retiring Administrative Agent shall be discharged from its duties and obligations hereunder and under the other Loan Documents, provided that, solely for purposes of maintaining any security interest granted to the Administrative Agent under any Collateral Document for the benefit of the Credit Parties, the retiring Administrative Agent shall continue to be vested with such security interest as collateral agent for the benefit of the Credit Parties, and continue to be entitled to the rights set forth in such Collateral Document and Loan Document and, in the case of any Collateral in the possession of the Administrative Agent, shall continue to hold such Collateral, in each case until such time as a successor Administrative Agent is appointed and accepts such appointment in accordance with this Section (it being understood and agreed that the retiring Administrative Agent shall have no duty or obligation to take any further action under any Collateral Document, including any action required to maintain the perfection of any such security interest), and (b) the Required Lenders shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring Letter of Credit IssuerAdministrative Agent, provided, further that (bi) the retiring Letter of Credit Issuer shall all payments required to be discharged from all of their respective duties and obligations made hereunder or under the any other Loan Documents after giving Document to the Administrative Agent for the account of any Person other than the Administrative Agent shall be made directly to such Person and (ii) all notices and other communications required or contemplated to be given or made to the Administrative Agent shall also directly be given or made to each Lender. Following the effectiveness of the Administrative Agent’s resignation from its capacity as such, the provisions of this Article and Section 10.07, as well as any exculpatory, reimbursement and indemnification provisions set forth in any other Loan Document, shall continue in effect for the benefit of such retiring Administrative Agent, its subagents and their respective Related Parties in respect of any actions taken or omitted to be taken by any of them while it was acting as Administrative Agent and in respect of the matters referred to in the proviso under clause (ca) below, and (c) as a condition to becoming the Letter of Credit Issuer, the successor Letter of Credit Issuer shall issue letters of credit in substitution for the Letters of Credit, if any, outstanding at the time of such succession or make other arrangement satisfactory to the retiring Letter of Credit Issuer to effectively assume the obligations of the retiring Letter of Credit Issuer with respect to such Letters of Creditabove.

Successor Agent. Any The Administrative Agent may, may resign at any time, resign upon twenty (20) days time by giving written notice thereof to the Lenders, the Letter of Credit Issuer Lenders and the Borrower Parties, provided, however, that except (a) in the case of a merger and may be removed by the Administrative Agent with another financial institution (even if the Administrative Agent is not the surviving entity), (b) Super Majority Lenders in the event that such resignation the Administrative Agent commits a willful breach of, or is required for regulatory reasons grossly negligent in the performance of, its material obligations hereunder. Furthermore, in the event that at any time the Administrative Agent assigns its entire interest as determined in good faith a Lender hereunder to an Eligible Assignee as permitted by Section 10.7 hereof, which Eligible Assignee is not an Affiliate of the Administrative Agent, or (c) during the continuance of an Event of Default, any resignation by then the Administrative Agent shall require resign as Administrative Agent. Upon any such resignation or removal (which shall be effective upon such date as a successor Agent accepts its appointment), the prior written consent of Majority Lenders shall have the Credit Parties, which consent may be granted or withheld in the Credit Parties’ sole discretion, and the appointment of any right to appoint a successor Administrative Agent shall require the prior written approval of the Credit Parties (such approval not to be unreasonably withheld or delayed) and the Required LendersAgent. If no successor agent is Agent shall have been so appointed prior to by the effective date Majority Lenders, and shall have accepted such appointment, within 30 days after the retiring Administrative Agent's giving of notice of resignation or the Super Majority Lenders' removal of the resignation of the applicable retiring Administrative Agent, then the retiring Administrative Agent may appointmay, after consulting with the Lenders and the Credit Parties, a successor Agent from any 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, having a combined capital and surplus of at least $50,000,000. Upon the acceptance of its any appointment as Administrative Agent hereunder by a successor agent xxxxxxxxxAgent, such successor agent Administrative Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring Agent, and shall assume the duties and obligations of such retiring Administrative Agent, and the retiring Administrative Agent shall be discharged from its duties and 97 105 obligations as Agent under this Credit Agreement and the other Loan Documents. After any retiring Administrative Agent’s 's resignation or removal hereunder as Administrative Agent, the provisions of this Section 11.9 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 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, the retiring Agent’s resignation shall nevertheless thereupon become effective Agreement and the applicable Lenders shall perform all of the duties of the Administrative Agent hereunder until such time, if any, as the applicable Lenders appoint a successor agent as provided for above. Notwithstanding anything in this Section 11.9 to the contrary, any Agent may subcontract certain of its duties hereunder to a third party so long as the applicable Agent remains primarily liable for the performance of its applicable obligations hereunder. Any resignation by HSBC as Administrative Agent pursuant to this Section 11.9 shall also constitute its resignation as Letter of Credit Issuer. Upon the acceptance of a successor’s appointment as Administrative Agent hereunder, (a) such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring Letter of Credit Issuer, (b) the retiring Letter of Credit Issuer shall be discharged from all of their respective duties and obligations hereunder or under the other Loan Documents after giving effect to clause (c) below, and (c) as a condition to becoming the Letter of Credit Issuer, the successor Letter of Credit Issuer shall issue letters of credit in substitution for the Letters of Credit, if any, outstanding at the time of such succession or make other arrangement satisfactory to the retiring Letter of Credit Issuer to effectively assume the obligations of the retiring Letter of Credit Issuer with respect to such Letters of CreditDocuments.

