Common use of Successor Agent Clause in Contracts

Successor Agent. Any Agent may resign at any time by giving five Business Days' written notice thereof to the Lenders, the Issuing Bank, the other Agents and the Lead Borrower. Upon any such resignation of any Agent, the Required Lenders shall have the right to appoint a successor Agent, which so long as there is no Default, or Event of Default, shall be reasonably satisfactory to the Lead Borrower (whose consent shall not be unreasonably withheld or delayed). If no successor Agent shall have been so appointed by the Required Lenders and shall have accepted such appointment, within 30 days after the retiring Agent's giving of notice of resignation, the retiring Agent may, on behalf of the Lenders, the other Agents and the Issuing Bank, appoint a successor Agent which shall be (i) a commercial bank (or affiliate thereof) organized under the laws of the United States of America or of any State thereof and having a combined capital and surplus of a least $100,000,000, (ii) or a Lender capable of complying with all of the duties of such Agent (and the Issuing Bank), 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 (i) and (ii) above, so long as there is no Default, or Event of Default, shall be reasonably satisfactory to the Lead Borrower (whose consent shall not be unreasonably withheld or delayed). Upon the acceptance of any appointment as Agent by a successor Agent, such successor Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring Agent and the retiring Agent shall be discharged from its duties and obligations under this Agreement. After any retiring Agent's resignation hereunder as such Agent, the provisions of this Article IX shall inure to its benefit as to any actions taken or omitted to be taken by it while it was such Agent under this Agreement.

Successor Agent. Any The Agent may resign at any time by giving five Business Days' written notice thereof to the Lenders, the Issuing BankFunding Agents, each Qualifying Hedge Counterparty, the other Agents Custodian, the Back-Up Servicer and the Lead Borrower, and the Agent may be removed at any time for cause by written notice received by the Agent from all of the Lenders. Upon any such resignation of any Agentor removal, the Required Lenders shall have the right to appoint appoint, on behalf of the Borrower and the Lenders, a successor Agent, which so long as there is no Default, or Event of Default, shall be reasonably satisfactory to the Lead Borrower (whose consent shall not be unreasonably withheld or delayed). If no successor Agent shall have been so appointed by the Required Lenders and shall have accepted such appointment, appointment within 30 thirty (30) days after the retiring exiting Agent's ’s giving notice of resignation or receipt of notice of resignationremoval, then the retiring exiting Agent maymay appoint, on behalf of the Borrower and the Lenders, the other Agents and the Issuing Bank, a successor Agent (but only if such successor is reasonably acceptable to each Lender) or petition a court of competent jurisdiction to appoint a successor Agent which shall be (i) a commercial bank (or affiliate thereof) organized under the laws of the United States of America or of any State thereof and having a combined capital and surplus of a least $100,000,000, (ii) or a Lender capable of complying with all of the duties of such Agent (and the Issuing Bank), 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 (i) and (ii) above, so long as there is no Default, or Event of Default, shall be reasonably satisfactory to the Lead Borrower (whose consent shall not be unreasonably withheld or delayed). Upon the acceptance of any appointment as the Agent hereunder by a successor Agent, such successor Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring Agent exiting Agent, and the retiring exiting Agent shall be discharged from its duties and obligations hereunder and under this Agreementthe other Transaction Documents. After any retiring exiting Agent's ’s resignation hereunder as such Agent, the provisions of this Article IX 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 such acting as the Agent hereunder and under this Agreementthe other Transaction Documents.

Successor Agent. Any Agent may resign at any time by giving five Business Daysnot less than thirty (30) days' prior written notice thereof to the Lenders, the Issuing Bank, the other Agents Lenders and the Lead Borrower. Upon any such resignation of any Agentresignation, the Required Requisite Lenders shall have the right to appoint a successor Agent, Agent which so long as there is no Default, or Event of Default, shall be reasonably satisfactory acceptable to the Lead Borrower (whose consent shall not be unreasonably withheld or delayed)Borrower. If no successor Agent shall have been so appointed by the Required Requisite Lenders and shall have accepted such appointment, appointment within 30 days after the retiring resigning Agent's giving of notice of resignation, then the retiring resigning Agent may, on behalf of the Lenders, the other Agents and the Issuing Bank, appoint a successor Agent Agent, which shall be (i) a Lender, if a Lender is willing to accept such appointment, or otherwise shall be a commercial bank (or affiliate thereof) financial institution organized under the laws of the United States of America or of any State thereof and having a combined capital and surplus of a at least $100,000,000300,000,000. If no successor Agent has been appointed pursuant to the foregoing, (ii) or a Lender capable by the 30th day after the date such notice of complying with resignation was given by the resigning Agent, such resignation shall become effective and the Requisite Lenders shall thereafter perform all of the duties of Agent hereunder until such time, if any, as the Requisite Lenders appoint a successor Agent (and the Issuing Bank), 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 (i) and (ii) above, so long as there is no Default, or Event of Default, which shall be reasonably satisfactory acceptable to the Lead Borrower (whose consent shall not be unreasonably withheld or delayed)Borrower) as provided above. Upon the acceptance of any appointment as Agent hereunder by a successor Agent, such successor Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring Agent resigning Agent, and the retiring resigning Agent shall be discharged from its duties and obligations under this AgreementAgreement and the other Loan Documents, except that any indemnity rights or other rights in favor of such resigning Agent shall continue. After any retiring resigning Agent's resignation hereunder as such Agenthereunder, the provisions of this Article IX Section 9 shall inure to its benefit as to any actions taken or omitted to be taken by it while it was such Agent under this AgreementAgreement and the other Loan Documents.

Successor Agent. Any (i) Agent may may, upon five (5) Business Days’ notice to Lenders and Borrower, resign at any time (effective upon the appointment of a successor Agent pursuant to the provisions of this subsection 19(i)) by giving five Business Days' written notice thereof to the Lenders, the Issuing Bank, the other Agents Lenders and the Lead Borrower. Upon any such resignation of any Agentresignation, the Required Requisite Lenders shall have the right to appoint a successor Agentwith, which so long as there is no Default, or Event of DefaultDefault exists, shall be reasonably satisfactory to the Lead consent of Borrower (whose which consent shall not be unreasonably withheld or delayed)) shall have the right, upon five (5) days’ notice, to appoint a successor Agent. If no successor Agent shall have been so appointed by the Required Requisite Lenders and shall have accepted such appointment, within 30 thirty (30) days after the retiring Agent's ’s giving of notice of resignation, then, upon five (5) days’ notice, the retiring Agent maymay with, so long as no Event of Default exists, the consent of Borrower (which consent shall not be unreasonably withheld or delayed) on behalf of the Lenders, the other Agents and the Issuing Bank, appoint a successor Agent Agent, which shall be (i) a bank or a trust company or other financial institution which maintains an office in the United States, or a commercial bank (or affiliate thereof) organized under the laws of the United States of America or of any State thereof and thereof, or any affiliate of such bank or trust company or other financial institution which is engaged in the banking business, having a combined capital and surplus of a at least Fifty Million and No/100 Dollars ($100,000,000, 50,000,000.00). (ii) or a Lender capable of complying with all of the duties of such Agent (and the Issuing Bank), 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 (i) and (ii) above, so long as there is no Default, or Event of Default, shall be reasonably satisfactory to the Lead Borrower (whose consent shall not be unreasonably withheld or delayed). Upon the acceptance of any appointment as an Agent hereunder by a successor Agent, such successor Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring Agent Agent, and the retiring Agent shall be discharged from its duties and obligations under this Agreement. After any retiring Agent's ’s resignation hereunder as such Agent, the provisions of this Article IX Section 19 shall inure to its benefit as to any actions taken or omitted to be taken by it while it was such an Agent under this Agreement.

Successor Agent. Any The Agent may resign at any time by giving five Business Days' written notice thereof to the Lenders, the Issuing Bank, the other Agents Banks and the Lead BorrowerBorrowers and may be removed at any time with or without cause by the Majority Banks. Upon any such resignation of any Agentor removal, the Required Lenders Majority Banks shall have the right to appoint a successor Agent, which so long as there is no Default, or Event of Default, shall be reasonably satisfactory to the Lead Borrower (whose consent shall not be unreasonably withheld or delayed). If no successor Agent shall have been so appointed by the Required Lenders Majority Banks, and shall have accepted such appointment, within 30 days after the retiring Agent's ’s giving of notice of resignationresignation or the Majority Banks’ removal of the retiring Agent, then the retiring Agent may, on behalf of the Lenders, the other Agents and the Issuing BankBanks, appoint a successor Agent Agent, which shall be (i) a commercial bank (organized or affiliate thereof) organized licensed under the laws of the United States of America or of any State thereof and having a combined capital and surplus of a at least $100,000,000500,000,000. Provided that no Event of Default or event which, (ii) with the giving of notice or a Lender capable lapse of complying with all time, or both, would constitute an Event of Default has occurred and is continuing, any successor Agent appointed by the duties of such Agent (and the Issuing Bank), hereunder (in the opinion of Majority Banks or by the retiring Agent and as certified to shall have received the Lenders in writing by such successor Agent) which, in prior approval of the case of Borrowers (i) and (ii) above, so long as there is no Default, or Event of Default, shall be reasonably satisfactory to the Lead Borrower (whose consent which approval shall not be unreasonably withheld or delayedwithheld). Upon the acceptance of any appointment as Agent hereunder by a successor Agent, such successor Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring Agent Agent, and the retiring Agent shall be discharged from its duties and obligations under this Agreement. After any retiring Agent's ’s resignation or removal hereunder as such Agent, or any retiring Japan Local Currency Agent’s resignation or removal under the Japan Local Currency Addendum, the provisions of this Article IX VII shall inure to its benefit as to any actions taken or omitted to be taken by it while it was such Agent under this AgreementAgreement or the Japan Local Currency Agent under the Japan Local Currency Addendum, as applicable.

Successor Agent. Any Each Agent may resign as such at any time by giving five Business Days' written upon at least 30 days’ prior notice thereof to the Lenders, the Issuing Bank, the other Agents Bank and the Lead Borrower. Upon any such resignation of any Agentresignation, the Required Lenders shall have the right right, in consultation with Borrower, to appoint a successor Agent, which so long as there is no Default, or Event of Default, shall be reasonably satisfactory to Agent from among the Lead Borrower (whose consent shall not be unreasonably withheld or delayed)Lenders. If no successor Agent shall have been so appointed by the Required Lenders and shall have accepted such appointment, appointment within 30 days after the retiring Agent's giving of Agent gives notice of its resignation, then the retiring Agent may, on behalf of the Lenders, the other Agents Lenders and the Issuing Bank, appoint a successor Agent Agent, which successor shall be (i) a commercial bank (or affiliate thereof) banking institution organized under the laws of the United States of America (or of any State thereof and thereof) or a United States branch or agency of a commercial banking institution, in each case, having a combined capital and surplus of a at least $100,000,000500,000,000; 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, (ii) or a Lender capable of complying with 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 Agent (and time, if any, as the Issuing Bank), hereunder (in the opinion of the retiring Agent and as certified to the Required Lenders in writing by such appoint a successor Agent) which, in the case of (i) and (ii) above, so long as there is no Default, or Event of Default, shall be reasonably satisfactory to the Lead Borrower (whose consent shall not be unreasonably withheld or delayed). Upon the acceptance of any its appointment as an Agent hereunder by a successor Agentsuccessor, such successor Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring Agent Agent, and the retiring (or retired) Agent shall be discharged from its duties and obligations under this Agreementthe 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 ’s resignation hereunder as such Agenthereunder, the provisions of this Article IX X, Section 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 such Agent under this Agreementacting as Agent.

Successor Agent. Any The Agent may (i)may resign at any time as Agent or (ii)shall resign if such resignation is requested by giving five Business Days' written notice thereof to the Lenders, Required Banks (if the Issuing Agent is a Bank, the other Agents Agent's Loans and the Lead Borrower. Upon any such resignation of any Agent, its Commitment shall be considered in determining whether the Required Lenders shall Banks have the right to appoint a successor Agent, which so long as there is no Default, requested such resignation) or Event of Default, shall be reasonably satisfactory to the Lead Borrower required by Section 4.4.2 (whose consent shall not be unreasonably withheld or delayed). If no successor Agent shall have been so appointed by the Required Lenders and shall have accepted such appointment, within 30 days after the retiring Agent's giving of notice of resignation, the retiring Agent may, on behalf of the Lenders, the other Agents and the Issuing Bank, appoint a successor Agent which shall be (i) a commercial bank (or affiliate thereof) organized under the laws of the United States of America or of any State thereof and having a combined capital and surplus Replacement of a least $100,000,000, (ii) or a Lender capable of complying with all of the duties of such Agent (and the Issuing Bank), hereunder (in the opinion of the retiring Agent and as certified to the Lenders in writing by such successor Agent) which, in the either case of (i) and or (ii) aboveby giving not less than thirty (30) days' prior written notice to the Borrower. If the Agent shall resign under this Agreement, so long as there is no Defaultthen either (a)the Required Banks shall appoint from among the Banks a successor agent for the Banks, subject to the consent of the Borrower, such consent not to be unreasonably withheld, or Event of Default, shall be reasonably satisfactory to the Lead Borrower (whose consent b)if a successor agent shall not be so appointed and approved within the thirty (30) day period following the Agent's notice to the Banks of its resignation, then the Agent shall appoint from among the Banks, with the consent of the Borrower, such consent not to be unreasonably withheld or delayed)withheld, a successor agent who shall serve as Agent until such time as the Required Banks appoint and the Borrower consents to the appointment of a successor agent. Upon the acceptance of any its appointment as Agent by a successor Agentpursuant to either clause (a) or (b) above, such successor Agent agent shall thereupon succeed to and become vested with all the rights, powers, privileges powers and duties of the retiring Agent Agent, and the retiring term "Agent" shall mean such successor agent, effective upon its appointment, and the former Agent's rights, powers and duties as Agent shall be discharged from its duties and obligations under terminated without any other or further act or deed on the part of such former Agent or any of the parties to this Agreement. After the resignation of any retiring Agent's resignation hereunder as such AgentAgent hereunder, the provisions of this Article IX Section 9 shall inure to its the benefit as of such former Agent and such former Agent shall not by reason of such resignation be deemed to be released from liability for any actions taken or omitted to be not taken by it while it was such an Agent under this Agreement.

Successor Agent. Any The Agent may resign at any time by giving five Business Days10 days' prior written notice thereof to the Lenders, Lenders and the Issuing BankBorrower. The Agent may be removed by the Required Lenders at any time by giving 10 days' prior written notice thereof to the Agent, the other Agents Lenders and the Lead Borrower. Upon any such resignation of any Agentor removal, the Required Lenders shall have the right to appoint a successor Agent, which so long as there is no Default, or Event of Default, shall be reasonably satisfactory to the Lead Borrower (whose consent shall not be unreasonably withheld or delayed). If no successor Agent shall have been so appointed by the Required Lenders and consented to, and shall have accepted such appointment, within 30 days after the retiring Agent's giving of such notice of resignationresignation or removal, then the retiring Agent may, on behalf of the Lenders, the other Agents and the Issuing Bank, appoint a successor Agent. Each successor Agent which shall be (i) a commercial bank (or affiliate thereof) trust company 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 a at least $100,000,000, (ii) or a Lender capable of complying with all of the duties of such Agent (and the Issuing Bank), 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 (i) and (ii) above, so long as there is no Default, or Event of Default, shall be reasonably satisfactory to the Lead Borrower (whose consent shall not be unreasonably withheld or delayed)1,000,000,000. Upon the acceptance by a successor Agent of any its appointment as Agent by a successor Agenthereunder, such successor Agent shall thereupon succeed to and become vested with all the properties, rights, powers, privileges and duties of the former Agent, without further act, deed or conveyance. Upon the effective date of resignation or removal of a retiring Agent and the retiring Agent, such Agent shall be discharged from its duties and obligations under this Agreement. After any retiring Agent's resignation hereunder as such AgentAgreement and the other Loan Documents, but the provisions of this Article IX Agreement shall inure to its benefit as to any actions taken or omitted to be taken by it while it was such Agent under this Agreement. If and so long as no successor Agent shall have been appointed, then any notice or other communication required or permitted to be given by the Agent shall be sufficiently given if given by the Required Lenders, all notices or other communications required or permitted to be given to the Agent shall be given to each Lender, and all payments to be made to the Agent shall be made directly to the Borrower or Lender for whose account such payment is made.

Successor Agent. Any The Agent may resign at any time by giving five Business Days' ten days written notice thereof to the Lenders, the Issuing Bank, the other Agents Banks and the Lead BorrowerCompany. The Majority Banks may remove the Agent at any time with or without cause by giving the Agent and the Company ten days written notice thereof. Upon any such resignation of any Agentor removal, the Required Lenders Majority Banks shall have the right to appoint a successor Agent, which so long as there is no Default, or successor Agent shall (unless an Event of Default, shall Default has occurred and is continuing) be reasonably satisfactory acceptable to the Lead Borrower (whose consent shall not be unreasonably withheld or delayed)Company. If no successor Agent shall have been so appointed by the Required Lenders and shall have accepted such appointment, appointment within 30 days after the retiring Agent's giving of notice of resignationits resignation or the removal of the retiring Agent, then the retiring Agent may, on behalf of the Lenders, the other Agents and the Issuing BankBanks, appoint a successor an Agent which shall be (i) a Bank or a commercial bank (or affiliate thereof) organized under the laws of the United States of America or of any State thereof and having a combined capital and surplus of a at least $100,000,000, which successor Agent shall (iiunless an Event of Default has occurred and is continuing) or a Lender capable of complying with all of the duties of such Agent (and the Issuing Bank), hereunder (in the opinion of the retiring Agent and as certified be reasonably acceptable to the Lenders in writing by Company. Any such resignation or removal shall be effective upon the appointment of a successor Agent) which, in the case of (i) and (ii) above, so long as there is no Default, or Event of Default, shall be reasonably satisfactory to the Lead Borrower (whose consent shall not be unreasonably withheld or delayed). Upon the acceptance of any appointment as the Agent hereunder by a successor Agent, such successor Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring Agent Agent, and the retiring Agent shall be discharged from its duties and obligations obligations, under this AgreementAgreement and the other Loan Documents. After any the retiring Agent's resignation or removal hereunder as such the Agent, the provisions of this Article IX VII shall inure to its benefit as to any actions taken or omitted to be taken by it while it was such acting as the Agent under this AgreementAgreement and any other Loan Document.

Successor Agent. Any Agent may resign at any time by giving five Business Daysupon sixty (60) days' prior written notice thereof to Borrower and the Lenders. Agent may be removed upon Agent's insolvency, liquidation or the Issuing Bank, the other Agents and the Lead Borrower. Upon any such resignation appointment of any a receiver for Agent, by action of the Required Lenders Lenders, at any time upon sixty (60) days' prior written notice to Borrower and Agent. Such resignation or removal, as the case may be, shall have take effect upon the right to appoint appointment of a successor AgentAgent as provided herein. The Required Lenders will, with Borrower's approval (which so long as there is no Default, or Event of Default, shall be reasonably satisfactory to the Lead Borrower (whose consent shall not be unreasonably withheld or delayedwithheld), appoint from among the Lenders a successor Agent. If no successor Agent shall have been so appointed by within such sixty (60) day period, (i) if no Unmatured Default or Unmatured Default then exists, Borrower may appoint a successor Agent from among the Lenders, and (ii) otherwise, Agent may appoint, after consulting with the Lenders and Borrower, a successor agent from among the Lenders, which Agent, however selected, shall serve as Agent until such time, if any, as the Required Lenders and Borrower shall have accepted such appointment, within 30 days after the retiring Agent's giving of notice of resignation, the retiring Agent may, on behalf of the Lenders, the other Agents and the Issuing Bank, appoint appointed a successor Agent which shall be (i) a commercial bank (or affiliate thereof) organized under the laws of the United States of America or of any State thereof and having a combined capital and surplus of a least $100,000,000, (ii) or a Lender capable of complying with all of the duties of such Agent (and the Issuing Bank), 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 (i) and (ii) above, so long as there is no Default, or Event of Default, shall be reasonably satisfactory to the Lead Borrower (whose consent shall not be unreasonably withheld or delayed)provided hereinabove. Upon the written acceptance of any appointment as Agent hereunder by a successor Agent, such successor Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring Agent Agent, and the retiring Agent shall be discharged from its duties and obligations hereunder and under this Agreementthe other Loan Documents. After any retiring Agent's resignation hereunder as such Agent, the provisions of this Article IX shall inure to its benefit as to any actions taken or omitted to be taken by it while it was such Agent under this AgreementAgent.

Successor Agent. Any The Agent may resign give written notice of resignation at any time by giving five Business Days' written notice thereof to the Lenders and may be removed at any time with cause by the Majority Lenders, the Issuing Bank, the other Agents and the Lead Borrower. Upon any such resignation of any Agent, the Required The Majority Lenders shall have the right to appoint a successor Agent, which so long as there is no Default, or Event of Default, shall be reasonably satisfactory to the Lead Borrower (whose consent shall not be unreasonably withheld or delayed). If no successor Agent shall have been so appointed by the Required Lenders and shall have accepted such appointment, appointment within 30 thirty (30) days after the retiring Agent's giving of notice of resignationresignation or the Majority Lenders' removal of the retiring Agent, then the retiring Agent may, may on behalf of the Lenders, the other Agents and the Issuing Bank, appoint a successor Agent Agent, which shall be (i) one of the Lenders or a commercial bank (or affiliate thereof) organized under the laws of the United States of America or of any State thereof state thereof, or any affiliate of such bank, and having a combined capital and surplus of a at least Five Hundred Million Dollars ($100,000,000, (ii) or a Lender capable of complying with all of the duties of such Agent (and the Issuing Bank), 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 (i) and (ii) above, so long as there is no Default, or Event of Default, shall be reasonably satisfactory to the Lead Borrower (whose consent shall not be unreasonably withheld or delayed500,000,000). Upon the acceptance of any appointment as Agent hereunder by a successor Agent, such successor Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring Agent Agent, and the retiring Agent shall be discharged from its duties and obligations under this Agreement. Until the acceptance by such a successor Agent, the retiring Agent shall continue as "Agent" hereunder. After any retiring Agent's resignation or removal hereunder as such AgentAgent shall become effective, the provisions of this Article IX Agreement shall inure to its benefit as to any actions taken or omitted to be taken by it while it was such Agent under this Agreement. Any person into which the Agent may be merged or converted or with which it may be consolidated or any person resulting from any merger, conversion or consolidation to which it shall be a party or any person to which the Agent may sell or transfer all or substantially all of its agency relationships shall be the successor to the Agent hereunder without the execution or filing of any paper or further act, anything herein to the contrary notwithstanding.

Successor Agent. Any Agent may resign at any time by giving five Business Days30 days' prior written notice thereof thereof, to Lenders and Borrower. Agent may be removed as Agent under the Loan Documents for good cause upon 30 days' prior written notice to Agent by the Supermajority Lenders, the Issuing Bank, the other Agents and the Lead Borrower. Upon any such resignation of any Agentor removal, the Required Supermajority Lenders shall have the right to appoint a successor Agent, which so long as there is no Default, or Event of Default, shall be reasonably satisfactory to the Lead Borrower (whose consent shall not be unreasonably withheld or delayed). If no successor Agent shall have been so appointed by the Required Lenders Supermajority Lenders, and shall have accepted such appointment, within 30 days after the retiring current Agent's giving of notice of resignationresignation or the Supermajority Lenders' removal of the current Agent, then the retiring current Agent may, on behalf of the Lenders, the other Agents and the Issuing Bank, appoint a successor Agent Agent, which shall be (i) a commercial Lender, if any Lender shall be willing to serve. Any successor Agent must be a bank (a) whose debt obligations (or affiliate thereofwhose parent's debt obligations) organized under the laws of the United States of America are rated not less than investment grade or of any State thereof and having a combined capital and surplus of a least $100,000,000its equivalent by Xxxxx'x or not less than investment grade or its equivalent by S&P, (iib) or a Lender capable which has total assets in excess of complying with all of the duties of such Agent (and the Issuing Bank), 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 (i) $10,000,000,000 and (iic) above, so long as there is no Default, Default or Event of DefaultDefault shall have occurred and be continuing, shall be reasonably satisfactory acceptable to the Lead Borrower (whose consent shall not be unreasonably withheld or delayed)Borrower. Upon the acceptance of any its appointment as Agent hereunder by a successor Agent, such successor Agent shall thereupon succeed to and become vested with all the rights, powers, privileges rights and duties of the retiring Agent current Agent, and the retiring current Agent shall be discharged from its duties and obligations under this Agreementhereunder. The current Agent shall at the expense of Borrower execute and deliver to such successor Agent such instruments of transfer as may be reasonably necessary to accomplish such succession. After any retiring current Agent's resignation hereunder as such Agent, the provisions of this Article IX shall inure to its benefit as to any actions taken or omitted to be taken by it while it was such Agent under this AgreementAgent.

Successor Agent. Any (a) The Agent may may, upon five (5) Business Days’ notice to the Lenders and CBI, resign at any time (effective upon the appointment of a successor Agent pursuant to the provisions of this Section 13.9(a)) by giving five Business Days' written notice thereof to the Lenders, the Issuing Bank, the other Agents Lenders and the Lead BorrowerCBI. Upon any such resignation of any Agentresignation, the Aggregate Required Lenders shall have the right right, upon five (5) days’ notice, to appoint a successor Agent, which so long as there is no Default, or Event of Default, shall be reasonably satisfactory to the Lead Borrower (whose consent shall not be unreasonably withheld or delayed). If no successor Agent shall have been so appointed by the Aggregate Required Lenders Lenders, and shall have accepted such appointment, within 30 thirty (30) days after the retiring Agent's ’s giving of notice of resignation, then, upon five (5) days’ notice, the retiring Agent may, on behalf of the Lenders, the other Agents and the Issuing Bank, appoint a successor Agent Agent, which shall be (i) a bank or a trust company or other financial institution which maintains an office in the United States, or a commercial bank (or affiliate thereof) organized under the laws of the United States of America or of any State thereof and thereof, or any affiliate of such bank or trust company or other financial institution which is engaged in the banking business, having a combined capital and surplus of a at least $100,000,000, (ii) or a Lender capable of complying with all of the duties of such Agent (and the Issuing Bank), hereunder (in the opinion of the retiring Agent and as certified 500,000,000. Notwithstanding anything herein to the Lenders in writing by such successor Agent) which, in the case of (i) and (ii) abovecontrary, so long as there is no Default, or Event of DefaultDefault shall have occurred and be continuing, any successor Agent (whether appointed by the Aggregate Required Lenders or the Agent) shall be reasonably satisfactory have been approved in writing by CBI (such approval not to the Lead Borrower (whose consent shall not be unreasonably withheld or delayedwithheld). . (b) Upon the acceptance of any appointment as Agent hereunder by a successor Agent, such successor Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring Agent Agent, and the retiring Agent shall be discharged from its duties and obligations under this Credit Agreement. After any retiring Agent's ’s resignation hereunder as such Agent, the provisions of this Article IX XIII shall inure to its benefit as to any actions taken or omitted to be taken by it while it was such Agent under this Credit Agreement.

Successor Agent. Any (a) The Agent may may, upon 5 Business Days' notice to the Lenders and the Funds Administrator, resign at any time (effective upon the appointment of a successor Agent pursuant to the provisions of this SECTION 10.9) by giving five Business Days' written notice thereof to the Lenders, the Issuing Bank, the other Agents Lenders and the Lead BorrowerFunds Administrator. Upon any such resignation of any Agentresignation, the Required Majority Lenders shall have the right to appoint a successor Agentright, upon 5 days' notice and approval by the Credit Parties (which so long as there is no Default, or Event of Default, shall be reasonably satisfactory to the Lead Borrower (whose consent approval shall not be unreasonably withheld or delayed)) to appoint a successor Agent. If no successor Agent shall have been so appointed by the Required Majority Lenders and shall have accepted such appointment, within 30 days after the retiring Agent's giving of notice of resignation, then the retiring Agent may, on behalf of the LendersLenders (and with the approval of the Funds Administrator, the other Agents and the Issuing Bankwhich approval shall not be unreasonably withheld or delayed), appoint a successor Agent Agent, which shall be (i) a bank or a trust company or other financial institution which maintains an office in the United States, or a commercial bank (or affiliate thereof) organized under the laws of the United States of America or of any State thereof and thereof, or any Affiliate of such bank or trust company or other financial institution which is engaged in the banking business, having a combined capital and surplus of a at least $100,000,000, 500,000,000. (iib) or a Lender capable of complying with all of the duties of such Agent (and the Issuing Bank), 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 (i) and (ii) above, so long as there is no Default, or Event of Default, shall be reasonably satisfactory to the Lead Borrower (whose consent shall not be unreasonably withheld or delayed). Upon the acceptance of any appointment as Agent hereunder by a successor Agent, such successor Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring Agent Agent, and the retiring Agent shall be discharged from its duties and obligations under this AgreementCredit Agreement and the other Credit Documents. After any retiring Agent's resignation hereunder as such Agent, the provisions of this Article IX ARTICLE 10 shall inure to its benefit as to any actions taken or omitted to be taken by it while it was such Agent under or in connection with this Credit Agreement.

Successor Agent. Any The Agent may resign at any time by giving five Business Days' written notice thereof to the Lenders, the Issuing Bank, the other Agents and the Lead Borrower. Upon any such resignation of any Agent, the Required Lenders shall have the right to appoint a successor Agent, which so long as there is no Default, or Event of Default, shall be reasonably satisfactory to the Lead Borrower (whose consent shall not be unreasonably withheld or delayed). If no successor Agent shall have been so appointed by the Required Lenders and shall have accepted such appointment, within 30 days after the retiring Agent's giving of notice of resignation, the retiring Agent may, on behalf of the Lenders, the other Agents and the Issuing Bank, appoint a successor Agent which shall be (i) a commercial bank (may resign as Agent or affiliate thereof) organized under the laws of the United States of America or of any State thereof and having a combined capital and surplus of a least $100,000,000, (ii) or shall resign if such resignation is required by Section 4.04(b) [Replacement of a Lender capable of complying with all of the duties of such Agent (and the Issuing Bank), hereunder (in the opinion of the retiring Agent and as certified to the Lenders in writing by such successor Agent) which], in the either case of (i) and or (ii) aboveby giving not less than thirty (30) days’ prior written notice to the Borrowers. If the Agent shall resign under this Agreement, so long as there is no Defaultthen either (a) the Required Banks shall appoint from among the Banks a successor agent for the Banks, subject to the consent of the Borrowers, such consent not to be unreasonably withheld, or Event of Default, shall be reasonably satisfactory to the Lead Borrower (whose consent b) if a successor agent shall not be so appointed and approved within the thirty (30) day period following the Agent’s notice to the Banks of its resignation, then the Agent shall appoint, with the consent of the Borrowers, such consent not to be unreasonably withheld or delayed)withheld, a successor agent who shall serve as Agent until such time as the Required Banks appoint and the Borrowers consent to the appointment of a successor agent. Upon the acceptance of any its appointment as Agent by a successor Agentpursuant to either clause (a) or (b) above, such successor Agent agent shall thereupon succeed to and become vested with all the rights, powers, privileges powers and duties of the retiring Agent Agent, and the retiring term “Agent” shall mean such successor agent, effective upon its appointment, and the former Agent’s rights, powers and duties as Agent shall be discharged from its duties and obligations under terminated without any other or further act or deed on the part of such former Agent or any of the parties to this Agreement. After the resignation of any retiring Agent's resignation hereunder as such AgentAgent hereunder, the provisions of this Article ARTICLE IX shall inure to its the benefit as of such former Agent and such former Agent shall not by reason of such resignation be deemed to be released from liability for any actions taken or omitted to be not taken by it while it was such an Agent under this Agreement.