Successor Agent. Any Agent may, at any time, resign upon twenty (20) days written notice to the Lenders, the Letter of Credit Issuer and the Borrower Parties, provided, however, that except (a) in The Agent may resign at any time by giving notice thereof to the case of Lenders and the Borrower. Upon any such resignation, the Required Lenders shall have the right to appoint a merger successor Agent, subject to approval by the Administrative Agent with another financial institution (even if the Administrative Agent is not the surviving entity), (b) in the event Borrower provided that such resignation is required for regulatory reasons as determined in good faith by the Administrative Agent, no Default or (c) during the continuance of an Event of Default, any resignation by the Administrative Agent Default shall require the prior written consent of the Credit Parties, which consent may be granted or withheld in the Credit Parties’ sole discretion, and the appointment of any successor Administrative Agent shall require the prior written approval of the Credit Parties exist at such time (such approval not to be unreasonably withheld withheld, delayed or delayed) and the Required Lendersconditioned). If no successor agent is appointed prior to Agent shall have been so appointed, and shall have accepted such appointment within 30 days after the effective date retiring Agent gives notice of the resignation of the applicable Agentresignation, then the retiring Agent may appointmay, after consulting with on behalf of the Lenders Lenders, appoint a successor Agent, which shall be a commercial bank organized under the laws of the United States of America or any state thereof or a bank which maintains an office in the United States, having a combined capital and the Credit Parties, surplus of at least $500,000,000. No Person shall become a successor Agent from any unless and until it has agreed in writing to be bound by the terms and provisions of the Lenders. Intercreditor Agreement as if such Person were an original party thereto and delivered a copy of such writing to the ABL Agent. (b) Upon the acceptance of its appointment as successor agent xxxxxxxxxthe Agent hereunder by a successor, such successor agent Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring Agent, and shall assume the duties and obligations of such retiring Agent, and the retiring Agent shall be discharged from its duties and obligations as Agent under this Credit Agreement and the other Loan Documents. If within 45 days after written notice is given of the retiring Agent’s resignation under this Section 9.7 no successor Agent shall have been appointed and shall have accepted such appointment, then on such 45th day (i) the retiring Agent’s resignation shall become effective, (ii) the retiring Agent shall thereupon be discharged from its duties and obligations under the Loan Documents and (iii) the Required Lenders shall thereafter perform all duties of the retiring Agent under the Loan Documents until such time as the Required Lenders appoint a successor Agent as provided above. After any retiring Agent’s resignation hereunder as Agenthereunder, the provisions of this Section 11.9 Article shall inure to continue in effect for the benefit of such retiring Agent and its benefit as to representatives and agents in respect of any actions taken or omitted to be not taken by it any of them while it was an serving as the Agent. (c) The Required Lenders may at any time by written notice thereof to the 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, the retiring Agent’s resignation shall nevertheless thereupon become effective and the applicable Borrower remove the Agent. The Required Lenders shall perform all have the right, with the consent of the duties of the Administrative Agent hereunder until such time, if any, as the applicable Lenders appoint a successor agent as provided for above. Notwithstanding anything in this Section 11.9 to the contrary, any Agent may subcontract certain of its duties hereunder to a third party Borrower so long as the applicable Agent remains primarily liable for the performance no Event of its applicable obligations hereunder. Any resignation by HSBC as Administrative Agent pursuant Default has occurred and is continuing (such consent not to this Section 11.9 shall also constitute its resignation as Letter of Credit Issuerbe unreasonably withheld, delayed or conditioned), to appoint a successor. Upon the acceptance of a successor’s appointment as Administrative Agent hereunder, (a) such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring Letter of Credit Issuer(or retired) Agent, (b) and the retiring Letter of Credit Issuer Agent shall be discharged from all of their respective its duties and obligations hereunder or under the other Loan Documents after giving (if not already discharged therefrom as provided above in this Section). After the removal hereunder and under the other Loan Documents by the retiring Agent, the provisions of this Article and Section 10.3 shall continue in effect for the benefit of such retiring Agent and its sub-agents and their respective Related Parties in respect of any actions taken or omitted to clause be taken by any of them while the retiring Agent was acting as Agent. (cd) below, Notwithstanding the foregoing clauses (b) and (c) ), a retiring Agent shall continue in its obligations to hold collateral security on behalf of the Secured Parties until such time as a condition to becoming successor Agent is appointed. Upon the Letter appointment of Credit Issuersuch successor Agent, the retiring Agent shall deliver all collateral then in its possession to such successor Letter of Credit Issuer shall issue letters of credit Agent, and assist such successor Agent in substitution for transferring, amending or otherwise updating any public filings made to perfect or otherwise make public the Letters of Credit, if any, outstanding at the time of such succession or make other arrangement satisfactory to the retiring Letter of Credit Issuer to effectively assume the obligations security interests and Liens of the retiring Letter Agents and the other holders of Credit Issuer with respect to such Letters of Creditthe Obligations.

Successor Agent. Any The Agent may, at any time, may resign as Agent upon twenty ten (2010) days written days’ notice to the Lenders, the Letter of Credit Issuer and the Borrower Parties, provided, however, that except (a) in the case of a merger by the Administrative Agent with another financial institution (even if the Administrative Agent is not the surviving entity), (b) in the event that such resignation is required for regulatory reasons as determined in good faith by the Administrative Agent, or (c) during the continuance of an Event of Default, any resignation by the Administrative Agent shall require the prior written consent of the Credit Parties, which consent may be granted or withheld in the Credit Parties’ sole discretion, and the appointment of any successor Administrative Agent shall require the prior written approval of the Credit Parties (such approval not to be unreasonably withheld or delayed) and the Required Lenders. If no successor agent is appointed prior to the effective date of the resignation of the applicable Agent, then the retiring Agent may appoint, after consulting with the Lenders and the Credit Parties, a successor Agent from any of Borrower. If the Lenders. Upon the acceptance of its appointment as successor agent xxxxxxxxx, such successor agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring Agent, and shall assume the duties and obligations of such retiring Agent, and the retiring Agent shall be discharged from its duties and obligations resign as Agent under this Credit Agreement and the other Loan Documents, then the Required Lenders shall appoint a successor agent for the Lenders, which successor agent shall (unless an Event of Default under Section 7(a) or Section 7(f) with respect to the Borrower 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 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 agent has accepted appointment as Agent by the date that is 10 days following a retiring Agent’s notice of resignation, the retiring Agent’s resignation shall nevertheless thereupon become effective, and the Lenders shall assume and 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. After any retiring Agent’s resignation hereunder as Agent, the provisions of this Section 11.9 8 shall inure to its benefit as to any actions taken or omitted to be taken by it while it was an 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, the retiring Agent’s resignation shall nevertheless thereupon become effective Agreement and the applicable Lenders shall perform all of the duties of the Administrative Agent hereunder until such time, if any, as the applicable Lenders appoint a successor agent as provided for above. Notwithstanding anything in this Section 11.9 to the contrary, any Agent may subcontract certain of its duties hereunder to a third party so long as the applicable Agent remains primarily liable for the performance of its applicable obligations hereunder. Any resignation by HSBC as Administrative Agent pursuant to this Section 11.9 shall also constitute its resignation as Letter of Credit Issuer. Upon the acceptance of a successor’s appointment as Administrative Agent hereunder, (a) such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring Letter of Credit Issuer, (b) the retiring Letter of Credit Issuer shall be discharged from all of their respective duties and obligations hereunder or under the other Loan Documents after giving effect Documents. Any corporation or other company into which the Agent may be merged or converted or with which it may be consolidated, or any corporation or other company resulting from any merger, conversion or consolidation to clause (c) belowwhich the Agent shall be a party, and (c) as a condition or any corporation or other company succeeding to becoming the Letter business of Credit Issuer, the Agent shall be the successor Letter of Credit Issuer shall issue letters the Agent hereunder without the execution or filing of credit in substitution for any paper with any party hereto or any further act on the Letters part of Creditany of the parties hereto, if anyexcept where an instrument of transfer or assignment is required by law to effect such succession, outstanding at the time of such succession or make other arrangement satisfactory anything herein to the retiring Letter of Credit Issuer to effectively assume the obligations of the retiring Letter of Credit Issuer with respect to such Letters of Creditcontrary notwithstanding.

Successor Agent. Any Agent may, at any time, resign upon twenty (20) days written notice to the Lenders, the Letter of Credit Issuer Lenders and the Borrower Parties, provided, however, that except (a) in the case of a merger by the Administrative Agent with another financial institution (even if the Administrative Agent is not the surviving entity), (b) in the event that such resignation is required for regulatory reasons as determined in good faith by the Administrative Agent, or (c) during the continuance of an Event of DefaultDefault of the type described in Section 10.1(a), (i) or (j) hereof, or any other Event of Default which has continued uncured for a period of sixty (60) USActive 58236919.3 -112- days, any resignation by the Administrative Agent shall require the prior written consent of the Credit PartiesBorrowers, which consent may be granted or withheld in the Credit PartiesBorrowers’ sole discretion, and the appointment of any successor Administrative Agent shall require the prior written approval of the Credit Parties Borrowers (such approval not to be unreasonably withheld or delayed) and the Required Lenders. In no event may any Competitor be appointed successor Administrative Agent hereunder. Also, the Administrative Agent may be removed at the direction of the Borrowers and the Required Lenders (excluding the vote of the Lender then serving as Administrative Agent) in the event that because of a change in circumstances, the Administrative Agent, through legal or regulatory impediment or otherwise, is in fact not discharging its material responsibilities and obligations as Administrative Agent hereunder. In the event of such removal of the Administrative Agent, the Borrowers and the Required Lenders shall appoint a successor to the Administrative Agent from amongst the Lenders (with the consent of such successor). If no successor agent is appointed prior to the effective date of the resignation of the applicable Agent, then the retiring Agent may appoint, after consulting with the Lenders and the Credit PartiesBorrowers, a successor Agent from any of the Lenders. Upon the acceptance of its appointment as successor agent xxxxxxxxx, such successor agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring or removed Agent, and shall assume the duties and obligations of such retiring or removed Agent, and the retiring or removed Agent shall be discharged from its duties and obligations as Agent under this Credit Agreement and the other Loan Documents. After any retiring or removed Agent’s resignation or removal hereunder as Agent, the provisions of this Section 11.9 11.10 and shall inure to its benefit as to any actions taken or omitted to be taken by it while it was an 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 or removed Agent’s notice of resignationresignation or the related removal direction of the Borrowers and the Required Lenders as provided for above, the retiring or removed Agent’s resignation or removal shall nevertheless thereupon become effective and the applicable Lenders shall perform all of the duties of the Administrative Agent hereunder until such time, if any, as the applicable Lenders appoint a successor agent as provided for above. Notwithstanding anything in this Section 11.9 11.10 to the contrary, any Agent may subcontract certain of its duties hereunder to a third third-party so long as the applicable Agent remains primarily liable for the performance of its applicable obligations hereunder. Any resignation by HSBC as Administrative Agent pursuant to this Section 11.9 shall also constitute its resignation as Letter of Credit Issuer. Upon the acceptance of a successor’s appointment as Administrative Agent hereunder, (a) such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring Letter of Credit Issuer, (b) the retiring Letter of Credit Issuer shall be discharged from all of their respective duties and obligations hereunder or under the other Loan Documents after giving effect to clause (c) below, and (c) as a condition to becoming the Letter of Credit Issuer, the successor Letter of Credit Issuer shall issue letters of credit in substitution for the Letters of Credit, if any, outstanding at the time of such succession or make other arrangement satisfactory to the retiring Letter of Credit Issuer to effectively assume the obligations of the retiring Letter of Credit Issuer with respect to such Letters of Credit.