Successor Agent. Any The Agent may resign at any time by giving five Business Days' written notice thereof to the Lenders, the Issuing Bank, the other Agents Lenders and the Lead BorrowerCompany and may be removed at any time with or without cause by the Required Lenders. Upon any such resignation of any Agentor removal, the Required Lenders shall have the right to appoint a successor Agent, which so long as there is no Default, or Event of Default, shall be reasonably satisfactory to the Lead Borrower (whose consent shall not be unreasonably withheld or delayed). If no successor Agent shall have been so appointed by the Required Lenders and shall have accepted such appointment, within 30 days after the retiring Agent's giving of notice of resignation, the retiring Agent may, on behalf of the Lenders, the other Agents and the Issuing Bank, appoint a successor Agent which shall be (i) a commercial bank (organized, chartered or affiliate thereof) organized licensed under the laws of the United States of America or of any State thereof and having a combined capital and surplus of a at least $100,000,000500,000,000. If no successor Agent shall have been so appointed by the Required Lenders, (ii) and shall have accepted such appointment within 30 days after the notice of resignation or a Lender capable of complying with all of the duties of such Agent (and the Issuing Bank), hereunder (in the opinion removal of the retiring Agent, then the retiring Agent and as certified to may, on behalf of the Lenders in writing by such successor Agent) whichLenders, in with the case consent of (i) and (ii) above, so long as there is no Default, or Event of Default, shall be reasonably satisfactory to the Lead Borrower (whose Company which consent shall not be unreasonably withheld or delayed), appoint a successor Agent, which shall be a commercial bank organized or chartered under the laws of the United States of America or of any State thereof having a combined capital and surplus of at least $500,000,000. Upon the acceptance of any appointment as Agent hereunder by a successor Agent, such successor Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring Agent Agent, and the retiring Agent shall be discharged from its future duties and obligations under this AgreementAgreement and the other Loan Documents. After any retiring Agent's resignation or removal hereunder as such Agent, the provisions of this Article IX 11 and Sections 12.04 and 12.05 shall inure to its benefit as to any actions taken or omitted to be taken by it while it was such Agent under this AgreementAgreement and the other Loan Documents. Notwithstanding the foregoing, however, Bank of America may not be removed as the Agent at the request of the Required Lenders unless Bank of America shall also simultaneously be replaced as "Issuing Bank" hereunder pursuant to documentation in form and substance reasonably satisfactory to Bank of America.

Successor Agent. Any (a) (i) Each Agent may resign from the performance of all its functions and duties hereunder and under the other Loan Documents at any time by giving five at least ten (10) Business Days' ’ prior written notice thereof to the LendersBorrower and each Lender, and (ii) on or after the Term Loan Commitment Termination Date, the Issuing BankRequired Funded Lenders may remove each Agent without cause at any time by giving at least five (5) Business Days’ prior written notice to such Agent, the Borrower and each other Agents Lender. Such resignation or removal shall take effect upon the acceptance by a successor Agent of appointment pursuant to clauses (b) and the Lead Borrower. (c) below or as otherwise provided below. (b) Upon any such notice of resignation of any Agentor removal, the Required Lenders (or the Required Funded Lenders in the case of a removal under clause (ii) of paragraph (a) of this Section 10.07) shall have the right to appoint a successor Agent, which so long as there is no Default, or Event of Default, shall be reasonably satisfactory to the Lead Borrower (whose consent shall not be unreasonably withheld or delayed). If no successor Agent shall have been so appointed by the Required Lenders and shall have accepted such appointment, within 30 days after the retiring Agent's giving of notice of resignation, the retiring Agent may, on behalf of the Lenders, the other Agents and the Issuing Bank, appoint a successor Agent which shall be (i) a commercial bank (or affiliate thereof) organized under the laws of the United States of America or of any State thereof and having a combined capital and surplus of a least $100,000,000, (ii) or a Lender capable of complying with all of the duties of such Agent (and the Issuing Bank), 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 (i) and (ii) above, so long as there is no Default, or Event of Default, shall be reasonably satisfactory to the Lead Borrower (whose consent shall not be unreasonably withheld or delayed). Upon the acceptance of any appointment as Agent hereunder by a successor Agent, such successor Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring Agent Agent, and the retiring Agent shall be discharged from its duties and obligations under this AgreementAgreement and the other Loan Documents. After any retiring Agent's ’s resignation or removal hereunder as such an Agent, the provisions of this Article IX X shall inure to its benefit as to any actions taken or omitted to be taken by it while it was such an Agent under this AgreementAgreement and the other Loan Documents. (c) If a successor Agent shall not have been so appointed within said ten (10) Business Day period, the retiring Agent, with the consent of the other Agent shall then appoint a successor Agent who shall serve as an Agent until such time, if any, as the Required Lenders, with the consent of the other Agent, appoint a successor Agent as provided above.

Successor Agent. Any Agent may resign give written notice of resignation at any time to Lenders and Borrower and may be removed at any time with cause by giving five Business Days' written notice thereof to the Majority Lenders, the Issuing Bank, the other Agents and the Lead Borrower. Upon any such resignation of any Agentor removal, the Required Majority Lenders shall have the right to appoint a successor Agent, which so long as there is no Default, or Event of Default, shall be reasonably satisfactory to the Lead Borrower (whose consent shall not be unreasonably withheld or delayed). If no successor Agent shall have been so appointed by the Required Majority Lenders and shall have accepted such appointment, appointment within 30 thirty (30) days after the retiring Agent's giving of notice of resignationresignation or the Majority Lenders' removal of Agent, the retiring then Agent may, may on behalf of the Lenders, the other Agents and the Issuing Bank, appoint a successor Agent Agent, which shall be (ia) a commercial Lender or (b) another bank (or affiliate thereof) organized under the laws of the United States of America or of any State thereof state thereof, or any affiliate of such bank, and having a combined capital and surplus of a at least Five Hundred Million Dollars ($100,000,000, (ii) or a Lender capable of complying with all of the duties of such Agent (and the Issuing Bank), 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 (i) and (ii) above, so long as there is no Default, or Event of Default, shall be reasonably satisfactory to the Lead Borrower (whose consent shall not be unreasonably withheld or delayed500,000,000). Upon the acceptance of any appointment as Agent hereunder by a successor Agent, such successor Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring Agent Agent, and the retiring Agent shall be discharged from its duties and obligations under this Agreement. After Until the acceptance by such a successor Agent, the retiring Agent shall continue as "Agent" hereunder. Notwithstanding any retiring Agent's resignation or removal hereunder as such Agent, the provisions of this Article IX 9 shall inure to its benefit as to any actions taken or omitted to be taken by it while it was such Agent under this Agreement. Any company into which Agent may be merged or converted or with which it may be consolidated or any company resulting from any merger, conversion or consolidation to which it shall be a party or any company to which Agent may sell or transfer all or substantially all of its agency relationships shall be the successor to Agent without the execution or filing of any paper or further act, anything herein to the contrary notwithstanding.

Successor Agent. Any The Agent and/or the US Agent may resign at any time by giving five Business Days' 30 days’ written notice thereof to the LendersLenders and the Borrowers. Upon receipt of any such notice of resignation, the Issuing Bank, the other Agents and the Lead Borrower. Upon any such resignation of any Agent, the Required Lenders shall have the right to appoint a successor Agent, which so long Agent or US Agent (as there is no Default, or Event of Default, the case may be). A successor Agent shall be reasonably satisfactory a Canadian chartered bank approved by the Borrowers (such approval not to the Lead Borrower (whose consent shall not be unreasonably withheld or delayed)withheld) and a successor US Agent shall be an affiliate of the Agent with an office in the United States unless the Borrowers agree otherwise. If no successor Agent or US Agent shall have been so appointed by the Required Lenders and shall have accepted such appointment, appointment within 30 days after delivery of the notice of resignation of the retiring Agent or US Agent's giving of notice of resignation, the retiring Agent mayor US Agent, on behalf of the Lenders, the other Agents and the Issuing Bank, shall use reasonable commercial efforts to appoint a successor Agent or US Agent, as applicable, which shall be (i) a commercial bank Lender (or an affiliate thereof) organized under the laws of the United States of America or of any State thereof and having a combined capital and surplus of a least $100,000,000, Lender) approved by the Borrowers (ii) or a Lender capable of complying with all of the duties of such Agent (and the Issuing Bank), hereunder (in the opinion of the retiring Agent and as certified approval not to the Lenders in writing by such successor Agent) which, in the case of (i) and (ii) above, so long as there is no Default, or Event of Default, shall be reasonably satisfactory to the Lead Borrower (whose consent shall not be unreasonably withheld or delayedwithheld). Upon the acceptance of any appointment as Agent or US Agent hereunder by a successor Agent or US Agent, such successor Agent or US Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring Agent and or US Agent, the retiring Agent or US Agent shall be discharged from its duties and obligations under this Agreement, and the Lender which is such successor Agent or US Agent shall thereupon become the Issuing Lender hereunder. After any retiring Agent's resignation hereunder as such or removal of the Agent or US Agent, the provisions of this Article IX shall inure to its benefit as to any actions taken or omitted to be taken by it while it was such Agent or US Agent under this Agreement.

Successor Agent. Any Agent may resign at any time by giving five (5) Business Days' written notice thereof to the Lenders, the Issuing Bank, the other Agents and the Lead Borrower. Upon any such resignation of any Agent, the Required Lenders shall have the right to appoint a successor Agent, which so long as there is no Default, or Event of Default, shall be reasonably satisfactory to the Lead Borrower (whose consent shall not be unreasonably withheld or delayed). If no successor Agent shall have been so appointed by the Required Lenders and shall have accepted such appointment, within 30 days after the retiring Agent's giving of notice of resignation, the retiring Agent may, on behalf of the Lenders, the other Agents and the Issuing Bank, appoint a successor Agent which shall be (i) a commercial bank (or affiliate thereof) organized under the laws of the United States of America or of any State thereof and having a combined capital and surplus of a least $100,000,000, (ii) or a Lender capable of complying with all of the duties of such Agent (and the Issuing Bank), 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 (i) and (ii) above, so long as there is no Default, or Event of Default, shall be reasonably satisfactory to the Lead Borrower (whose consent shall not be unreasonably withheld or delayed). Upon the acceptance of any appointment as Agent by a successor Agent, such successor Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring Agent and the retiring Agent shall be discharged from its duties and obligations under this Agreement. After any retiring Agent's resignation hereunder as such Agent, the provisions of this Article IX VIII shall inure to its benefit as to any actions taken or omitted to be taken by it while it was such Agent under this Agreement.

Successor Agent. Any The Agent may resign at any time by giving five Business Days45 days' prior written notice thereof to the Lenders, Lenders and the Issuing BankBorrower. The Agent may be removed by the Required Lenders at any time by giving 10 days' prior written notice thereof to the Agent, the other Agents Lenders and the Lead Borrower. Upon any such resignation of any Agentor removal, the Required Lenders shall have the right to appoint a successor Agent, which so long as there is no Default, or Event of Default, shall be reasonably satisfactory to the Lead Borrower (whose consent shall not be unreasonably withheld or delayed). If no successor Agent shall have been so appointed by the Required Lenders and consented to, and shall have accepted such appointment, within 30 days after the retiring Agent's giving of such notice of resignationresignation or removal, then the retiring Agent may, on behalf of the Lenders, the other Agents and the Issuing Bank, may (but shall not be required to) appoint a successor Agent. Each successor Agent which shall be (i) a commercial bank (or affiliate thereof) trust company organized under the laws of the United States of America or of any State thereof and having a combined capital and surplus of a at least $100,000,000, (ii) or a Lender capable of complying with all of the duties of such Agent (and the Issuing Bank), 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 (i) and (ii) above, so long as there is no Default, or Event of Default, shall be reasonably satisfactory to the Lead Borrower (whose consent shall not be unreasonably withheld or delayed)500,000,000. Upon the acceptance by a successor Agent of any its appointment as Agent by a successor Agenthereunder, such successor Agent shall thereupon succeed to and become vested with all the properties, rights, powers, privileges and duties of the former Agent in its capacity as such, without further act, deed or conveyance. Upon the effective date of resignation or removal of a retiring Agent and the retiring Agent, such Agent shall be discharged from its duties and obligations as such under this Agreement. After any retiring Agent's resignation hereunder as such AgentAgreement and the other Loan Documents, but the provisions of this Article IX Agreement shall inure to its benefit as to any actions taken or omitted to be taken by it while it was such Agent under this Agreement. If and so long as no successor Agent shall have been appointed, then any notice or other communication required or permitted to be given by the Agent shall be sufficiently given if given by the Required Lenders, all notices or other communications required or permitted to be given to the Agent shall be given to each Lender, and all payments to be made to the Agent shall be made directly to the Borrower or Lender Party for whose account such payment is made.

Successor Agent. Any The Agent may resign at any time by giving five Business Days' thirty (30) days’ prior written notice thereof to the Lenders, the Issuing Bank, the other Agents Lenders and the Lead BorrowerBorrower Representative. Upon any such resignation of any Agentresignation, the Required Lenders shall have the right to appoint a successor AgentAgent which, which so long as there is no Default, absent the occurrence and continuance of a Default or Event of Default, shall must be reasonably satisfactory acceptable to the Lead Borrower Representative (whose consent shall such acceptance not to be unreasonably withheld or delayed). If no successor Agent shall have been so appointed by the Required Lenders Lenders, and shall have accepted such appointment, within 30 thirty (30) days after the retiring Agent's giving of Agent gives notice of resignation, then the retiring Agent may, on behalf of the Lenders, the other Agents and the Issuing Bank, appoint a successor Agent Agent, which shall be (i) a commercial bank (an institution organized or affiliate thereof) organized licensed under the laws of the United States of America or of any State thereof and having a combined capital which, absent the occurrence and surplus continuance of a least $100,000,000, (ii) or a Lender capable of complying with all of the duties of such Agent (and the Issuing Bank), 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 (i) and (ii) above, so long as there is no Default, Default or Event of Default, shall must be reasonably satisfactory acceptable to the Lead Borrower Representative (whose consent shall such acceptance not to be unreasonably withheld or delayed). Upon the acceptance of any its appointment as Agent hereunder by a successor Agent, such successor Agent shall thereupon succeed to and become vested with all the rights, powers, privileges rights and duties of the retiring Agent Agent, and the retiring Agent shall be discharged from its duties and obligations under this Agreementhereunder. After any retiring Agent's ’s resignation hereunder as such Agent, the provisions of this Article IX shall inure to its benefit as to any actions taken or omitted to be taken by it while it was such Agent under this AgreementAgent.

Successor Agent. Any (a) The Agent may resign at any time by giving five Business Days' written notice thereof to the Lenders and Borrower and may be removed at any time with or without cause by the Required Lenders; provided, however, the Issuing Bank, the other Agents Agent may not resign or be removed until a successor Agent has been appointed and the Lead Borrowershall have accepted such appointment. Upon any such resignation of any Agentor removal, the Required Lenders shall have the right to appoint a successor Agent, which so long as there is no Default, or Event of Default, shall be reasonably satisfactory Agent subject to the Lead Borrower (whose consent shall not be unreasonably withheld or delayed)Borrower's prior written approval. If no successor Agent shall have been so appointed by the Required Lenders Lenders, and shall have accepted such appointment, within 30 days after the retiring Agent's giving of notice of resignationresignation or the Required Lenders' removal of the retiring Agent, then the retiring Agent may, on behalf of the Lenders, the other Agents and the Issuing Bank, appoint a successor Agent subject to Borrower's prior written approval, which shall be (i) a bank which maintains an office in the United States, or a commercial bank (or affiliate thereof) organized under the laws of the United States of America or of any State thereof and thereof, or any Affiliate of such bank, having a combined capital and surplus of a at least $100,000,000, (ii) or . In the event that the Agent is no longer a Lender capable of complying with all of hereunder, the duties of such Agent shall promptly resign as Agent. (and the Issuing Bank), hereunder (in the opinion of the retiring Agent and as certified to the Lenders in writing by such successor Agentb) which, in the case of (i) and (ii) above, so long as there is no Default, or Event of Default, shall be reasonably satisfactory to the Lead Borrower (whose consent shall not be unreasonably withheld or delayed). Upon the acceptance of any appointment as the Agent hereunder by a successor Agent, such successor Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring Agent Agent, and the retiring Agent shall be discharged from its duties and obligations under this Agreement. After any retiring Agent's resignation or removal hereunder as such Agent, the provisions of this Article IX 9. shall inure to its benefit as to any actions taken or omitted to be taken by it while it was such an Agent under this Agreement.

Successor Agent. (a) Any Agent may resign at any time by giving five Business Days' give at least 30 days prior written notice thereof of its resignation to the Lenders, the Issuing Bank, the other Agents and the Lead Borrower. Upon receipt of any such resignation notice of any Agentresignation, the Required Lenders shall have the right to appoint a successor Agent, which so long as there is no Defaultwhich, in the absence of a Default or an Event of Default, shall will be reasonably satisfactory subject to the Lead Borrower (whose consent approval by Borrower, which shall not be unreasonably withheld or delayed). If no such successor Agent shall have been so appointed by the Required Lenders and, if applicable, approved by Borrower, and shall have accepted such appointment, appointment within 30 thirty (30) days after the retiring Agent's giving of Agent gives notice of resignationits resignation (or such earlier day as shall be agreed by the Required Lenders) (the “Resignation Effective Date”), then the retiring Agent maymay (but shall not be obligated to), on behalf of the Lenders, the other Agents and the Issuing Bank, appoint a successor Agent. Whether or not a successor Agent which has been appointed, such resignation shall be become effective in accordance with such notice on the Resignation Effective Date. (b) With effect from the Resignation Effective Date, (i) a commercial bank (or affiliate thereof) organized under the laws of the United States of America or of any State thereof and having a combined capital and surplus of a least $100,000,000, (ii) or a Lender capable of complying with all of the duties of such Agent (and the Issuing Bank), hereunder (in the opinion of the retiring Agent shall be discharged from its duties and as certified to obligations hereunder and under the Lenders in writing by such successor Agent) which, other Loan Documents (except that in the case of (iany Collateral held by such Agent on behalf of the Lenders under any of the Loan Documents, the retiring Agent shall continue to hold such collateral security until such time as a successor Agent is appointed) and (ii) all payments, communications and determinations provided to be made by, to or through such retiring Agent shall instead be made by or to each Lender directly, until such time, if any, as a successor Agent shall have been appointed as provided for above, so long as there is no Default, or Event of Default, shall be reasonably satisfactory to the Lead Borrower (whose consent shall not be unreasonably withheld or delayed). Upon the acceptance of any a successor’s Agent’s appointment as Agent by a successor Agenthereunder, such successor Agent shall thereupon succeed to and become vested with all of the rights, powers, privileges and duties of the retiring Agent Agent, and the retiring Agent shall be discharged from all of its duties and obligations hereunder or under this Agreementthe other Loan Documents. After any the retiring Agent's ’s resignation hereunder as such Agentand under the other Loan Documents, the provisions of this Article IX Section 10 and Section 13.2 shall inure to its continue in effect for the benefit as to of such retiring Agent in respect of any actions taken or omitted to be taken by it while it the retiring Agent was such Agent under this Agreementacting as Agent.

Successor Agent. Any (a) The Agent may may, upon five (5) Business Days' notice to the Lenders and CBI, resign at any time (effective upon the appointment of a successor Agent pursuant to the provisions of this Section 13.9(a)) by giving five Business Days' written notice thereof to the Lenders, the Issuing Bank, the other Agents Lenders and the Lead BorrowerCBI. Upon any such resignation of any Agentresignation, the Aggregate Required Lenders shall have the right right, upon five (5) days' notice, to appoint a successor Agent, which so long as there is no Default, or Event of Default, shall be reasonably satisfactory to the Lead Borrower (whose consent shall not be unreasonably withheld or delayed). If no successor Agent shall have been so appointed by the Aggregate Required Lenders Lenders, and shall have accepted such appointment, within 30 thirty (30) days after the retiring Agent's giving of notice of resignation, then, upon five (5) days' notice, the retiring Agent may, on behalf of the Lenders, the other Agents and the Issuing Bank, appoint a successor Agent Agent, which shall be (i) a bank or a trust company or other financial institution which maintains an office in the United States, or a commercial bank (or affiliate thereof) organized under the laws of the United States of America or of any State thereof and thereof, or any affiliate of such bank or trust company or other financial institution which is engaged in the banking business, having a combined capital and surplus of a at least $100,000,000, (ii) or a Lender capable of complying with all of the duties of such Agent (and the Issuing Bank), hereunder (in the opinion of the retiring Agent and as certified 500,000,000. Notwithstanding anything herein to the Lenders in writing by such successor Agent) which, in the case of (i) and (ii) abovecontrary, so long as there is no Default, or Event of DefaultDefault shall have occurred and be continuing, any successor Agent (whether appointed by the Aggregate Required Lenders or the Agent) shall be reasonably satisfactory have been approved in writing by CBI (such approval not to the Lead Borrower (whose consent shall not be unreasonably withheld or delayedwithheld). . (b) Upon the acceptance of any appointment as Agent hereunder by a successor Agent, such successor Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring Agent Agent, and the retiring Agent shall be discharged from its duties and obligations under this Credit Agreement. After any retiring Agent's resignation hereunder as such Agent, the provisions of this Article IX XIII shall inure to its benefit as to any actions taken or omitted to be taken by it while it was such Agent under this Credit Agreement.

Successor Agent. Any Agent may resign at any time by giving five (5) Business Days' ’ written notice thereof to the Lenders, the Issuing Bank, the other Agents and the Lead Borrower. Upon any such resignation of any Agent, the Required Lenders shall have the right to appoint a successor Agent, which so long as there is no Default, Default or Event of Default, shall be reasonably satisfactory to the Lead Borrower (whose consent shall not be unreasonably withheld or delayed). If no successor Agent shall have been so appointed by the Required Lenders and shall have accepted such appointment, within 30 thirty (30) days after the retiring Agent's ’s giving of notice of resignation, the retiring Agent may, on behalf of the Lenders, the other Agents and the Issuing Bank, appoint a successor Agent which shall be (i) a commercial bank (or affiliate thereof) organized under the laws of the United States of America or of any State thereof and having a combined capital and surplus of a least $100,000,000, (ii) or a Lender Person capable of complying with all of the duties of such Agent (and the Issuing Bank), 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 (i) and (ii) above, so long as there is no Default, Default or Event of Default, shall be reasonably satisfactory to the Lead Borrower (whose consent shall not be unreasonably withheld or delayed). Upon the acceptance of any appointment as Agent by a successor Agent, such successor Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring Agent and the retiring Agent shall be discharged from its duties and obligations under this Agreement. After any retiring Agent's ’s resignation hereunder as such Agent, the provisions of this Article IX VIII shall inure to its benefit as to any actions taken or omitted to be taken by it while it was such Agent under this Agreement.

Successor Agent. Any Each Agent may resign as such at any time by giving five Business Days' upon at least 30 days’ prior written notice thereof to the Lenders, the Issuing Bank, the other Agents Bank and the Lead Borrower. Upon any such resignation of any Agentresignation, the Required Lenders shall have the right to appoint a successor Agent, which so long as there is no Defaultshall be a bank with an office in the United States, or an Affiliate of any such bank with an office in the United States, with the consent of Borrower (such consent not to be unreasonably withheld, delayed or conditioned and not required if an Event of DefaultDefault under Section 8.01(a), (b), (g) or (h) shall have occurred and be reasonably satisfactory to the Lead Borrower (whose consent shall not be unreasonably withheld or delayedcontinuing). If no successor Agent shall have been so appointed by the Required Lenders and shall have accepted such appointment, appointment within 30 days after the retiring Agent's giving of Agent gives notice of its resignation, then the retiring Agent may, on behalf of the Lenders, the other Agents Lenders and the Issuing Bank, appoint a successor Agent Agent, with the consent of Borrower (such consent not to be unreasonably withheld, delayed or conditioned and not required if a Default or Event of Default under Section 8.01(a), (b), (g) or (h) shall have occurred and be continuing), which successor shall be (i) a commercial bank (or affiliate thereof) organized under the laws of with an office in the United States of America (or any State thereof), or an Affiliate of any State thereof and such bank with an office in the United States, in each case, having a combined capital and surplus of a at least $100,000,000500,000,000; 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 by the 30th day after the date such notice of resignation was given by such Agent, 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 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, if any, as the Required Lenders appoint a successor Agent (the date upon which the retiring Administrative Agent is replaced, the “Resignation Effective Date”). Notwithstanding anything to the contrary in this Agreement, no successor Administrative Agent shall be appointed unless such successor Administrative Agent represents and warrants that it is (i) a “U.S. person” and a “financial institution” and that it will comply with its “obligation to withhold,” each within the meaning of U.S. Treasury Regulations Section 1.1441-1, or (ii) or a Lender capable of complying Withholding U.S. Branch. If the Person serving as Administrative Agent is a Defaulting Lender, the Required Lenders and Borrower may, to the extent permitted by applicable law, by notice in writing to such Person, remove such Person as Administrative Agent and, with all the consent of the duties of Required Lenders and Borrower, appoint a successor. If no such Agent successor shall have been so appointed by the Required Lenders and shall have accepted such appointment within 30 days (and the Issuing Bank“Removal Effective Date”), hereunder then such removal shall nonetheless become effective in accordance with such notice on the Removal Effective Date. With effect from the Resignation Effective Date or the Removal Effective Date (in the opinion of as applicable), (1) the retiring or removed Agent shall be discharged from its duties and as certified to obligations hereunder and under the Lenders in writing by such successor Agentother Loan Documents (except (i) which, that in the case of (i) any collateral security held by the Agent on behalf of the Lenders under any of the Loan Documents, the retiring or removed Agent shall continue to hold such collateral security until such time as a successor Agent is appointed and (ii) above, so long as there is no Default, with respect to any outstanding payment obligations) and (2) except for any indemnity payments or Event of Default, shall be reasonably satisfactory other amounts then owed to the Lead Borrower (whose consent retiring or removed Agent, all payments, communications and determinations provided to be made by, to or through the Agent shall not instead be unreasonably withheld made by or delayed)to each Lender directly, until such time, if any, as the Required Lenders appoint a successor Agent as provided for above. Upon the acceptance of any its appointment as an Agent hereunder by a successor Agentsuccessor, such successor Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring (or removed) Agent (other than any rights to indemnity payments or other amounts owed to the retiring or removed Agent as of the Resignation Effective Date or the Removal Effective Date, as applicable), and the retiring (or removed) Agent shall be discharged from its duties and obligations under the Loan Documents (if not already discharged therefrom as provided above in this AgreementSection 10.06). 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 ’s resignation hereunder as such Agenthereunder, the provisions of this Article IX X, Section 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 such Agent under this Agreementacting as Agent.

Successor Agent. Any The Agent may resign at any time by giving five Business Days10 days' prior written notice thereof to the Lenders, Banks and the Issuing BankAccount Parties. The Agent may be removed by the Required Banks at any time by giving 10 days' prior written notice thereof to the Agent, the other Agents Banks and the Lead BorrowerAccount Parties. Upon any such resignation of any Agentor removal, the Required Lenders Banks shall have the right to appoint a successor Agent, which so long as there is no Default, or Event of Default, shall be reasonably satisfactory to the Lead Borrower (whose consent shall not be unreasonably withheld or delayed). If no successor Agent shall have been so appointed by the Required Lenders and consented to, and shall have accepted such appointment, within 30 days after the retiring Agent's giving of such notice of resignationresignation or removal, then the retiring Agent may, on behalf of the Lenders, the other Agents and the Issuing BankBanks, appoint a successor Agent. Each successor Agent which shall be (i) a commercial bank (or affiliate thereof) trust company organized under the laws of the United States of America or of any State thereof and having a combined capital and surplus of a at least $100,000,000, (ii) or a Lender capable of complying with all of the duties of such Agent (and the Issuing Bank), 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 (i) and (ii) above, so long as there is no Default, or Event of Default, shall be reasonably satisfactory to the Lead Borrower (whose consent shall not be unreasonably withheld or delayed)1,000,000,000. Upon the acceptance by a successor Agent of any its appointment as Agent by a successor Agenthereunder, such successor Agent shall thereupon succeed to and become vested with all the properties, rights, powers, privileges and duties of the former Agent, without further act, deed or conveyance. Upon the effective date of resignation or removal of a retiring Agent and the retiring Agent, such Agent shall be discharged from its duties and obligations under this Agreement. After any retiring Agent's resignation hereunder as such AgentAgreement and the other Transaction Documents, but the provisions of this Article IX Agreement shall inure to its benefit as to any actions taken or omitted to be taken by it while it was such Agent under this Agreement. If and so long as no successor Agent shall have been appointed, then any notice or other communication required or permitted to be given by the Agent shall be sufficiently given if given by the Required Banks, all notices or other communications required or permitted to be given to the Agent shall be given to each Bank, and all payments to be made to the Agent shall be made directly to the Account Parties or Bank for whose account such payment is made.

Successor Agent. Any The Agent may resign at any time by giving five Business Daysas Agent upon not less than sixty (60) days' prior written notice thereof to the Lenders, the Issuing Bank, the other Agents Borrower and the Lead BorrowerBanks or a Simple Majority of the Banks may remove the Agent upon not less than sixty (60) days' prior written notice to the Borrower and Agent. Upon any such resignation If the Agent shall resign or be removed under this Agreement, then either (a) the Simple Majority of any Agent, Banks shall appoint from among the Required Lenders shall have the right to appoint Banks a successor Agentagent for the Banks, which so long as there is no Defaultsubject to the acceptance of such successor, or Event of Default, shall be reasonably satisfactory to the Lead Borrower (whose consent b) if a successor agent shall not be unreasonably withheld or delayed). If no successor Agent shall have been so appointed by and approved within the Required Lenders and shall have accepted such appointment, within 30 days after sixty (60) day period following the retiring Agent's giving notice to the Banks of its resignation or Banks' notice to Agent of resignationAgent's removal, then the retiring Agent may, on behalf of the Lenders, the other Agents and the Issuing Bank, appoint a successor Agent which shall be (i) a commercial bank (or affiliate thereof) organized under the laws of the United States of America or of any State thereof and having a combined capital and surplus of a least $100,000,000, (ii) or a Lender capable of complying with all of the duties of such Agent (and the Issuing Bank), 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 resignation) or the Simple Majority of the Banks (iin the case of a removal) and shall appoint, with the consent of the Borrower, such consent not to be unreasonably withheld, a successor agent who shall, subject to the acceptance of such successor, serve as Agent until such time as the Simple Majority of Banks appoint a successor agent. Upon its appointment pursuant to either clause (iia) or (b) above, so long as there is no Default, or Event of Default, shall be reasonably satisfactory to the Lead Borrower (whose consent shall not be unreasonably withheld or delayed). Upon the acceptance of any appointment as Agent by a successor Agent, 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 retiring term "Agent" shall mean such successor agent, effective upon its appointment, and the former Agent's rights, powers and duties as Agent shall be discharged from its duties and obligations under terminated without any other or further act or deed on the part of such former Agent or any of the parties to this Agreement. After the resignation of any retiring Agent's resignation hereunder as such AgentAgent hereunder, the provisions of this Article IX X shall inure to its the benefit as of such former Agent and such former Agent shall not by reason of such resignation be deemed to be released from liability for any actions taken or omitted to be not taken by it while it was such an Agent under this Agreement.