Successor Agent. Any Each Agent may, may resign as such at any time, resign time upon twenty (20) days written at least 10 days’ prior notice to the Lenders, the Letter of Credit Issuer Issuing Bank and the Administrative Borrower Partiesand without notice to the Bank Product Providers. Upon any such resignation, providedthe Required Lenders shall have the right, however, that except (a) in the case of a merger by consultation with the Administrative Agent with another financial institution (even if the Administrative Agent is not the surviving entity)Borrower, (b) in the event that such resignation is required for regulatory reasons so long as determined in good faith by the Administrative Agent, or (c) during the continuance of an no Event of DefaultDefault shall have then occurred and be continuing, any resignation by to appoint a successor Agent from among the Administrative Agent shall require the prior written consent of the Credit Parties, which consent may be granted or withheld in the Credit Parties’ sole discretion, and the appointment of any successor Administrative Agent shall require the prior written approval of the Credit Parties (such approval not to be unreasonably withheld or delayed) and the Required Lenders. If no successor agent is shall have been so appointed prior to by the effective date Required Lenders and shall have accepted such appointment within 10 days after the retiring Agent gives notice of the resignation of the applicable Agentits resignation, then the retiring Agent may appointmay, after consulting with on behalf of the Lenders and the Credit PartiesIssuing Bank, appoint a successor Agent from any Agent, which successor shall be a commercial banking institution or other finance company organized under the laws of the LendersUnited 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 such retiring Agent is unable to find a commercial banking institution or other finance company that is willing to accept such appointment and which meets the qualifications set forth above, the retiring Agent’s resignation shall nevertheless thereupon become effective and the retiring (or retired) Agent shall be discharged from its duties and obligations under the ABL Loan Documents, and the Lenders shall assume and perform all of the duties of the Agent under the ABL Loan Documents until such time, if any, as the Required Lenders appoint a successor Agent. Upon the acceptance of its appointment as successor agent xxxxxxxxxan Agent hereunder by a successor, such successor agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring Agent, and shall assume the duties and obligations of such retiring Agent, and the retiring (or retired) Agent shall be discharged from its duties and obligations as Agent under this Credit Agreement and the other ABL Loan Documents. The fees payable by the Borrowers to a successor Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Borrowers and such successor. After any retiring an Agent’s resignation hereunder as Agenthereunder, the provisions of this Article X, Section 11.9 11.03 and Sections 11.08 to 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 Agent under this Credit Agreement. If no successor agent has accepted appointment acting as Agent by 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 applicable Lenders shall perform all of the duties of the Administrative Agent hereunder until such time, if any, as the applicable Lenders appoint a successor agent as provided for above. Notwithstanding anything in this Section 11.9 to the contrary, any Agent may subcontract certain of its duties hereunder to a third party so long as the applicable Agent remains primarily liable for the performance of its applicable obligations hereunder. Any resignation by HSBC as Administrative Agent pursuant to this Section 11.9 shall also constitute its resignation as Letter of Credit Issuer. Upon the acceptance of a successor’s appointment as Administrative Agent hereunder, (a) such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring Letter of Credit Issuer, (b) the retiring Letter of Credit Issuer shall be discharged from all of their respective duties and obligations hereunder or under the other Loan Documents after giving effect to clause (c) below, and (c) as a condition to becoming the Letter of Credit Issuer, the successor Letter of Credit Issuer shall issue letters of credit in substitution for the Letters of Credit, if any, outstanding at the time of such succession or make other arrangement satisfactory to the retiring Letter of Credit Issuer to effectively assume the obligations of the retiring Letter of Credit Issuer with respect to such Letters of Credit.

Successor Agent. Any Agent may, may resign at any time, resign upon twenty time by giving five (205) days Business Days’ written notice thereof to the Lenders, each Issuing Bank, the Letter of Credit Issuer other Agent, the Co-Borrowing Base Agents and the Borrower Parties, provided, however, that except (a) in the case of a merger by the Administrative Agent with another financial institution (even if the Administrative Agent is not the surviving entity), (b) in the event that Borrowers. Upon any such resignation is required for regulatory reasons as determined in good faith by the Administrative of any Agent, or (c) during the continuance of an Required Lenders shall have the right to appoint a successor Agent, which so long as there is no Event of Default, any resignation by Default shall be reasonably satisfactory to the Administrative Agent Borrowers (whose consent shall require the prior written consent of the Credit Parties, which consent may be granted or withheld in the Credit Parties’ sole discretion, and the appointment of any successor Administrative Agent shall require the prior written approval of the Credit Parties (such approval not to be unreasonably withheld or delayed) and the Required Lenders). If no successor agent is Agent shall have been so appointed prior to by the effective date Required Lenders and shall have accepted such appointment, within 30 days after the retiring Agent’s giving of the resignation notice of the applicable Agentresignation, then the retiring Agent may appointmay, after consulting with on behalf of the Lenders Lenders, the other Agent, the Co-Borrowing Base Agents and the Credit PartiesIssuing Banks, appoint a successor Agent from any which shall be (a) a financial institution having a rating of not less than A or its equivalent by S&P or, (b) a Lender capable of complying with all of the Lendersduties of such Agent hereunder (in the opinion of the retiring Agent and as certified to the Lenders in writing by such successor Agent) which, in the case of (a) and (b) above, so long as there is no Event of Default shall be reasonably satisfactory to the Borrowers (whose consent shall not be unreasonably withheld or delayed). Upon the acceptance of its any appointment as Agent by a successor agent xxxxxxxxxAgent, such successor agent Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring Agent, and shall assume the duties and obligations of such retiring Agent, Agent and the retiring Agent shall be discharged from its duties and obligations as Agent under this Credit Agreement and the other Loan DocumentsAgreement. After any retiring Agent’s resignation hereunder as such Agent, the provisions of this Section 11.9 Article VIII shall inure to its benefit as to any actions taken or omitted to be taken by it while it was an such Agent under this Credit Agreement. If no successor agent has accepted appointment as Any Co-Borrowing Base Agent may resign at any time by the date which is thirty giving five (305) days following a retiring Agent’s Business Days’ written notice of resignation, the retiring Agent’s resignation shall nevertheless thereupon become effective and the applicable Lenders shall perform all of the duties of thereof to the Administrative Agent hereunder until and the Borrowers; provided that, upon any such timeresignation of any Co-Borrowing Base Agent, if any, no Person shall be appointed as the applicable Lenders appoint a successor agent as provided for above. Notwithstanding anything in this Section 11.9 to the contrary, any Agent may subcontract certain of its duties hereunder to a third party so long as the applicable Agent remains primarily liable for the performance of its applicable obligations hereunder. Any resignation by HSBC as Administrative Agent pursuant to this Section 11.9 shall also constitute its resignation as Letter of Credit Issuer. Upon the acceptance of a successor’s appointment as Administrative Agent hereunder, (a) such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring Letter of Credit Issuer, (b) the retiring Letter of Credit Issuer shall be discharged from all of their respective duties and obligations hereunder or under the other Loan Documents after giving effect to clause (c) below, and (c) as a condition to becoming the Letter of Credit Issuer, the successor Letter of Credit Issuer shall issue letters of credit in substitution for the Letters of Credit, if any, outstanding at the time of such succession or make other arrangement satisfactory to the retiring Letter of Credit Issuer to effectively assume the obligations of the retiring Letter of Credit Issuer with respect to such Letters of CreditCo-Borrowing Base Agent.

Successor Agent. (a) Any Agent may, may at any time, resign upon twenty (20) time give at least 30 days prior written notice of its resignation to the Lenders, the Letter of Credit L/C Issuer and the Borrower PartiesAdministrative Borrower. Upon receipt of any such notice of resignation, providedthe Required Lenders shall have the right, howeverin consultation with the Administrative Borrower, that except (a) in the case of to appoint a merger successor Agent. If no such successor Agent shall have been so appointed by the Administrative Required Lenders and shall have accepted such appointment within 30 days after the retiring Agent with another financial institution gives notice of its resignation (even if the Administrative Agent is not the surviving entity), (b) in the event that or such resignation is required for regulatory reasons earlier day as determined in good faith shall be agreed by the Administrative Agent, or (c) during the continuance of an Event of Default, any resignation by the Administrative Agent shall require the prior written consent of the Credit Parties, which consent may be granted or withheld in the Credit Parties’ sole discretion, and the appointment of any successor Administrative Agent shall require the prior written approval of the Credit Parties (such approval not to be unreasonably withheld or delayed) and the Required Lenders. If no successor agent is appointed prior to ) (the effective date of the resignation of the applicable Agent"Resignation Effective Date"), then the retiring Agent may appoint(but shall not be obligated to), after consulting with on behalf of the Lenders and the Credit PartiesL/C Issuer, appoint a successor Agent. Whether or not a successor Agent from any of the Lenders. Upon the acceptance of its appointment as successor agent xxxxxxxxxhas been appointed, such successor agent resignation shall thereupon succeed to and become vested effective in accordance with all such notice on the rightsResignation Effective Date. (b) With effect from the Resignation Effective Date, powers, privileges and duties of the retiring Agent, and shall assume the duties and obligations of such retiring Agent, and (i) the retiring Agent shall be discharged from its duties and obligations as Agent hereunder and under this Credit Agreement and the other Loan Documents (except that in the case of any Collateral held by such Agent on behalf of the Lenders or the L/C Issuer under any of the Loan Documents. After any retiring Agent’s resignation hereunder as Agent, the provisions of this Section 11.9 shall inure to its benefit as to any actions taken or omitted to be taken by it while it was an 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, the retiring Agent’s resignation Agent shall nevertheless thereupon become effective continue to hold such collateral security until such time as a successor Agent is appointed) and the applicable Lenders (ii) all payments, communications and determinations provided to be made by, to or through such retiring Agent shall perform all of the duties of the Administrative Agent hereunder instead be made by or to each Lender and L/C Issuer directly, until such time, if any, as the applicable Lenders appoint a successor agent Agent shall have been appointed as provided for above. Notwithstanding anything in this Section 11.9 to the contrary, any Agent may subcontract certain of its duties hereunder to a third party so long as the applicable Agent remains primarily liable for the performance of its applicable obligations hereunder. Any resignation by HSBC as Administrative Agent pursuant to this Section 11.9 shall also constitute its resignation as Letter of Credit Issuer. Upon the acceptance of a successor’s 's Agent's appointment as Administrative Agent hereunder, (a) such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring Letter of Credit IssuerAgent, (b) and the retiring Letter of Credit Issuer Agent shall be discharged from all of their respective its duties and obligations hereunder or under the other Loan Documents after giving effect to clause (c) below, Documents. After the retiring Agent's resignation hereunder and (c) as a condition to becoming under the Letter of Credit Issuerother Loan Documents, the successor Letter provisions of Credit Issuer this Article, Section 12.04 and Section 12.15 shall issue letters of credit continue in substitution effect for the Letters of Credit, if any, outstanding at the time benefit of such succession retiring Agent in respect of any actions taken or make other arrangement satisfactory omitted to be taken by it while the retiring Letter of Credit Issuer to effectively assume the obligations of the retiring Letter of Credit Issuer with respect to such Letters of CreditAgent was acting as Agent.

Successor Agent. Any The Agent may, at any time, may resign as Agent upon twenty (20) days written 30 days' notice to the LendersLenders and the Borrower. In the event XX xxxxx all of its Commitments and Revolving Loans as part of a sale, transfer or other disposition by BA of substantially all of its loan portfolio, BA shall resign as Agent and such purchaser or transferee shall become the successor Agent hereunder. If the Agent resigns under this Agreement, subject to the proviso in the preceding sentence, the Letter of Credit Issuer and Majority Lenders shall appoint from among the Borrower Parties, provided, however, that except (a) in Lenders a successor agent for the case of a merger by the Administrative Agent with another financial institution (even if the Administrative Agent is not the surviving entity), (b) in the event that such resignation is required for regulatory reasons as determined in good faith by the Administrative Agent, or (c) during the continuance of an Event of Default, any resignation by the Administrative Agent shall require the prior written consent of the Credit Parties, which consent may be granted or withheld in the Credit Parties’ sole discretion, and the appointment of any successor Administrative Agent shall require the prior written approval of the Credit Parties (such approval not to be unreasonably withheld or delayed) and the Required Lenders. If no successor agent is appointed prior to the effective date of the resignation of the applicable Agent, then the retiring Agent may appoint, after consulting with the Lenders and the Credit PartiesBorrower, a successor Agent agent from any of among the Lenders. Upon the acceptance of its appointment as successor agent xxxxxxxxxhereunder, such successor agent shall thereupon succeed to and become vested with all the rights, powers, privileges powers and duties of the retiring Agent and the term "Agent, and " shall assume the duties and obligations of mean such retiring Agent, successor agent and the retiring Agent's appointment, powers and duties as Agent shall be discharged from its duties and obligations as Agent under this Credit Agreement and the other Loan Documentsterminated. After any retiring Agent’s 's resignation hereunder as Agent, the provisions of this Section 11.9 16 shall inure to its benefit as to any actions taken or omitted to be taken by it while it was an Agent under this Credit Agreement. If no successor agent has accepted appointment as Agent by the date which is thirty (30) 30 days following a retiring Agent’s 's notice of resignation, the retiring Agent’s 's resignation shall nevertheless thereupon become effective and the applicable Lenders shall perform all of the duties of the Administrative Agent hereunder until such time, if any, as the applicable Majority Lenders appoint a successor agent as provided for above. Notwithstanding anything any provision in this Section 11.9 Agreement to the contrary, any Agent (i) BA may subcontract certain assign or transfer its Commitments and Revolving Loans and other interests to Bank of its duties hereunder to a third party so long as the applicable Agent remains primarily liable for the performance of its applicable obligations hereunder. Any resignation by HSBC as Administrative Agent pursuant to this Section 11.9 shall also constitute its resignation as Letter of Credit Issuer. Upon the acceptance of a successor’s appointment as Administrative Agent hereunderAmerica, (aii) such Bank of America may become successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring Letter of Credit Issuer, (b) the retiring Letter of Credit Issuer shall be discharged from all of their respective duties and obligations hereunder or agent under the other Loan Documents after giving effect to clause (c) belowthis Agreement, and (ciii) as a condition in the event that BA assigns all of its Loans to becoming an Affiliate, such Affiliate shall automatically become the Letter successor agent hereunder upon the effective date of Credit Issuersuch assignment, in each case, without the consent of the Lenders, the successor Letter of Credit Issuer shall issue letters of credit in substitution for Majority Lenders or the Letters of Credit, if any, outstanding at the time of such succession or make other arrangement satisfactory to the retiring Letter of Credit Issuer to effectively assume the obligations of the retiring Letter of Credit Issuer with respect to such Letters of CreditBorrower.