Successor Agent. Any (a) The Agent may may, upon five (5) Business Days’ notice to the Lenders and Borrower, resign at any time (effective upon the appointment of a successor Agent pursuant to the provisions of this Section 13.9(a)) by giving five Business Days' written notice thereof to the Lenders, the Issuing Bank, the other Agents Lenders and the Lead Borrower. Upon any such resignation of any Agentresignation, the Required Lenders shall have the right right, upon five (5) days’ notice, to appoint a successor Agent, which so long as there is no Default, or Event of Default, shall be reasonably satisfactory to the Lead Borrower (whose consent shall not be unreasonably withheld or delayed). If no successor Agent shall have been so appointed by the Required Lenders Lenders, and shall have accepted such appointment, within 30 thirty (30) days after the retiring Agent's ’s giving of notice of resignation, then, upon five (5) days’ notice, the retiring Agent may, on behalf of the Lenders, the other Agents and the Issuing Bank, appoint a successor Agent Agent, which shall be (i) a bank or a trust company or other financial institution which maintains an office in the United States, or a commercial bank (or affiliate thereof) organized under the laws of the United States of America or of any State thereof and thereof, or any affiliate of such bank or trust company or other financial institution which is engaged in the banking business, having a combined capital and surplus of a at least $100,000,000, (ii) or a Lender capable of complying with all of the duties of such Agent (and the Issuing Bank), hereunder (in the opinion of the retiring Agent and as certified 500,000,000. Notwithstanding anything herein to the Lenders in writing by such successor Agent) which, in the case of (i) and (ii) abovecontrary, so long as there is no Default, or Event of DefaultDefault shall have occurred and be continuing, any successor Agent (whether appointed by the Required Lenders or the Agent) shall be reasonably satisfactory to the Lead have been approved in writing by Borrower (whose consent shall such approval not to be unreasonably withheld or delayedwithheld). . (b) Upon the acceptance of any appointment as Agent hereunder by a successor Agent, such successor Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring Agent Agent, and the retiring Agent shall be discharged from its duties and obligations under this Agreement. After any retiring Agent's ’s resignation hereunder as such Agent, the provisions of this Article IX XIII shall inure to its benefit as to any actions taken or omitted to be taken by it while it was such Agent under this Agreement.

Successor Agent. Any The Agent may resign at any time by giving five (5) Business Days' written notice thereof to the Lenders, the Issuing BankBanks, the other Agents and the Lead Borrower. Upon any such resignation of any the Agent, the Required Lenders shall have the right to appoint a successor Agent, which so long as there is no Default, or Event of Default, Default shall be reasonably satisfactory to the Lead Borrower (whose consent shall not be unreasonably withheld or delayed). If no successor Agent shall have been so appointed by the Required Lenders and shall have accepted such appointment, within 30 days after the retiring Agent's giving of notice of resignation, the retiring Agent may, on behalf of the Lenders, the other Agents Lenders and the Issuing BankBanks, appoint a successor Agent which shall be (i) a commercial bank (or affiliate thereof) organized under the laws of the United States of America or of any State thereof and having a combined capital and surplus of a least $100,000,000, (ii) or a Lender capable of complying with all of the duties of such the Agent (and the Issuing BankBanks), 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 (i) and (ii) above, so long as there is no Default, or Event of Default, Default shall be reasonably satisfactory to the Lead Borrower (whose consent shall not be unreasonably withheld or delayed). Upon the acceptance of any appointment as Agent by a successor Agent, such successor Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring Agent and the retiring Agent shall be discharged from its duties and obligations under this Agreement. After any retiring Agent's resignation hereunder as such Agent, the provisions of this Article IX VIII shall inure to its benefit as to any actions taken or omitted to be taken by it while it was such Agent under this Agreement.

Successor Agent. Any The Agent may resign at any time by giving five Business Days' 30 days’ prior written notice thereof to the Lenders and the Borrower and may be removed at any time with or without cause by the Majority Lenders; provided, that, the Issuing Bank, the other Agents and the Lead BorrowerAgent may resign without having given such notice if it is required to do so as a matter of law. Upon any such resignation of any Agentor removal, the Required Lenders Majority Lenders, after consulting with the Borrower and giving due consideration to any successor agent recommended by the Borrower, shall have the right to appoint a successor Agent, which so long as there is no Default, or Event Agent with the consent of Default, shall be reasonably satisfactory to the Lead Borrower (whose consent which shall not be unreasonably withheld or delayedwithheld). If no successor Agent shall have been so appointed by the Required Majority Lenders and consented to by the Borrower, and shall have accepted such appointment, within 30 days after the retiring Agent's ’s giving of notice of resignationresignation or the Majority Lenders’ removal of the retiring Agent, then the retiring Agent may, after consulting with the Borrower and giving due consideration to any successor agent recommended by the Borrower, on behalf of the Lenders, the other Agents and the Issuing Bank, appoint a successor Agent Agent, which shall be (i) a commercial bank (organized or affiliate thereof) organized licensed to do business under the laws of the United States of America or of any State thereof and having a combined capital and surplus of a at least $100,000,000, (ii) or a Lender capable of complying with all of the duties of such Agent (and the Issuing Bank), 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 (i) and (ii) above, so long as there is no Default, or Event of Default, shall be reasonably satisfactory to the Lead Borrower (whose consent shall not be unreasonably withheld or delayed). Upon the acceptance of any appointment as Agent hereunder by a successor Agent, such successor Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring Agent Agent, and the retiring Agent shall be discharged from its duties and obligations under this Agreement. After any retiring Agent's ’s resignation or removal hereunder as such Agent, the provisions of this Article IX shall inure to its benefit as to any actions taken or omitted to be taken by it while it was such Agent under this Agreement.

Successor Agent. Any (a) Each Agent may resign from the performance of all its functions and duties hereunder and under the other Loan Documents at any time by giving five at least thirty (30) Business Days' ’ prior written notice thereof to the Lenders, the Issuing Bank, the other Agents Borrower and the Lead BorrowerLender. Such resignation shall take effect upon the acceptance by a successor Agent of appointment pursuant to clauses (b) and (c) below or as otherwise provided below. (b) Upon any such resignation of any Agent, the Required Lenders shall have the right to appoint a successor Agent, which so long as there is no Default, or Event of Default, shall be reasonably satisfactory to the Lead Borrower (whose consent shall not be unreasonably withheld or delayed). If no successor Agent shall have been so appointed by the Required Lenders and shall have accepted such appointment, within 30 days after the retiring Agent's giving of notice of resignation, the retiring Agent may, on behalf of the LendersLender (or if at such time there is more than one Lender hereunder, the other Agents and the Issuing Bank, Required Lenders) shall appoint a successor Agent which shall be (i) a commercial bank (or affiliate thereof) organized under the laws of the United States of America or of any State thereof and having a combined capital and surplus of a least $100,000,000, (ii) or a Lender capable of complying with all of the duties of such Agent (and the Issuing Bank), 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 (i) and (ii) above, so long as there is no Default, or Event of Default, shall be reasonably satisfactory to the Lead Borrower (whose consent shall not be unreasonably withheld or delayed). Upon the acceptance of any appointment as Agent hereunder by a successor Agent, such successor Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring Agent Agent, and the retiring Agent shall be discharged from its duties and obligations under this AgreementAgreement and the other Loan Documents. After any retiring Agent's ’s resignation hereunder as such an Agent, the provisions of this Article IX ARTICLE X shall inure to its benefit as to any actions taken or omitted to be taken by it while it was such an Agent under this AgreementAgreement and the other Loan Documents. (c) If a successor Agent shall not have been so appointed within said thirty (30) Business Day period, the retiring Agent, with the consent of the other Agent shall then appoint a successor Agent who shall serve as an Agent until such time, if any, as the Lender (or if at such time there are more than one Lender party hereto, Required Lenders) with the consent of the other Agent, appoint a successor Agent as provided above.

Successor Agent. Any (a) The Agent may resign as such at any time by giving five Business Days' written upon at least thirty (30) days prior notice thereof to the Borrower and each of the Lenders. If the Agent at any time shall resign or if the office of the Agent shall become vacant for any other reason, the Issuing BankMajority Lenders shall, the other Agents and the Lead Borrower. Upon any by written instrument, appoint successor agent(s) (“Successor Agent”) satisfactory to such resignation of any AgentMajority Lenders and, the Required Lenders shall have the right to appoint a successor Agent, which so long as there is no Default, or Event of DefaultDefault has occurred and is continuing, shall be reasonably satisfactory to the Lead Borrower (whose consent which approval shall not be unreasonably withheld or delayed). If no ; provided, however that any such successor Agent shall have been so appointed by be a bank or a trust company or other financial institution which maintains an office in the Required Lenders and shall have accepted such appointmentUnited States, within 30 days after the retiring Agent's giving of notice of resignation, the retiring Agent may, on behalf of the Lenders, the other Agents and the Issuing Bank, appoint a successor Agent which shall be (i) or a commercial bank (or affiliate thereof) organized under the laws of the United States or any state thereof, or any Affiliate of America such bank or of any State thereof trust company or other financial institution which is engaged in the banking business, and having shall have a combined capital and surplus of a at least $100,000,000, (ii) or a Lender capable of complying with all of the duties of such Agent (and the Issuing Bank), 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 (i) and (ii) above, so long as there is no Default, or Event of Default, shall be reasonably satisfactory to the Lead Borrower (whose consent shall not be unreasonably withheld or delayed)500,000,000. Upon the acceptance of any appointment as Agent by a successor Agent, such successor Such Successor Agent shall thereupon become the Agent hereunder, as applicable, and the Agent 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 becomes effective, the resigning Agent may, but shall be under no obligation to, appoint a (b) Notwithstanding anything herein to the contrary, Double Helix Pte Ltd may assign its rights and duties as the Agent hereunder to another Temasek Entity without the prior written consent of, or prior written notice to, the Borrower or the Lenders; provided that the Borrower and the Lenders may deem and treat such assigning Agent as the Agent for all purposes hereof, unless and until such assigning Agent provides written notice to the Borrower and the Lenders of such assignment. Upon such assignment such Temasek Entity shall succeed to and become vested with all the rights, powers, privileges and duties as the Agent hereunder and under the other Loan Documents. (c) The Agent may perform any and all of its duties and exercise its rights and powers under this Agreement or under any other Loan Document by or through any one or more additional individuals or institutions as separate trustee, co-trustee, collateral agent, sub-agent or co-agent (“Supplemental Agents”) appointed by the Agent. The Agent and any such Supplemental Agents may perform any and all of its duties and exercise its rights and powers by or through their respective Affiliates. The exculpatory, indemnification and other provisions of this Agreement (including, without limitation, this Article 11, Section 10.4(e)-(f) and Section 12.4) shall apply to any of the retiring Supplemental Agents of the Agent and shall apply to their respective activities in connection with its activities as the retiring Agent. All of the rights, benefits and privileges (including the exculpatory and indemnification provisions) of this Agreement (including, without limitation, this Article 11, Section 10.4(e)-(f) and Section 12.4) shall apply to any such Supplemental Agent and to the Affiliates of any such Supplemental Agent, and shall apply to their respective activities as sub-agent as if such sub-agent and Affiliates were named herein. Notwithstanding anything herein to the contrary, with respect to each Supplemental Agent appointed by the Agent, (i) such Supplemental Agent shall be discharged from its duties and obligations a third party beneficiary under this Agreement. After Agreement with respect to all such rights, benefits and privileges (including exculpatory and rights to indemnification) and shall have all of the rights, benefits and privileges of a third party beneficiary, including an independent right of action to enforce such rights, benefits and privileges (including exculpatory rights and rights to indemnification) directly, without the consent or joinder of any retiring Agent's resignation hereunder as other Person, against any or all of the Borrower, the Guarantors and the Lenders, (ii) such rights, benefits and privileges (including exculpatory rights and rights to indemnification) shall not be modified or amended without the consent of such Supplemental Agent, and (iii) such Supplemental Agent shall only have obligations to the provisions Agent, and not to the Borrower, Guarantor, Lender or any other Person and no Borrower, Guarantor, Lender or any other Person shall have the rights, directly or indirectly, as a third party beneficiary or otherwise, against such Supplemental Agent. The Agent shall not be responsible for the negligence or misconduct of this Article IX shall inure any Supplemental Agent except to its benefit as to any actions taken the extent that a court of competent jurisdiction determines in a final and non-appealable judgment that the Agent acted with gross negligence or omitted to be taken by it while it was willful misconduct in the selection of such Agent under this AgreementSupplemental Agent.

Successor Agent. Any Agent may resign at any time by giving five thirty (30) Business Days' written notice thereof to the Lenders, the Issuing Bank, the other Agents Agent and the Lead Borrower. Upon any such resignation of any Agent, the Required Lenders shall have the right to appoint a successor Agent, which so long as there is no Default, or Event of Default, shall be reasonably satisfactory to the Lead Borrower (whose consent shall not be unreasonably withheld or delayed). If no successor Agent shall have been so appointed by the Required Lenders and shall have accepted such appointment, within 30 days after the retiring Agent's giving of notice of resignation, the retiring Agent may, on behalf of the Lenders, the other Agents Agent and the Issuing Bank, appoint a successor Agent which shall be (i) a commercial bank (or affiliate thereof) organized under the laws of the United States of America or of any State thereof and having a combined capital and surplus of a least $100,000,000, or (ii) or a Lender capable of complying with all of the duties of such Agent (and the Issuing Bank), ) 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 (i) and (ii) above, so long as there is no Default, or Event of Default, shall be reasonably satisfactory to the Lead Borrower (whose consent shall not be unreasonably withheld or delayed). Upon the acceptance of any appointment as Agent by a successor Agent, such successor Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring Agent and the retiring Agent shall be discharged from its duties and obligations under this Agreement. After any retiring Agent's resignation hereunder as such Agent, the provisions of this Article IX VIII shall inure to its benefit as to any actions taken or omitted to be taken by it while it was such Agent under this Agreement.

Successor Agent. Any The Agent may resign at any time by giving five Business Days' written notice thereof to the Lenders, the Issuing Bank, the other Managing Agents and the Lead BorrowerSeller and may be removed at any time with or without cause by the Managing Agents. Upon any such resignation of any Agentor removal, the Required Lenders Managing Agents shall have the right to appoint a successor Agent, which so long as there is no Default, or Event of Default, shall be reasonably satisfactory to the Lead Borrower (whose consent shall not be unreasonably withheld or delayed). If no successor Agent shall have been so appointed by the Required Lenders Managing Agents, and shall have accepted such appointment, within 30 days after the retiring Agent's giving of notice of resignationresignation or the Managing Agents' removal of the retiring Agent, then the retiring Agent may, on behalf of the Lenders, the other Agents Investors and the Issuing BankManaging Agents, appoint a successor Agent Agent, which shall be (i) a commercial bank (or affiliate thereof) organized under the laws of the United States of America or of any State thereof and having a combined capital and surplus of a at least $100,000,000, (ii) or a Lender capable of complying with all of the duties of such Agent (and the Issuing Bank), 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 (i) and (ii) above, so long as there is no Default, or Event of Default, shall be reasonably satisfactory to the Lead Borrower (whose consent shall not be unreasonably withheld or delayed)250,000,000. Upon the acceptance of any appointment as Agent hereunder by a successor AgentAgent and upon the execution and filing or recording of such financing statements, or amendments thereto, and such other instruments or notices, as may be necessary or desirable, or as the Managing Agents may request, in order to continue the perfection of the ownership and security interests granted or purported to be granted by the Transaction Documents, such successor Agent shall thereupon succeed to and become vested with all the rights, powers, discretion, privileges and duties of the retiring Agent Agent, and the retiring Agent shall be discharged from its duties and obligations under this Agreementthe Transaction Documents. After any retiring Agent's resignation or removal hereunder as such AgentAgent shall have become effective, the provisions of this Article IX VIII shall inure to its benefit as to any actions taken or omitted to be taken by it while it was such Agent under this Agreement.