Successor Agent. Any Agent may, at any time, resign upon twenty (20) days written notice to the Lenders, the Letter of Credit Issuer and the Borrower Parties, provided, however, that except (a) Any Agent may at any time give at least 30 days prior written notice of its resignation to the Lenders and the Borrower. Upon receipt of any such notice of resignation, the Required Lenders shall have the right, in consultation with the case of Borrower so long as a merger by the Administrative Agent with another financial institution (even if the Administrative Agent is not the surviving entity), (b) in the event that such resignation is required for regulatory reasons as determined in good faith by the Administrative Agent, Default or (c) during the continuance of an Event of DefaultDefault has not occurred and is continuing, any resignation to appoint a successor Agent. If no such successor Agent shall have been so appointed by the Administrative Required Lenders and shall have accepted such appointment within 30 days after the retiring Agent gives notice of its resignation (or such earlier day as shall require the prior written consent of the Credit Parties, which consent may be granted or withheld in the Credit Parties’ sole discretion, and the appointment of any successor Administrative Agent shall require the prior written approval of the Credit Parties (such approval not to be unreasonably withheld or delayed) and agreed by the Required Lenders. If no successor agent is appointed prior to ) (the effective date of the resignation of the applicable Agent“Resignation Effective Date”), then the retiring Agent may appoint(but shall not be obligated to), after consulting with on behalf of the Lenders and the Credit PartiesLenders, appoint a successor Agent. Whether or not a successor Agent from any of the Lenders. Upon the acceptance of its appointment as successor agent xxxxxxxxxhas been appointed, such successor agent resignation shall thereupon succeed to and become vested effective in accordance with all such notice on the rights, powers, privileges and duties of Resignation Effective Date. (b) With effect from the retiring Agent, and shall assume the duties and obligations of such retiring Agent, and Resignation Effective Date, (i) the retiring Agent shall be discharged from its duties and obligations as Agent hereunder and under this Credit Agreement and the other Loan Documents (except that in the case of any Collateral held by such Agent on behalf of the Lenders under any of the Loan Documents. After any retiring Agent’s resignation hereunder as Agent, the provisions of this Section 11.9 shall inure to its benefit as to any actions taken or omitted to be taken by it while it was an 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, the retiring Agent’s resignation Agent shall nevertheless thereupon become effective continue to hold such collateral security until such time as a successor Agent is appointed) and (ii) all payments, communications and the applicable Lenders determinations provided to be made by, to or through such retiring Agent shall perform all of the duties of the Administrative Agent hereunder instead be made by or to each Lender directly, until such time, if any, as the applicable Lenders appoint a successor agent Agent shall have been appointed as provided for above. Notwithstanding anything in this Section 11.9 to the contrary, any Agent may subcontract certain of its duties hereunder to a third party so long as the applicable Agent remains primarily liable for the performance of its applicable obligations hereunder. Any resignation by HSBC as Administrative Agent pursuant to this Section 11.9 shall also constitute its resignation as Letter of Credit Issuer. Upon the acceptance of a successor’s Agent’s appointment as Administrative Agent hereunderxxxxxxxxx, (a) such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring Letter of Credit IssuerAgent, (b) and the retiring Letter of Credit Issuer Agent shall be discharged from all of their respective its duties and obligations hereunder or under the other Loan Documents after giving effect to clause (c) below, Documents. After the retiring Agent’s resignation hereunder and (c) as a condition to becoming under the Letter of Credit Issuerother Loan Documents, the successor Letter provisions of Credit Issuer this Article, Section 12.04 and Section 12.15 shall issue letters of credit continue in substitution effect for the Letters of Credit, if any, outstanding at the time benefit of such succession retiring Agent, its sub-agents and their respective Related Parties in respect of any actions taken or make other arrangement satisfactory omitted to be taken by it while the retiring Letter of Credit Issuer to effectively assume the obligations of the retiring Letter of Credit Issuer with respect to such Letters of CreditAgent was acting as Agent.

Successor Agent. Any The Administrative Agent may, may resign at any time, resign upon twenty (20) days time by giving written notice thereof to the Lenders, the Letter of Credit Issuer Lenders and the Borrower Parties, provided, however, that except (a) in the case of a merger and may be removed by the Administrative Agent with another financial institution (even if the Administrative Agent is not the surviving entity), (b) Majority Lenders in the event that such resignation the Administrative Agent commits a wilful breach of, or is required for regulatory reasons grossly negligent in the performance of, its material obligations hereunder. Furthermore, in the event that at any time the Administrative Agent assigns its entire interest as determined in good faith a Lender hereunder to an Eligible Assignee as permitted by Section 10.7 hereof, which Eligible Assignee is not an Affiliate of the Administrative Agent, or (c) during the continuance of an Event of Default, any resignation by then the Administrative Agent shall require resign as Administrative Agent. Upon any such resignation or removal (which shall be effective upon such date as a successor Agent accepts its appointment), the prior written consent of Majority Lenders shall have the Credit Parties, which consent may be granted or withheld in the Credit Parties’ sole discretion, and the appointment of any right to appoint a successor Administrative Agent shall require the prior written approval of the Credit Parties (such approval not to be unreasonably withheld or delayed) and the Required LendersAgent. If no successor agent is Agent shall have been so appointed prior to by the effective date Majority Lenders, and shall have accepted such appointment, within 30 days after the retiring Administrative Agent's giving of notice of resignation or the Majority Lenders' removal of the resignation of the applicable retiring Administrative Agent, then the retiring Administrative Agent may appointmay, after consulting with the Lenders and the Credit Parties, a successor Agent from any on behalf of the Lenders, appoint a successor Agent, which shall be a commercial bank or branch and a foreign bank organized under the laws of the United States of America or of any State thereof, having a combined capital and surplus of at least $1,000,000,000. Upon the acceptance of its any appointment as Administrative Agent hereunder by a successor agent xxxxxxxxxAgent, such successor agent Administrative Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring Agent, and shall assume the duties and obligations of such retiring Administrative Agent, and the retiring Administrative Agent shall be discharged from its duties and obligations as Agent under this Credit Agreement and the other Loan Documents. After any retiring Administrative Agent’s 's resignation or removal hereunder as Administrative Agent, the provisions of this Section 11.9 Article IX shall -114- 122 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, the retiring Agent’s resignation shall nevertheless thereupon become effective Agreement and the applicable Lenders shall perform all of the duties of the Administrative Agent hereunder until such time, if any, as the applicable Lenders appoint a successor agent as provided for above. Notwithstanding anything in this Section 11.9 to the contrary, any Agent may subcontract certain of its duties hereunder to a third party so long as the applicable Agent remains primarily liable for the performance of its applicable obligations hereunder. Any resignation by HSBC as Administrative Agent pursuant to this Section 11.9 shall also constitute its resignation as Letter of Credit Issuer. Upon the acceptance of a successor’s appointment as Administrative Agent hereunder, (a) such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring Letter of Credit Issuer, (b) the retiring Letter of Credit Issuer shall be discharged from all of their respective duties and obligations hereunder or under the other Loan Documents after giving effect to clause (c) below, and (c) as a condition to becoming the Letter of Credit Issuer, the successor Letter of Credit Issuer shall issue letters of credit in substitution for the Letters of Credit, if any, outstanding at the time of such succession or make other arrangement satisfactory to the retiring Letter of Credit Issuer to effectively assume the obligations of the retiring Letter of Credit Issuer with respect to such Letters of CreditDocuments.

Successor Agent. Any Each of the Administrative Agent mayand the Collateral Agent may resign as Administrative Agent or the Collateral Agent, at any timeas the case may be, resign upon twenty (20) days written 30 days' notice to the Lenders, the Letter of Credit Issuer and the Borrower Parties, provided, however, that except (a) in the case of a merger by . If the Administrative Agent with another financial institution (even if or the Collateral Agent shall resign as Administrative Agent is not the surviving entity), (b) in the event that such resignation is required for regulatory reasons as determined in good faith by the Administrative Agent, or (c) during the continuance of an Event of Default, any resignation by the Administrative Collateral Agent shall require the prior written consent of under the Credit Parties, which consent may be granted or withheld in the Credit Parties’ sole discretion, and the appointment of any successor Administrative Agent shall require the prior written approval of the Credit Parties (such approval not to be unreasonably withheld or delayed) and the Required Lenders. If no successor agent is appointed prior to the effective date of the resignation of the applicable AgentDocuments, then the retiring Agent may appoint, after consulting with Required Lenders shall appoint from among the Lenders and the Credit Parties, a successor Agent from any of agent for the Lenders. Upon the acceptance of its appointment as Lenders which successor agent xxxxxxxxxshall, so long as no Event of Default has occurred and is continuing, be approved by the Company, which shall not unreasonably withhold its approval, whereupon such successor agent shall thereupon succeed to and become vested with all the rights, powers, privileges powers and duties of the retiring Administrative Agent or the Collateral Agent, and shall assume as the duties and obligations of such retiring Agentcase may be, and the retiring term "Administrative Agent" or the term "Collateral Agent", as the case may be, shall mean such successor agent effective upon its appointment, and the former Administrative Agent's or Collateral Agent's rights, powers and duties as Administrative Agent or Collateral Agent, as the case may be, shall be discharged from its duties and obligations terminated, without any other or further act or deed on the part of such former Administrative Agent or Collateral Agent, as Agent under the case may be, or any of the parties to this Credit Agreement and or any holders of the other Loan DocumentsNotes. After any retiring Administrative Agent’s 's or Collateral Agent's resignation hereunder as Administrative Agent or Collateral Agent, as the case may be, the provisions of this Section 11.9 10 shall inure to its benefit as to any actions taken or omitted to be taken by it while it was an 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, the retiring Agent’s resignation shall nevertheless thereupon become effective and the applicable Lenders shall perform all of the duties of the Administrative Agent hereunder until such time, if anyor Collateral Agent, as the applicable Lenders appoint a successor agent as provided for above. Notwithstanding anything in this Section 11.9 to the contrarycase may be, any Agent may subcontract certain of its duties hereunder to a third party so long as the applicable Agent remains primarily liable for the performance of its applicable obligations hereunder. Any resignation by HSBC as Administrative Agent pursuant to this Section 11.9 shall also constitute its resignation as Letter of Credit Issuer. Upon the acceptance of a successor’s appointment as Administrative Agent hereunder, (a) such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring Letter of Credit Issuer, (b) the retiring Letter of Credit Issuer shall be discharged from all of their respective duties and obligations hereunder or under the other Loan Documents after giving effect to clause (c) below, and (c) as a condition to becoming the Letter of Credit Issuer, the successor Letter of Credit Issuer shall issue letters of credit in substitution for the Letters of Credit, if any, outstanding at the time of such succession or make other arrangement satisfactory to the retiring Letter of Credit Issuer to effectively assume the obligations of the retiring Letter of Credit Issuer with respect to such Letters of CreditDocuments.

Successor Agent. Any Agent may, at any time, may resign as Agent upon twenty (20) 30 days prior written notice to the Lenders (unless such notice is waived by the Required Lenders) and Borrower (unless such notice is waived by Borrower). If Agent resigns under this Agreement, the Letter of Credit Issuer and the Borrower PartiesRequired Lenders shall be entitled, provided, however, that except with (a) in the case of a merger by the Administrative Agent with another financial institution (even if the Administrative Agent is not the surviving entity), (b) in the event that such resignation is required for regulatory reasons so long as determined in good faith by the Administrative Agent, or (c) during the continuance of an no Event of Default, any resignation by Default has occurred and is continuing) the Administrative Agent shall require the prior written consent of the Credit Parties, which consent may be granted or withheld in the Credit Parties’ sole discretion, and the appointment of any successor Administrative Agent shall require the prior written approval of the Credit Parties Borrower (such approval consent not to be unreasonably withheld withheld, delayed, or delayed) and conditioned), appoint a successor Agent for the Required Lenders. If no successor agent Agent is appointed prior to the effective date of the resignation of the applicable Agent, then the retiring Agent may appoint, after consulting with the Lenders and Borrower, a successor Agent. If Agent has materially breached or failed to perform any material provision of this Agreement or of applicable law, the Credit Parties, Required Lenders may agree in writing to remove and replace Agent with a successor Agent from among the Lenders with (so long as no Event of Default has occurred and is continuing) the consent of Borrower (such consent not to be unreasonably withheld, delayed, or conditioned). In any of the Lenders. Upon such event, upon the acceptance of its appointment as successor agent xxxxxxxxxAgent hereunder, such successor agent Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring Agent and the term “Agent, and ” shall assume the duties and obligations of mean such retiring Agent, successor Agent and the retiring Agent’s appointment, powers, and duties as Agent shall be discharged from its duties and obligations as Agent under this Credit Agreement and the other Loan Documentsterminated. After any retiring Agent’s resignation hereunder as Agent, the provisions of this Section 11.9 ‎15 shall inure to its benefit as to any actions taken or omitted to be taken by it while it was an Agent under this Credit Agreement. If no successor agent Agent has accepted appointment as Agent by the date which is thirty (30) 30 days following a retiring Agent’s notice of resignation, the retiring Agent’s resignation shall nevertheless thereupon become effective and the applicable Lenders shall perform all of the duties of the Administrative Agent hereunder until such time, if any, as the applicable Lenders appoint a successor agent Agent as provided for above. Notwithstanding anything in this Section 11.9 to the contrary, any Agent may subcontract certain of its duties hereunder to a third party so long as the applicable Agent remains primarily liable for the performance of its applicable obligations hereunder. Any resignation by HSBC as Administrative Agent pursuant to this Section 11.9 shall also constitute its resignation as Letter of Credit Issuer. Upon the acceptance of a successor’s appointment as Administrative Agent hereunder, (a) such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring Letter of Credit Issuer, (b) the retiring Letter of Credit Issuer shall be discharged from all of their respective duties and obligations hereunder or under the other Loan Documents after giving effect to clause (c) below, and (c) as a condition to becoming the Letter of Credit Issuer, the successor Letter of Credit Issuer shall issue letters of credit in substitution for the Letters of Credit, if any, outstanding at the time of such succession or make other arrangement satisfactory to the retiring Letter of Credit Issuer to effectively assume the obligations of the retiring Letter of Credit Issuer with respect to such Letters of Credit.