Successor Agent. Any Each Agent may resign as such at any time by giving five Business Days' written upon at least 30 days’ prior notice thereof to the Lenders, the Issuing Bank, the other Agents Bank and the Lead Borrower. Upon any such resignation of any Agentresignation, the Required Lenders shall have the right right, in consultation with Borrower, to appoint a successor Agent, which so long as there is no Default, or Event of Default, shall be reasonably satisfactory to Agent from among the Lead Borrower (whose consent shall not be unreasonably withheld or delayed)Lenders. If no successor Agent shall have been so appointed by the Required Lenders and shall have accepted such appointment, appointment within 30 days after the retiring Agent's giving of Agent gives notice of its resignation, then the retiring Agent may, on behalf of the Lenders, the other Agents Lenders and the Issuing Bank, appoint a successor Agent Agent, which successor shall be (i) a commercial bank (or affiliate thereof) banking institution organized under the laws of the United States of America (or of any State thereof and thereof) or a United States branch or agency of a commercial banking institution, in each case, having a combined capital and surplus of a at least $100,000,000250 million; 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, (ii) or a Lender capable of complying with 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 Agent (and time, if any, as the Issuing Bank), hereunder (in the opinion of the retiring Agent and as certified to the Required Lenders in writing by such appoint a successor Agent) which, in the case of (i) and (ii) above, so long as there is no Default, or Event of Default, shall be reasonably satisfactory to the Lead Borrower (whose consent shall not be unreasonably withheld or delayed). Upon the acceptance of any its appointment as an Agent hereunder by a successor Agentsuccessor, such successor Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring Agent Agent, and the retiring Agent shall be discharged from its duties and obligations under this Agreementhereunder. 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 ’s resignation hereunder as such Agenthereunder, the provisions of this Article IX X and Section 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 such Agent under this Agreementacting as Agent.

Successor Agent. Any (a) The Agent may resign at any time by giving five Business Days' written notice thereof to the Lenders and Borrower and may be removed at any time with or without cause by the Required Lenders; provided, however, the Issuing Bank, the other Agents Agent may not resign or be removed until a successor Agent has been appointed and the Lead Borrowershall have accepted such appointment. Upon any such resignation of any Agentor removal, the Required Lenders shall have the right to appoint a successor Agent, which so long as there is no Default, or Event of Default, shall be reasonably satisfactory Agent subject to the Lead Borrower (whose consent shall not be unreasonably withheld or delayed)Borrower's prior written approval. If no successor Agent shall have been so appointed by the Required Lenders Lenders, and shall have accepted such appointment, within 30 days after the retiring Agent's giving of notice of resignationresignation or the Required Lenders' removal of the retiring Agent, then the retiring Agent may, on behalf of the Lenders, the other Agents and the Issuing Bank, appoint a successor Agent subject to Borrower's prior written approval, which shall be (i) a bank which maintains an office in the United States, or a commercial bank (or affiliate thereof) organized under the laws of the United States of America or of any State thereof and thereof, or any Affiliate of such bank, having a combined capital and surplus of a at least $100,000,000, (ii) or . In the event that the Agent is no longer a Lender capable of complying with all of hereunder, the duties of such Agent shall promptly resign as Agent. (and the Issuing Bank), hereunder (in the opinion of the retiring Agent and as certified to the Lenders in writing by such successor Agentb) which, in the case of (i) and (ii) above, so long as there is no Default, or Event of Default, shall be reasonably satisfactory to the Lead Borrower (whose consent shall not be unreasonably withheld or delayed). Upon the acceptance of any appointment as the Agent hereunder by a successor Agent, such successor Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring Agent Agent, and the retiring Agent shall be discharged from its duties and obligations under this Agreement. After any retiring Agent's resignation or removal hereunder as such Agent, the provisions of this Article IX 10. shall inure to its benefit as to any actions taken or omitted to be taken by it while it was such an Agent under this Agreement.

Successor Agent. Any Agent may resign give written notice of resignation at any time to Lenders and Borrower and may be removed at any time with cause by giving five Business Days' written notice thereof to the Majority Lenders, the Issuing Bank, the other Agents and the Lead Borrower. Upon any such resignation of any Agentor removal, the Required Majority Lenders shall have the right to appoint a successor Agent, which so long as there is no Default, or Event of Default, shall be reasonably satisfactory to the Lead Borrower (whose consent shall not be unreasonably withheld or delayed). If no successor Agent shall have been so appointed by the Required Majority Lenders and shall have accepted such appointment, appointment within 30 thirty (30) days after the retiring Agent's giving of notice of resignationresignation or the Majority Lenders' removal of the retiring Agent, then the retiring Agent may, on behalf of the Lenders, the other Agents and the Issuing Bank, appoint a successor Agent Agent, which shall be (i) a commercial bank (or affiliate thereof) organized under the laws of the United States of America or of any State thereof state thereof, or any affiliate of such bank, and having a combined capital and surplus of a at least Five Hundred Million Dollars ($100,000,000, (ii) or a Lender capable of complying with all of the duties of such Agent (and the Issuing Bank), 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 (i) and (ii) above, so long as there is no Default, or Event of Default, shall be reasonably satisfactory to the Lead Borrower (whose consent shall not be unreasonably withheld or delayed500,000,000). Upon the acceptance of any appointment as Agent hereunder by a successor Agent, such successor Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring Agent Agent, and the retiring Agent shall be discharged from its duties and obligations under this Agreement. After Until the acceptance by such a successor Agent, the retiring Agent shall continue as "Agent" hereunder. Notwithstanding any retiring Agent's resignation or removal hereunder as such Agent, the provisions of this Article IX 10 shall inure to its benefit as to any actions taken or omitted to be taken by it while it was such Agent under this Agreement. Any company into which Agent may be merged or converted or with which it may be consolidated or any company resulting from any merger, conversion or consolidation to which it shall be a party or, with Borrower's consent, any company to which Agent may sell or transfer all or substantially all of its agency relationships shall be the successor to Agent without the execution or filing of any paper or further act, anything herein to the contrary notwithstanding.

Successor Agent. Any (a) The Agent may may, upon five (5) Business Days' notice to the Lenders and the Borrowers, resign at any time (effective upon the appointment of a successor Agent pursuant to the provisions of this Section 13.9(a)) by giving five Business Days' written notice thereof to the Lenders, the Issuing Bank, the other Agents Lenders and the Lead BorrowerBorrowers. Upon any such resignation of any Agentresignation, the Required Lenders shall have the right right, upon fifteen (15) days' notice, to appoint a successor Agent, which so long as there is no Default, or Event of Default, shall be reasonably satisfactory to the Lead Borrower (whose consent shall not be unreasonably withheld or delayed). If no successor Agent shall have been so appointed by the Required Lenders Lenders, and shall have accepted such appointment, within 30 thirty (30) days after the retiring Agent's giving of notice of resignation, then, upon five (5) days' notice, the retiring Agent may, on behalf of the Lenders, the other Agents and the Issuing Bank, appoint a successor Agent Agent, which shall be (i) a bank or a trust company or other financial institution which maintains an office in the United States, or a commercial bank (or affiliate thereof) organized under the laws of the United States of America or of any State thereof and thereof, or any affiliate of such bank or trust company or other financial institution which is engaged in the banking business, having a combined capital and surplus of a at least $100,000,000, (ii) or a Lender capable of complying with all of the duties of such Agent (and the Issuing Bank), hereunder (in the opinion of the retiring Agent and as certified 500,000,000. Notwithstanding anything herein to the Lenders in writing by such successor Agent) which, in the case of (i) and (ii) abovecontrary, so long as there is no Default, or Event of DefaultDefault shall have occurred and be continuing, any successor Agent (whether appointed by the Required Lenders or a retiring Agent) shall be reasonably satisfactory have been approved in writing by the Company (such approval not to the Lead Borrower (whose consent shall not be unreasonably withheld or delayedwithheld). . (b) Upon the acceptance of any appointment as Agent hereunder by a successor Agent, such successor Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring Agent Agent, and the retiring Agent shall be discharged from its duties and obligations under this Credit Agreement. After any retiring Agent's resignation hereunder as such Agent, the provisions of this Article IX XIII shall inure to its benefit as to any actions taken or omitted to be taken by it while it was such Agent under this Credit Agreement.

Successor Agent. Any a. Agent may may, upon five Business Days notice to Lenders and Borrowers, resign at any time (effective upon the appointment of a successor Agent pursuant to the provisions of this Section 12.9(a)) by giving five Business Days' written notice thereof to the Lenders, the Issuing Bank, the other Agents Lenders and the Lead BorrowerBorrowers. Upon any such resignation of any Agentresignation, the Required Lenders shall have the right right, upon five days notice, to appoint a successor Agent, which so long as there is no Default, or Event of Default, shall be reasonably satisfactory to the Lead Borrower (whose consent shall not be unreasonably withheld or delayed). If no successor Agent shall have been so appointed by the Required Lenders Lenders, and shall have accepted such appointment, within 30 days after the retiring Agent's ’s giving of notice of resignation, then, upon five days notice, the retiring Agent may, on behalf of the Lenders, the other Agents and the Issuing Bank, appoint a successor Agent Agent, which shall be (i) a bank or other financial institution which maintains an office in the United States, or a commercial bank (or affiliate thereof) organized under the laws of the United States of America or of any State thereof and thereof, or any affiliate of such bank or trust company or other financial institution which is engaged in the banking business, having a combined capital and surplus of a at least $100,000,000, (ii) or a Lender capable of complying with all of the duties of such Agent (and the Issuing Bank), hereunder (in the opinion of the retiring Agent and as certified 500,000,000. Notwithstanding anything herein to the Lenders in writing by such successor Agent) which, in the case of (i) and (ii) abovecontrary, so long as there is no Default, or Event of DefaultDefault shall have occurred and be continuing, any successor Agent (whether appointed by the Required Lenders or Agent) shall be reasonably satisfactory have been approved in writing by Borrowers (such approval not to the Lead Borrower (whose consent shall not be unreasonably withheld or delayedwithheld). . b. Upon the acceptance of any appointment as Agent hereunder by a successor Agent, such successor Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring Agent Agent, and the retiring Agent shall be discharged from its duties and obligations under this Agreement. After any retiring Agent's resignation hereunder as such Agent, the provisions of this Article IX XII shall inure to its benefit as to any actions taken or omitted to be taken by it while it was such Agent under this Agreement. In the event Agent or its assets are taken over by any state or federal agency having jurisdiction over Agent or its assets, a majority of Lenders other than Agent may appoint a successor to Agent.

Successor Agent. Any Agent may resign at any time by giving five (5) Business Days' ’ written notice thereof to the Lenders, the Issuing Bank, the other Agents and the Lead Borrower. Upon any such resignation of any Agent, the Required Lenders shall have the right to appoint a successor Agent, which so long as there is no Default, Default or Event of Default, Default then in existence shall be reasonably satisfactory to the Lead Borrower (whose consent shall not be unreasonably withheld or delayed). If no successor Agent shall have been so appointed by the Required Lenders and shall have accepted such appointment, within 30 days after the retiring Agent's ’s giving of notice of resignation, the retiring Agent may, on behalf of the Lenders, the other Agents and the Issuing Bank, appoint a successor Agent which shall be (i) a commercial bank (or affiliate thereof) organized under the laws of the United States of America or of any State thereof and having a combined capital and surplus of a least $100,000,000, (ii) or a Lender capable of complying with all of the duties of such Agent (and the Issuing Bank), hereunder (in the opinion of the retiring Agent and as certified to the Lenders in writing by such successor Agent) 500,000,000 which, in the case of (i) and (ii) above, so long as there is no Default, Default or Event of Default, shall be reasonably satisfactory to the Lead Borrower (whose consent shall not be unreasonably withheld or delayed). Upon the acceptance of any appointment as Agent by a successor Agent, such successor Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring Agent and the retiring Agent shall be discharged from its duties and obligations under this Agreement. After any retiring Agent's ’s resignation hereunder as such Agent, the provisions of this Article IX Section 8 shall inure to its benefit as to any actions taken or omitted to be taken by it while it was such Agent under this Agreement.

Successor Agent. Any The Agent may resign at any time by giving five Business Days' written notice thereof to the Lenders, the Issuing Bank, the other Agents Lenders and the Lead BorrowerBorrower and may be removed at any time with or without cause by the Required Lenders. Upon any such resignation of any Agentor removal, the Required Lenders shall have the right to appoint a successor Agent, which so long as there is no Default, or Event of Default, shall be reasonably satisfactory to the Lead Borrower (whose consent shall not be unreasonably withheld or delayed). If no successor Agent shall have been so appointed by the Required Lenders and shall have accepted such appointment, within 30 days after the retiring Agent's giving of notice of resignation, the retiring Agent may, on behalf of the Lenders, the other Agents and the Issuing Bank, appoint a successor Agent which shall be (i) a commercial bank (organized or affiliate thereof) organized licensed under the laws of the United States of America or of any State thereof and having a combined capital and surplus of a at least $100,000,0001,000,000,000. If no successor Agent shall have been so appointed by the Required Lenders, (ii) and shall have accepted such appointment, within 30 days after the retiring Agent's giving of notice of resignation or a Lender capable of complying with all of the duties of such Agent (and the Issuing Bank), hereunder (in the opinion Required Lenders' removal of the retiring Agent, then the retiring Agent and as certified to may, on behalf of the Lenders in writing by such Lenders, appoint a successor Agent) which, in the case of (i) and (ii) above, so long as there is no Default, or Event of Default, which shall be reasonably satisfactory to a commercial bank organized or licensed under the Lead Borrower (whose consent shall not be unreasonably withheld laws of the United States of America or delayed)of any State thereof and having a combined capital and surplus of at least $1,000,000,000. Upon the acceptance of any appointment as Agent hereunder by a successor Agent, such successor Agent shall thereupon succeed to and become vested with all the rights, powers, discretion, privileges and duties of the retiring Agent Agent, and the retiring Agent shall be discharged from its duties and obligations under this Agreement. After any retiring Agent's resignation or removal hereunder as such Agent, the provisions of this Article IX VIII shall inure to its benefit as to any actions taken or omitted to be taken by it while it was such Agent under this Agreement. If within 45 days after written notice is given of the retiring Agent's resignation or removal under this Section 8.06 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 Financing Documents and (c) the Required Lenders shall thereafter perform all duties of the retiring Agent under the Financing Documents until such time, if any, as the Required Lenders appoint a successor Agent as provided above.

Successor Agent. Any The Administrative Agent may resign at any time by giving five Business Days' written notice thereof to the Lenders and the Borrower and may be removed at any time with or without cause by the Required Lenders, with any such resignation or removal to become effective only upon the Issuing Bank, the other Agents and the Lead Borrowerappointment of a successor Administrative Agent pursuant to this Section 8.09. Upon any such resignation of any Agentor removal, the Required Lenders shall have the right to appoint a successor Administrative Agent, which so long as there is no Default, or Event of Default, . Such successor shall be reasonably satisfactory subject to the Lead Borrower (whose consent shall approval of the Borrower, such approval not to be unreasonably withheld or delayed; provided that such approval shall not be necessary if at the time such successor is appointed there shall have occurred and be continuing an Event of Default described in Section 6.01 (a), (g) or (h). If no successor Administrative Agent shall have been so appointed by the Required Lenders Lenders, and shall have accepted such appointment, within 30 days after the retiring Administrative Agent's ’s giving of notice of resignation, resignation or the Required Lenders’ removal of the retiring Administrative Agent, then the retiring Administrative Agent may, on behalf of the Lenders, the other Agents and the Issuing Bank, appoint a successor Agent Administrative Agent, which shall be (i) a Lender or shall be another commercial bank (or affiliate thereof) trust company organized under the laws of the United States of America or of any State thereof and having a combined capital and surplus of a at least $100,000,000, (ii) or a Lender capable of complying with all 400,000,000. Such successor shall be subject to the approval of the duties of Borrower, such Agent (and the Issuing Bank), hereunder (in the opinion of the retiring Agent and as certified approval not to the Lenders in writing by such successor Agent) which, in the case of (i) and (ii) above, so long as there is no Default, or Event of Default, shall be reasonably satisfactory to the Lead Borrower (whose consent shall not be unreasonably withheld or delayed; provided that such approval shall not be necessary if at the time such successor is appointed there shall have occurred and be continuing an Event of Default described in Section 6.01(a), (g) or (h). Upon the acceptance of any appointment as Administrative Agent hereunder by a successor Administrative Agent, such successor Administrative Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring Agent Administrative Agent, and the retiring Agent Administrative Agent, shall be discharged from its duties and obligations under this Agreement. After any retiring Administrative Agent's ’s resignation or removal hereunder as such Administrative Agent, the provisions of this Article IX VIII shall inure to its benefit as to any actions taken or omitted to be taken by it while it was such Administrative Agent under this Agreement.