Successor Agent. Any Agent may, at any time, resign upon twenty (20) days written notice to the Lenders, the Letter of Credit Issuer and the Borrower Parties, provided, however, that except (a) in the case Agent may at any time give notice of a merger by the Administrative Agent with another financial institution (even if the Administrative Agent is not the surviving entity), (b) in the event that such its resignation is required for regulatory reasons as determined in good faith by the Administrative Agent, or (c) during the continuance of an Event of Default, any resignation by the Administrative Agent shall require the prior written consent of the Credit Parties, which consent may be granted or withheld in the Credit Parties’ sole discretion, to Xxxxxxx and the appointment Xxxxxxxx. Upon receipt of any successor Administrative Agent shall require the prior written approval of the Credit Parties (such approval not to be unreasonably withheld or delayed) and the Required Lenders. If no successor agent is appointed prior to the effective date of the resignation of the applicable Agent, then the retiring Agent may appoint, after consulting with the Lenders and the Credit Parties, a successor Agent from any of the Lenders. Upon the acceptance of its appointment as successor agent xxxxxxxxx, such successor agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring Agent, and shall assume the duties and obligations of such retiring Agent, and the retiring Agent shall be discharged from its duties and obligations as Agent under this Credit Agreement and the other Loan Documents. After any retiring Agent’s resignation hereunder as Agent, the provisions of this Section 11.9 shall inure to its benefit as to any actions taken or omitted to be taken by it while it was an 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, the retiring Agent’s resignation shall nevertheless thereupon become effective and the applicable Required Lenders shall perform all of have the duties of the Administrative Agent hereunder until such timeright, if anyin consultation with Xxxxxxxx, as the applicable Lenders to appoint a successor agent as provided for above. Notwithstanding anything in this Section 11.9 to the contrary, any Agent may subcontract certain of its duties hereunder to a third party so long as the applicable Agent remains primarily liable for the performance of its applicable obligations hereunder. Any resignation by HSBC as Administrative Agent pursuant to this Section 11.9 shall also constitute its resignation as Letter of Credit IssuerAgent. Upon the acceptance of a successor’s appointment as Administrative Agent hereunderhereunder and notice of such acceptance to the retiring Agent, (a) such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring Letter of Credit Issuer(or retired) Agent, (b) the retiring Letter of Credit Issuer Agent’s resignation shall become immediately effective and the retiring Agent shall be discharged from all of their respective its duties and obligations hereunder and under the other Loan Documents (if such resignation was not already effective and such duties and obligations not already discharged, as provided below in this paragraph). 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. If no such successor shall have been so appointed by Required Xxxxxxx 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 Xxxxxxx appoint a successor Agent, which appointment shall not be subject to consent by Required Lenders or any Loan Party. From and following the expiration of such 30 day period, Agent shall have the exclusive right, upon 1 Business Days’ notice to Xxxxxxxx and Lenders, to make its resignation effective immediately. From and following the effectiveness of such notice, (i) the retiring Agent shall be discharged from its duties and obligations hereunder and under the other Loan Documents; provided that, solely for purposes of maintaining any security interest granted to the Agent under any Collateral Document for the benefit of the Lenders, the retiring Agent shall continue to be vested with such security interest as collateral agent for the benefit of the Lenders, and continue to be entitled to the rights set forth in such Collateral Document and Loan Document, and, in the case of any Collateral in the possession of the Agent, shall continue to hold such Collateral, in each case until such time as a successor Agent is appointed and accepts such appointment in accordance with this Section (it being understood and agreed that the retiring Agent shall have no duty or obligation to take any further action under any Collateral Document, including any action required to maintain the perfection of any such security interest), 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, until such time as Required Lenders appoint a successor Agent as provided for above in this paragraph. The provisions of this Agreement shall continue in effect for the benefit of any retiring Agent and its sub-agents after the effectiveness of its resignation hereunder and under the other Loan Documents in respect of any actions taken or omitted to be taken by any of them (x) while the retiring Agent was acting or was continuing to act as Agent and (y) after such resignation for as long as any of them continues to act in any capacity hereunder or under the other Loan Documents after giving effect to clause (c) belowDocuments, and (c) including acting as a condition to becoming the Letter collateral agent or otherwise holding any collateral security on behalf of Credit Issuer, the successor Letter of Credit Issuer shall issue letters of credit in substitution for the Letters of Credit, if any, outstanding at the time of such succession or make other arrangement satisfactory to the retiring Letter of Credit Issuer to effectively assume the obligations any of the retiring Letter holders of Credit Issuer the Obligations and in respect of any actions taken in connection with respect transferring the agency to such Letters of Creditany successor Agent.

Successor Agent. Any Each Agent may, may resign as such at any time, resign time upon twenty at least thirty (2030) days written days’ prior notice to the Lenders, the Letter of Credit Issuer each Issuing Bank and the Borrower. Upon any such resignation, the Required Lenders shall have the right to appoint a successor Agent from among the Lenders, which successor Agent shall be reasonably satisfactory to the Borrower Parties, provided, however, that except (a) in the case of a merger by the Administrative Agent with another financial institution (even if the Administrative Agent is not the surviving entity), (b) in the event that such resignation is required for regulatory reasons as determined in good faith by the Administrative Agent, or (c) during the continuance of unless an Event of Default, any resignation by the Administrative Agent Default under Section 8.01(a) or (f) shall require the prior written consent of the Credit Parties, which consent may have occurred and be granted or withheld in the Credit Parties’ sole discretion, and the appointment of any successor Administrative Agent shall require the prior written approval of the Credit Parties (such approval not to be unreasonably withheld or delayed) and the Required Lenderscontinuing). If no successor agent is shall have been so appointed prior to by the effective date Required Lenders and shall have accepted such appointment within thirty (30) days after the retiring Agent gives notice of the resignation of the applicable Agentits resignation, then the retiring Agent may appointmay, after consulting with on behalf of the Lenders and the Credit PartiesIssuing Banks, appoint a successor Agent, which successor shall be a bank or trust company with an office in the United States, or an Affiliate of any such bank or trust company with an office in the United States; provided that if such retiring Agent is unable to find such a Person that is willing to accept such appointment and which meets the qualifications set forth above, the retiring Agent’s resignation shall nevertheless thereupon become effective and the retiring (or retired) Agent shall be discharged from any its duties and obligations under the Loan Documents, and the Lenders shall assume and perform all of the Lendersduties of the Agent under the Loan Documents until such time, if any, as the Required Lenders appoint a successor Agent. Upon the acceptance of its appointment as successor agent xxxxxxxxxan Agent hereunder by a successor, such successor agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring Agent, and shall assume the duties and obligations of such retiring Agent, and the retiring (or retired) Agent shall be discharged from its duties and obligations as Agent under this Credit Agreement and the other Loan Documents. 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 any retiring an Agent’s resignation hereunder as Agenthereunder, the provisions of this Article IX, Section 11.9 10.04 and Sections 10.08 to 10.15 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 Agent under this Credit Agreement. If no successor agent has accepted appointment acting as Agent by 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 applicable Lenders shall perform all of the duties of the Administrative Agent hereunder until such time, if any, as the applicable Lenders appoint a successor agent as provided for above. Notwithstanding anything in this Section 11.9 to the contrary, any Agent may subcontract certain of its duties hereunder to a third party so long as the applicable Agent remains primarily liable for the performance of its applicable obligations hereunder. Any resignation by HSBC as Administrative Agent pursuant to this Section 11.9 shall also constitute its resignation as Letter of Credit Issuer. Upon the acceptance of a successor’s appointment as Administrative Agent hereunder, (a) such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring Letter of Credit Issuer, (b) the retiring Letter of Credit Issuer shall be discharged from all of their respective duties and obligations hereunder or under the other Loan Documents after giving effect to clause (c) below, and (c) as a condition to becoming the Letter of Credit Issuer, the successor Letter of Credit Issuer shall issue letters of credit in substitution for the Letters of Credit, if any, outstanding at the time of such succession or make other arrangement satisfactory to the retiring Letter of Credit Issuer to effectively assume the obligations of the retiring Letter of Credit Issuer with respect to such Letters of Credit.