Successor Agent. Any (a) Agent may resign at any time by giving five Business Days' written assign its 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 aggregate outstanding Credit Extensions to 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 thereof to the LendersLenders and Borrower. An assignment by Agent pursuant to this subsection (a) shall not be deemed a resignation by Agent for purposes of subsection (b) below. (b) Without limiting the rights of Agent to designate an assignee pursuant to subsection (a) above, Agent may at any time give notice of its resignation to the Issuing Bank, the other Agents Lenders and the Lead Borrower. Upon receipt of any such resignation notice of any Agentresignation, the Required Lenders shall have the right to appoint a successor Agent, which so long as there is no Default, or Event of Default, shall be reasonably satisfactory to the Lead Borrower (whose consent shall not be unreasonably withheld or delayed). If no such successor Agent shall have been so appointed by the Required Lenders and shall have accepted such appointment, appointment within 30 days ten (10) Business Days after the retiring Agent's giving of Agent gives notice of its resignation, then the retiring Agent may, on behalf of the Lenders, the other Agents and the Issuing Bank, appoint a successor Agent; provided, however, that if Agent which shall be notify Borrower and the Lenders that no Person has accepted such appointment, then such resignation shall nonetheless become effective in accordance with such notice from Agent that no Person has accepted such appointment and, from and following delivery of such notice, (i) a commercial bank (or affiliate thereof) organized under the laws of the United States of America or of any State thereof and having a combined capital and surplus of a least $100,000,000, (ii) or a Lender capable of complying with all of the duties of such Agent (and the Issuing Bank), 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 (i) and (ii) above, so long as there is no Default, or Event of Default, shall be reasonably satisfactory to the Lead Borrower (whose consent shall not be unreasonably withheld or delayed). Upon the acceptance of any appointment as Agent by a successor Agent, such successor Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring Agent and the retiring Agent shall be discharged from its duties and obligations hereunder and under this Agreement. After any retiring Agent's resignation hereunder as such Agentthe other Loan Documents, the provisions of this Article IX 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 or to each Lender directly, until such time as Required Lenders appoint a successor Agent under as provided for above in this Agreementsubsection (b).

Successor Agent. Any Agent may resign at any time by giving five Business Days' give notice of its resignation to Lenders and Borrower, which resignation shall not be effective until the time at which (a) the majority of the Lenders have delivered to Agent their written notice thereof consent to such resignation and (b) prior to the Lenders, the Issuing Bank, the other Agents and the Lead Borrower. Upon any such resignation occurrence of any Agent, the Required Lenders shall have the right to appoint a successor Agent, which so long as there is no Default, or an Event of Default, shall be reasonably satisfactory Borrower has delivered to the Lead Borrower (whose Agent its written consent to such resignation, which consent shall not be unreasonably withheld or delayed). Upon receipt of any such notice of resignation, the Lenders shall have the right, in consultation with Borrower, to appoint a successor, which shall be a financial institution with an office in the State of California, or an Affiliate of any such bank with an office in the State of California. If no such successor Agent shall have been so appointed by the Required Lenders and shall have accepted such appointment, appointment within 30 thirty (30) days after the retiring Agent's giving Agent has received the written consent of notice the majority of the Lenders to such resignation, then the retiring Agent may, may on behalf of the Lenders, the other Agents and the Issuing Bank, appoint a successor Agent which meeting the qualifications set forth above; provided that in no event shall any such successor Agent be (i) a commercial bank (or affiliate thereof) organized under the laws of the United States of America or of any State thereof Defaulting Lender and having a combined capital and surplus of a least $100,000,000, (ii) or a Lender capable of complying with all of the duties of such Agent (and the Issuing Bank), hereunder (in the opinion of provided further that if the retiring Agent shall notify Borrower and as certified to the Lenders that no qualifying Person has accepted such appointment, then such resignation shall nonetheless become effective in writing by accordance with such successor Agent) which, in the case of (i) notice and (ii1) above, so long as there is no Default, or Event of Default, shall be reasonably satisfactory to the Lead Borrower (whose consent shall not be unreasonably withheld or delayed). Upon the acceptance of any appointment as Agent by a successor Agent, such successor Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring Agent and the retiring Agent shall be discharged from its duties and obligations hereunder and under this Agreement. After the other Loan Documents (except that in the case of any retiring Agent's resignation hereunder as such Agentcollateral security held by Agent on behalf of the Lenders under any of the Loan Documents, the provisions of this Article IX retiring Agent shall inure continue to its benefit hold such collateral security until such time as a successor Agent is appointed and such collateral security is assigned to any actions taken or omitted such successor Agent) and (2) all payments, communications and determinations provided to be taken made by, to or through Agent shall instead be made by it while it was or to each Lender directly, until such time as the Lenders appoint a successor Agent under this Agreement.as provided for above in this

Successor Agent. Any Agent (a) may resign at any time as Agent under the Credit Documents by giving five Business Days' thirty (30) days’ prior written notice thereof to the LendersBanks and Borrower, and (b) may be removed as Agent under the Issuing Bank, Credit Documents at any time with or without cause upon written notice to Agent and Borrower signed by the other Agents and the Lead BorrowerMajority Banks. Upon any such resignation of any Agentor removal, the Required Lenders Majority Banks shall have the right to appoint a successor AgentAgent thereunder (with, which so long as there is no Default, or unless an Event of DefaultDefault has occurred and is continuing, shall be reasonably satisfactory Borrower’s prior written consent, not to the Lead Borrower (whose consent shall not be unreasonably withheld or delayed). If no successor Agent shall have been so appointed by the Required Lenders Majority Banks, and shall have accepted such appointment, within 30 thirty (30) days after the retiring Agent's ’s giving of notice of resignationresignation or the Majority Banks’ removal of the retiring Agent, then the retiring Agent may, on behalf of the Lenders, the other Agents and the Issuing BankBanks, appoint a successor Agent (with, unless an Event of Default has occurred and is continuing, Borrower’s prior written consent, not to be unreasonably withheld or delayed), which shall be (i) a commercial bank (or affiliate thereof) organized under the laws of the United States of America or of any State a state thereof and having a combined capital and surplus of at least Two Hundred Million Dollars ($200,000,000). Unless and until a least $100,000,000successor Agent shall have been appointed as above provided, (ii) or a Lender capable of complying with all of the duties of such Agent (and the Issuing Bank), hereunder (in the opinion of the retiring Agent and shall serve as certified to a caretaker Agent unless dismissed by the Lenders in writing by such successor Agent) which, in the case of (i) and (ii) above, so long as there is no Default, or Event of Default, shall be reasonably satisfactory to the Lead Borrower (whose consent shall not be unreasonably withheld or delayed)Majority Banks. Upon the acceptance of any appointment as Agent under the Credit Documents by a successor Agent, such successor Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring Agent Agent, and the retiring Agent shall be discharged from its all duties and obligations of Agent arising thereafter under this Agreementthe Credit Documents. After any retiring Agent's ’s resignation hereunder or removal as such AgentAgent under the Credit Documents, the provisions of this Article IX VII shall inure to its benefit as to any actions taken or omitted to be taken by it while it was such Agent under this Agreementthe Credit Documents.

Successor Agent. Any Agent may resign If at any time by giving five Business Days' written notice thereof the Agent deems it advisable, in its sole discretion, it may submit to the Lenders, the Issuing Bank, each of the other Agents Lenders and the Lead BorrowerParent a written notice of its resignation as Agent under the Loan Documents, such resignation to be effective upon the earlier of (i) the written acceptance of the duties of the Agent under the Loan Documents by a successor Agent and (ii) on the 30th day after the date of such notice. Upon any such resignation of any Agentresignation, the Required Lenders shall have the right to appoint from among the Lenders which is a commercial bank a successor Agent, which so long as there is no Default, or Event of Default, shall be reasonably satisfactory to the Lead Borrower (whose consent shall not be unreasonably withheld or delayed). If no successor Agent shall have been so appointed by the Required Lenders and shall have accepted such appointment, appointment in writing within 30 days after the retiring Agent's giving of notice of resignation, then the retiring Agent may, on behalf of the Lenders, the other Agents Issuing Bank and the Issuing BankLenders, appoint a successor Agent, which successor Agent which shall be (i) a commercial bank (or affiliate thereof) organized under the laws of the United States of America or of any State thereof and having a combined capital capital, surplus, and surplus undivided profits of a at least $100,000,000, (ii) or a Lender capable of complying with all of the duties of such Agent (250,000,000 and the Issuing Bank), 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 (i) and (ii) above, so long as there is no Default, or Event of Default, which shall be reasonably satisfactory acceptable to the Lead Borrower (whose consent shall not be unreasonably withheld or delayed)Parent. Upon the acceptance of any appointment as Agent hereunder by a successor Agent, such successor Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring Agent Agent, and the retiring Agent's rights, powers, privileges and duties as Agent under the Loan Documents shall be discharged from its duties terminated. Each Borrower, the other Credit Parties, the Issuing Bank and obligations under this Agreementthe Lenders shall execute such documents as shall be necessary to effect such appointment. After any retiring Agent's resignation hereunder as such Agent, the provisions of this Article IX the Loan Documents shall inure to its benefit as to any actions taken or omitted to be taken by it it, and any amounts owing to it, while it was such Agent under this Agreementthe Loan Documents. If at any time there shall not be a duly appointed and acting Agent, each Borrower agrees to make each payment due under the Loan Documents directly to the Issuing Bank and the Lenders entitled thereto during such time.

Successor Agent. Any The Agent may resign at any time by giving five Business Days' 10 days’ prior written notice thereof to the Lenders, Lenders and the Issuing BankBorrowers. The Agent may be removed by the Required Lenders at any time by giving 10 days’ prior written notice thereof to the Agent, the other Agents Lenders and the Lead BorrowerBorrowers. Upon any such resignation of any Agentor removal, the Required Lenders shall have the right to appoint a successor Agent, which so long as there is no Default, or Event of Default, shall be reasonably satisfactory to the Lead Borrower (whose consent shall not be unreasonably withheld or delayed). If no successor Agent shall have been so appointed by the Required Lenders and consented to, and shall have accepted such appointment, within 30 days after the retiring Agent's giving of such notice of resignationresignation or removal, then the retiring Agent may, on behalf of the Lenders, the other Agents and the Issuing Bank, appoint a successor Agent. Each successor Agent which shall be (i) a commercial bank (or affiliate thereof) trust company 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 a at least $100,000,000, (ii) or a Lender capable of complying with all of the duties of such Agent (and the Issuing Bank), 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 (i) and (ii) above, so long as there is no Default, or Event of Default, shall be reasonably satisfactory to the Lead Borrower (whose consent shall not be unreasonably withheld or delayed)1,000,000,000. Upon the acceptance by a successor Agent of any its appointment as Agent by a successor Agenthereunder, such successor Agent shall thereupon succeed to and become vested with all the properties, rights, powers, privileges and duties of the former Agent, without further act, deed or conveyance. Upon the effective date of resignation or removal of a retiring Agent and the retiring Agent, such Agent shall be discharged from its duties and obligations under this Agreement. After any retiring Agent's resignation hereunder as such AgentAgreement and the other Loan Documents, but the provisions of this Article IX Agreement shall inure to its benefit as to any actions taken or omitted to be taken by it while it was such Agent under this Agreement. If and so long as no successor Agent shall have been appointed, then any notice or other communication required or permitted to be given by the Agent shall be sufficiently given if given by the Required Lenders, all notices or other communications required or permitted to be given to the Agent shall be given to each Lender, and all payments to be made to the Agent shall be made directly to the Borrowers or Lender for whose account such payment is made.

Successor Agent. Any (a) The Agent may resign at any time by giving five Business Daysat least ninety (90) days' written notice thereof to the Lenders, the Issuing Bank, the other Agents Borrower and the Lead Borrowereach Lender. Upon any such resignation of any Agentresignation, the Required Lenders shall have the right to appoint a successor Agent, which so long as there is no Default, or Event of Default, shall be reasonably satisfactory to Agent approved by the Lead Borrower (whose consent shall which approval will not be unreasonably withheld or delayed). If no successor Agent shall have been so appointed by the Required Lenders (and approved by the Borrower) and shall have accepted such appointment, appointment within 30 ninety (90) days after the retiring Agent's giving of notice of resignation, then the retiring Agent may, on behalf of the Lenders, the other Agents and the Issuing Bank, appoint a successor Agent which, if such successor Agent is not an Affiliate of any of the Lenders, is approved by the Borrower (which approval will not be unreasonably withheld or delayed), and which successor Agent shall be (x) either (i) a commercial bank (or affiliate thereof) organized under the laws of the United States of America or of any State thereof and having a combined capital and surplus of a at least $100,000,000250,000,000, (ii) or a Lender capable of complying with all of the duties an Affiliate of such Agent a bank, or (iii) an Affiliate of MLMC and the Issuing Bank), hereunder (y) experienced in the opinion types of the retiring Agent and as certified to the Lenders in writing transactions contemplated by such successor Agentthis Agreement. (b) which, in the case of (i) and (ii) above, so long as there is no Default, or Event of Default, shall be reasonably satisfactory to the Lead Borrower (whose consent shall not be unreasonably withheld or delayed). Upon the acceptance of any appointment as Agent hereunder by a successor Agent, such successor Agent shall thereupon succeed to and become vested with all of the rights, powers, privileges and duties of the retiring Agent Agent, and the retiring Agent shall be discharged from its duties and obligations under this AgreementAgreement and the other Facility Documents. After any retiring Agent's resignation hereunder as such Agent, the provisions of this Article IX Section 14 shall inure to its benefit as to any actions taken or omitted to be taken by it while it was such Agent under this Agreement.Agreement and the other Facility Documents. [Signature Page Follows]

Successor Agent. Any Agent may resign at any time by giving five Business Daysnot less than thirty (30) days' prior written notice thereof to the Lenders, the Issuing Bank, the other Agents Lenders and the Lead Borrower. Upon any such resignation of any Agentresignation, the Required Requisite Lenders shall have the right to appoint a successor Agent, which so long as there is no Default, or Event of Default, shall be reasonably satisfactory to the Lead Borrower (whose consent shall not be unreasonably withheld or delayed). If no successor Agent shall have been so appointed by the Required Requisite Lenders and shall have accepted such appointment, appointment within 30 thirty (30) days after the retiring resigning Agent's giving of notice of resignation, then the retiring resigning Agent may, on behalf of the Lenders, the other Agents and the Issuing Bank, appoint a successor Agent Agent, which shall be (i) a Lender, if a Lender is willing to accept such appointment, or otherwise shall be a commercial bank (or affiliate thereof) financial institution or a subsidiary of a commercial bank or financial institution if such commercial bank or financial institution is organized under the laws of the United States of America or of any State thereof and having has a combined capital and surplus of a at least $100,000,000300,000,000. If no successor Agent has been appointed pursuant to the foregoing, within thirty (ii30) or a Lender capable days after the date such notice of complying with resignation was given by the resigning Agent, such resignation shall become effective and the Requisite Lenders shall thereafter perform all of the duties of Agent hereunder until such time, if any, as the Requisite Lenders appoint a successor Agent (and the Issuing Bank), as provided above. Any successor Agent appointed by Requisite Lenders hereunder (in the opinion of the retiring Agent and as certified shall be subject to the Lenders in writing by approval of Borrower, such successor Agent) which, in the case of (i) and (ii) above, so long as there is no Default, or Event of Default, shall be reasonably satisfactory approval not to the Lead Borrower (whose consent shall not be unreasonably withheld or delayed). Upon the acceptance ; provided that such approval shall not be required if a Default or an Event of any appointment as Agent by a successor Agent, such successor Agent shall thereupon succeed to Default has occurred and become vested with all the rights, powers, privileges and duties of the retiring Agent and the retiring Agent shall be discharged from its duties and obligations under this Agreement. After any retiring Agent's resignation hereunder as such Agent, the provisions of this Article IX shall inure to its benefit as to any actions taken or omitted to be taken by it while it was such Agent under this Agreement.is

Successor Agent. Any The Agent may resign at any time by giving five Business Days' written notice thereof to the Lenderseach Bank Investor, the Issuing Bank, the other Agents Company and the Lead BorrowerTransferor and may be removed at any time with cause by the Majority Investors. Upon any such resignation of any Agentor removal, (i) if no Termination Event shall have occurred, the Required Lenders Transferor,with the consent of the Majority Investors, shall appoint a successor Agent and (ii) if a Termination Event shall have occurred, the right to Company and the Majority Investors shall appoint a successor Agent. The Transferor and the Company and each Bank Investor, which so long as there is no Defaultapplicable, or Event of Default, shall be reasonably satisfactory to the Lead Borrower (whose consent each agrees that it shall not be unreasonably withheld withhold or delayed)delay its approval of the appointment of a successor Agent. If no such successor Agent shall have been so appointed by the Required Lenders appointed, and shall have accepted such appointment, within 30 days after the retiring Agent's giving of notice of resignationresignation or the Majority Investors' removal of the retiring Agent, then the retiring Agent may, on behalf of the Lenders, the other Agents Company and the Issuing BankBank Investors, appoint a successor Agent which successor Agent shall be either (i) a commercial bank (or affiliate thereof) organized under the laws of the United States of America or of any State state thereof and having have a combined capital and surplus of a at least $100,000,000, 50,000,000 or (ii) or a Lender capable of complying with all of the duties an Affiliate of such Agent (and the Issuing Bank), 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 (i) and (ii) above, so long as there is no Default, or Event of Default, shall be reasonably satisfactory to the Lead Borrower (whose consent shall not be unreasonably withheld or delayed)a bank. Upon the acceptance of any appointment as Agent hereunder by a successor Agent, such successor Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring Agent Agent, and the retiring Agent shall be discharged from its duties and obligations under this Agreement. After any retiring Agent's resignation or removal hereunder as such Agent, the provisions of this Article IX shall continue to inure to its benefit as to any 0111920.07-01S7a 5 actions taken or omitted to be taken by it while it was such Agent under this Agreement." (c) Amendment to Section 11.6(a). Section 11.6(a) of the original Agreement is hereby deleted and replaced with the following (solely for convenience additional language is italicized): (a) This Agreement shall be binding on the parties hereto and their respective successors and assigns; provided, however, that the Transferor may not assign any of its rights or delegate any of its duties hereunder without the prior written consent of the Company and the Majority Investors. No provision of this Agreement shall in any manner restrict the ability of the Company to assign, participate, grant security interests in, or otherwise transfer any portion of the Transferred Interest."