Successor Agent. Any Subject to the appointment and acceptance of a successor to the Administrative Agent mayas provided in this paragraph, the Administrative Agent may resign at any time, resign upon twenty (20) days written notice to time by notifying the Lenders, the Letter of Credit Issuer Issuing Bank and the Borrower PartiesBorrowers. Upon any such resignation, providedthe Required Lenders shall have the right to appoint a successor, however, that except (a) in subject to the case of a merger by the Administrative Agent with another financial institution (even if the Administrative Agent is not the surviving entity), (b) in the event that such resignation is required for regulatory reasons as determined in good faith by the Administrative Agent, or (c) during the continuance of an Event of Default, any resignation by the Administrative Agent shall require the prior written consent of the Credit Parties, Parent Borrower (which consent may be granted or withheld in the Credit Parties’ sole discretion, and the appointment of any successor Administrative Agent shall require the prior written approval of the Credit Parties (such approval not to be unreasonably withheld withheld); provided that the Parent Borrower’s consent shall not be required if a payment or delayed) and the Required Lendersbankruptcy Event of Default exists. If no successor agent is shall have been so appointed prior to by the effective date Required Lenders and shall have accepted such appointment within 30 days after the retiring Administrative Agent gives notice of the resignation of the applicable Agentits resignation, then the retiring Administrative Agent may appointmay, after consulting with on behalf of the Lenders and the Credit PartiesIssuing Bank, appoint a successor Administrative Agent from which shall be a bank with an office in New York, New York, or an Affiliate of any such bank, subject to the consent of the LendersParent Borrower (which consent shall not be unreasonably withheld); provided that the Parent Borrower’s consent shall not be required if a payment or bankruptcy Event of Default exists. Upon the acceptance of its appointment as successor agent xxxxxxxxxAdministrative Agent hereunder by a successor, such successor agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring Agent, and shall assume the duties and obligations of such retiring Administrative Agent, and the retiring Administrative Agent shall be discharged from its duties and obligations hereunder (other than with respect to its obligations under Section 10.12). The fees payable by any Borrower to a successor Administrative Agent shall be the same as Agent under this Credit Agreement those payable to its predecessor unless otherwise agreed between the Borrowers and the other Loan Documentssuch successor. After any retiring the Administrative Agent’s resignation hereunder as Agenthereunder, the provisions of this Article IX and Section 11.9 10.03 shall inure to continue in effect for the benefit of such retiring Administrative 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 Agent under this Credit Agreement. If no successor agent has accepted appointment acting as Agent by the date which is thirty (30) days following a retiring Administrative Agent’s notice of resignation, the retiring Agent’s resignation shall nevertheless thereupon become effective and the applicable Lenders shall perform all of the duties of the Administrative Agent hereunder until such time, if any, as the applicable Lenders appoint a successor agent as provided for above. Notwithstanding anything in this Section 11.9 to the contrarycontrary herein, no Disqualified Institution (nor any Agent Affiliate thereof) may subcontract certain of its duties hereunder to be appointed as a third party so long as the applicable Agent remains primarily liable for the performance of its applicable obligations hereunder. Any resignation by HSBC as successor Administrative Agent pursuant to this Section 11.9 shall also constitute its resignation as Letter of Credit Issuer. Upon the acceptance of a successor’s appointment as Administrative Agent hereunder, (a) such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring Letter of Credit Issuer, (b) the retiring Letter of Credit Issuer shall be discharged from all of their respective duties and obligations hereunder or under the any agent in any other Loan Documents after giving effect to clause (c) below, and (c) as a condition to becoming the Letter of Credit Issuer, the successor Letter of Credit Issuer shall issue letters of credit in substitution for the Letters of Credit, if any, outstanding at the time of such succession or make other arrangement satisfactory to the retiring Letter of Credit Issuer to effectively assume the obligations of the retiring Letter of Credit Issuer with respect to such Letters of Creditcapacity.

Successor Agent. Any Agent may, at any time, may resign as Agent upon twenty (20) days written 30 days’ notice to the LendersLenders (such resignation to become effective as specified below); provided that, any such resignation by Bank of America shall also constitute its resignation as L/C Issuer and Swing Line Lender. If Agent resigns under this Agreement, the Letter of Credit Issuer and Required Lenders shall appoint from among the Borrower Parties, provided, however, that except (a) in Lenders a successor administrative agent for the case of a merger by the Administrative Agent with another financial institution (even if the Administrative Agent is not the surviving entity), (b) in the event that such resignation is required for regulatory reasons as determined in good faith by the Administrative Agent, or (c) during the continuance of an Event of Default, any resignation by the Administrative Agent shall require the prior written consent of the Credit Parties, which consent may be granted or withheld in the Credit Parties’ sole discretion, and the appointment of any successor Administrative Agent shall require the prior written approval of the Credit Parties (such approval not to be unreasonably withheld or delayed) and the Required Lenders. If no successor administrative agent is appointed prior to the effective date of the resignation of the applicable Agent, then the retiring Agent may appoint, after consulting with the Lenders and the Credit PartiesBorrower, a successor Agent administrative agent from any of among the Lenders. In either case, the successor administrative agent shall be consented to by Borrower at all times other than during the existence of an Event of Default (which consent of Borrower shall not be unreasonably withheld or delayed). Upon the acceptance of its appointment as successor administrative agent xxxxxxxxxhereunder, the resignation of the Agent shall become effective and the Person acting as such successor administrative agent shall thereupon succeed to and become vested with all the rights, powers, privileges powers and duties of the retiring Agent, L/C Issuer and Swing Line Lender and the respective terms “Agent,” “L/C Issuer” and “Swing Line Lender” shall assume the duties mean such successor administrative agent, Letter of Credit issuer and obligations of such retiring AgentSwing Line Lender, and the retiring Agent’s appointment, powers and duties as Agent shall be discharged from its duties and obligations as Agent under this Credit Agreement terminated and the retiring L/C Issuer’s and Swing Line Lender’s rights, powers and duties as such shall be terminated, without any other Loan Documents. After or further act or deed on the part of such retiring L/C Issuer or Swing Line Lender or any retiring Agent’s resignation hereunder as Agentother Lender, other than the provisions of this Section 11.9 shall inure to its benefit as to any actions taken or omitted to be taken by it while it was an 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, the retiring Agent’s resignation shall nevertheless thereupon become effective and the applicable Lenders shall perform all obligation of the duties of the Administrative Agent hereunder until such time, if any, as the applicable Lenders appoint a successor agent as provided for above. Notwithstanding anything in this Section 11.9 L/C Issuer to the contrary, any Agent may subcontract certain of its duties hereunder to a third party so long as the applicable Agent remains primarily liable for the performance of its applicable obligations hereunder. Any resignation by HSBC as Administrative Agent pursuant to this Section 11.9 shall also constitute its resignation as Letter of Credit Issuer. Upon the acceptance of a successor’s appointment as Administrative Agent hereunder, (a) such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring Letter of Credit Issuer, (b) the retiring Letter of Credit Issuer shall be discharged from all of their respective duties and obligations hereunder or under the other Loan Documents after giving effect to clause (c) below, and (c) as a condition to becoming the Letter of Credit Issuer, the successor Letter of Credit Issuer shall issue letters of credit in substitution for the Letters of Credit, if any, outstanding at the time of such succession or to make other arrangement arrangements satisfactory to the retiring Letter of Credit L/C Issuer to effectively assume the obligations of the retiring Letter of Credit L/C Issuer with respect to such Letters of Credit. After any retiring Agent’s resignation hereunder as Agent, the provisions of this Article IX and Sections 10.04 and 10.05 shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Agent under this 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 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.