Successor Agent. Any Agent may resign If at any time by giving five Business Days' the Agent deems it advisable, in its sole discretion, it may submit to the Issuing Bank and each of the Lenders a written notice thereof of its resignation as Agent under the Loan Documents, such resignation to be effective upon the Lenders, earlier of (i) the Issuing Bank, written acceptance of the other Agents duties of the Agent under the Loan Documents by a successor Agent and (ii) on the Lead Borrower30th day after the date of such notice. Upon any such resignation of any Agentresignation, the Required Lenders shall have the right to appoint from among the Lenders a successor Agent, which so long as there is no Default, or Event of Default, shall be reasonably satisfactory to the Lead Borrower (whose consent shall not be unreasonably withheld or delayed). If no successor Agent shall have been so appointed by the Required Lenders and shall have accepted such appointment, appointment in writing within 30 days after the retiring Agent's giving of notice of resignation, then the retiring Agent may, on behalf of the Lenders, the other Agents Issuing Bank and the Issuing BankLenders, appoint a successor Agent, which successor Agent which shall be (i) a commercial bank (or affiliate thereof) organized under the laws of the United States of America or of any State thereof and having a combined capital capital, surplus, and surplus undivided profits of a at least $100,000,000, (ii) or a Lender capable of complying with all of the duties of such Agent (and the Issuing Bank), 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 (i) and (ii) above, so long as there is no Default, or Event of Default, shall be reasonably satisfactory to the Lead Borrower (whose consent shall not be unreasonably withheld or delayed). Upon the acceptance of any appointment as Agent hereunder by a successor Agent, such successor Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring Agent Agent, and the retiring Agent's rights, powers, privileges and duties as Agent under the Loan Documents shall be discharged from its duties terminated. The Loan Parties, the Issuing Bank and obligations under this Agreementthe Lenders shall execute such documents as shall be necessary to effect such appointment. After any retiring Agent's resignation hereunder as such Agent, the provisions of this Article IX the Loan Documents shall inure to its benefit as to any actions taken or omitted to be taken by it while it was such Agent under this Agreementthe Loan Documents. If at any time there shall not be a duly appointed and acting Agent, the Borrower agrees to make each payment due under the Loan Documents directly to the Issuing Bank and the Lenders entitled thereto during such time.

Successor Agent. Any The Agent may resign at any time as Agent under this Agreement by giving five Business Days' written notice thereof to the LendersNote Holders, the Issuing BankCertificate Holders, the other Agents Trustee and the Lead BorrowerCompany and may be removed at any time with or without cause by the Majority Holders. Upon any such resignation of any Agentor removal, the Required Lenders Majority Holders, subject to the consent of the Company (which consent shall not be unreasonably withheld), shall have the right to appoint a successor Agent, Agent which so long as there is no Default, or Event of Default, shall be a commercial bank or trust company organized under the laws of the United States of America or any State thereof (or otherwise authorized by law to conduct a banking business in the United States of America or any State thereof) reasonably satisfactory acceptable to the Lead Borrower (whose consent shall not be unreasonably withheld or delayed)Company. If no successor Agent shall have been so appointed by the Required Lenders Majority Holders, and shall have accepted such appointment, or any successor Agent appointed shall not have accepted such appointment, in either case, within 30 thirty (30) days after the retiring Agent's giving of notice of resignationresignation or the Majority Holders' removal of the retiring Agent, then the retiring Agent may, on behalf of the Lenders, the other Agents Note Holders and the Issuing BankCertificate Holders, appoint a successor Agent Agent, which shall be (i) a Note Holder which is a commercial bank (or affiliate thereof) organized under the laws of the United States of America or of any State thereof and having a combined capital and surplus of a at least $100,000,000, (ii) or a Lender capable of complying with all of the duties of such Agent (and the Issuing Bank), 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 (i) and (ii) above, so long as there is no Default, or Event of Default, shall be reasonably satisfactory to the Lead Borrower (whose consent shall not be unreasonably withheld or delayed)250,000,000. Upon the acceptance of any appointment as Agent under this Agreement by a successor Agent, such successor Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring Agent and shall function as the Agent under this Agreement, and the retiring Agent shall be discharged from its duties and obligations as Agent (other than those which arise prior to such Agent's removal or resignation) under this Agreement. After any retiring Agent's resignation hereunder as such Agent, the provisions of this Article IX Sections 8.01 through 8.06 shall inure to its benefit as to any actions taken or omitted to be taken by it while it was such Agent under this Agreement.

Successor Agent. Any The Agent may resign at any time as Agent under the Financing Agreements by giving five Business Days' written notice thereof to the Lenders, Lenders and Borrower and may be removed by the Issuing Bank, Required Lenders if it has breached its obligations under the other Agents and the Lead BorrowerFinancing Agreements. Upon any such resignation of any Agentor removal, the Required Lenders shall have the right to appoint a successor AgentAgent with, which so long as there provided that no Default has occurred and is no Defaultcontinuing hereunder, or Event the prior written consent of DefaultBorrower, shall be reasonably satisfactory such consent not to the Lead Borrower (whose consent shall not be unreasonably withheld or delayed)withheld. If no successor Agent shall have been so appointed by the Required Lenders and or shall have accepted such appointment, appointment within 30 sixty (60) days after the retiring Agent's ’s giving of notice of resignationresignation or the Required Lenders’ removal of the Agent, then the retiring Agent may, on behalf of the Lenders, the other Agents and the Issuing Bank, appoint a successor Agent with, provided that no Default has occurred and is continuing hereunder, the prior written consent of Borrower, such consent not to be unreasonably withheld, which shall be (i) a commercial bank (or affiliate thereof) other financial institution organized under the laws of the United States of America or of any State thereof and having a combined capital and surplus of a at least $100,000,000, (ii) or a Lender capable of complying with all of the duties of such Agent (and the Issuing Bank), 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 (i) and (ii) above, so long as there is no Default, or Event of Default, shall be reasonably satisfactory to the Lead Borrower (whose consent shall not be unreasonably withheld or delayed)500,000,000. Upon the acceptance of any appointment as Agent hereunder by a successor Agent, such successor Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring Agent Agent, and the retiring Agent shall be discharged from its duties and obligations under this Agreement. After any the retiring Agent's ’s resignation hereunder or removal as such Agent, the provisions of this Article IX Section 9.10 shall inure to its benefit as to any actions taken or omitted to be taken by it while it was such Agent under this Agreement.

Successor Agent. Any Agent may resign at any time by giving five Business Days' ’ written notice thereof to the Lenders, the Issuing Bank, the other Agents and the Lead Borrower. Upon any such resignation of any Agent, the Required Lenders shall have the right to appoint a successor Agent, which so long as there is no Default, or Event of Default, shall be reasonably satisfactory to the Lead Borrower (whose consent shall not be unreasonably withheld or delayed). If no successor Agent shall have been so appointed by the Required Lenders and shall have accepted such appointment, within 30 days after the retiring Agent's ’s giving of notice of resignation, the retiring Agent may, on behalf of the Lenders, the other Agents and the Issuing Bank, appoint a successor Agent which shall be (i) a commercial bank (or affiliate thereof) organized under the laws of the United States of America or of any State thereof and having a combined capital and surplus of a least $100,000,000, (ii) or a Lender capable of complying with all of the duties of such Agent (and the Issuing Bank), 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 (i) and (ii) above, so long as there is no Default, or Event of Default, shall be reasonably satisfactory to the Lead Borrower (whose consent shall not be unreasonably withheld or delayed). Upon the acceptance of any appointment as Agent by a successor Agent, such successor Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring Agent and the retiring Agent shall be discharged from its duties and obligations under this Agreement. After any retiring Agent's ’s resignation hereunder as such Agent, the provisions of this Article IX shall inure to its benefit as to any actions taken or omitted to be taken by it while it was such Agent under this Agreement.

Successor Agent. Any (a) The Agent may may, upon five (5) Business Days' notice to the Lenders and the Borrower, resign at any time (effective upon the appointment of a successor Agent pursuant to the provisions of this Section 10.9) by giving five Business Days' written notice thereof to the Lenders, the Issuing Bank, the other Agents Lenders and the Lead Borrower. Upon any such resignation of any Agentresignation, the Required Majority Lenders shall have the right to appoint a successor Agentright, which so long as there is no Default, or Event of Default, shall be reasonably satisfactory to upon five (5) days' notice and approval by the Lead Borrower (whose consent which approval shall not be unreasonably withheld or delayed), to appoint a successor Agent. If no successor Agent shall have been so appointed by the Required Majority Lenders and shall have accepted such appointment, within 30 thirty (30) days after the retiring Agent's giving of notice of resignation, then, upon five (5) days' notice and approval by the Borrower (which approval shall not be unreasonably withheld or delayed), the retiring Agent may, on behalf of the Lenders, the other Agents and the Issuing Bank, appoint a successor Agent Agent, which shall be (i) a bank or a trust company or other financial institution which maintains an office in the United States, or a commercial bank (or affiliate thereof) organized under the laws of the United States of America or of any State thereof and thereof, or any Affiliate of such bank or trust company or other financial institution which is engaged in the banking business, having a combined capital and surplus of a at least $100,000,000, 500,000,000. (iib) or a Lender capable of complying with all of the duties of such Agent (and the Issuing Bank), 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 (i) and (ii) above, so long as there is no Default, or Event of Default, shall be reasonably satisfactory to the Lead Borrower (whose consent shall not be unreasonably withheld or delayed). Upon the acceptance of any appointment as Agent hereunder by a successor Agent, such successor Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring Agent Agent, and the retiring Agent shall be discharged from its duties and obligations as Agent under this AgreementCredit Agreement and the other Credit Documents. After any retiring Agent's resignation hereunder as such Agent, the provisions of this Article IX 10 shall inure to its benefit as to any actions taken or omitted to be taken by it while it was such Agent under or in connection with this Credit Agreement.

Successor Agent. Any (a) Agent may may, upon five (5) Business Days notice to Lenders and Borrowers, resign at any time (effective upon the appointment of a successor Agent pursuant to the provisions of this Section 11.9(a)) by giving five Business Days' written notice thereof to the Lenders, the Issuing Bank, the other Agents Lenders and the Lead BorrowerBorrowers. Upon any such resignation of any Agentresignation, the Required Lenders shall have the right right, upon five (5) days notice, to appoint a successor Agent, which so long as there is no Default, or Event of Default, shall be reasonably satisfactory to the Lead Borrower (whose consent shall not be unreasonably withheld or delayed). If no successor Agent shall have been so appointed by the Required Lenders Lenders, and shall have accepted such appointment, within 30 thirty (30) days after the retiring Agent's ’s giving of notice of resignation, then, upon five (5) days notice, the retiring Agent may, on behalf of the Lenders, the other Agents and the Issuing Bank, appoint a successor Agent Agent, which shall be (i) a bank or other financial institution which maintains an office in the United States, or a commercial bank (or affiliate thereof) organized under the laws of the United States of America or of any State thereof and thereof, or any affiliate of such bank or trust or other financial institution which is engaged in the banking business, having a combined capital and surplus of a at least $100,000,000500,000,000; provided, (ii) or a Lender capable of complying with all of the duties of such Agent (and the Issuing Bank)however, hereunder (in the opinion of the retiring Agent and as certified to the that Required Lenders in writing by may, upon five days notice, replace any such successor Agent appointed by a retiring Agent. (b) which, in the case of (i) and (ii) above, so long as there is no Default, or Event of Default, shall be reasonably satisfactory to the Lead Borrower (whose consent shall not be unreasonably withheld or delayed). Upon the acceptance of any appointment as Agent hereunder by a successor Agent, such successor Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring Agent Agent, and the retiring Agent shall be discharged from its duties and obligations under this Agreement. After any retiring Agent's ’s resignation hereunder as such Agent, the provisions of this Article IX XI shall inure to its benefit as to any actions taken or omitted to be taken by it while it was such Agent under this Agreement. In the event Agent or its assets are taken over by any state or federal agency having jurisdiction over Agent or its assets, a majority of the Lenders other than Agent may appoint a successor Agent.

Successor Agent. Any The Agent may resign at any time by giving five Business Days' written notice thereof to the Lenders, the Issuing Bank, the other Agents Banks and the Lead Borrower. Upon any such resignation of any Agentresignation, the Required Lenders Banks shall have the right to appoint a successor Agent, which so long as there is successor Agent, provided no Default, or Event of DefaultDefault shall have occurred and be continuing, shall be reasonably satisfactory subject to approval by the Lead Borrower (whose consent Borrower, which approval shall not be unreasonably withheld or delayed). If no successor Agent shall have been so appointed by the Required Lenders Xxxxx, and shall have accepted such appointment, within 30 days after the retiring Agent's giving of Agent gives notice of resignation, then the retiring Agent may, on behalf of the Lenders, the other Agents and the Issuing BankBanks, appoint a successor Agent which Agent. The Agent, whether appointed by the Required Banks or by the retiring Agent, shall be (i) a commercial bank (organized or affiliate thereof) organized licensed under the laws of the United States of America or of any State thereof and having a combined capital and surplus of a at least $100,000,000, (ii) or a Lender capable of complying with all of the duties of such Agent (and the Issuing Bank), 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 (i) and (ii) above, so long as there is no Default, or Event of Default, shall be reasonably satisfactory to the Lead Borrower (whose consent shall not be unreasonably withheld or delayed)500,000,000. Upon the acceptance of any its appointment as Agent hereunder by a successor Agent, such successor Agent shall thereupon succeed to and become vested with all the rights, powers, privileges rights and duties of the retiring Agent Agent, and the retiring Agent shall be discharged from its duties and obligations under this Agreementhereunder. After any retiring Agent's resignation hereunder as such Agent, the provisions of this Article IX shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Agent. In addition, if Xxxxxx Guaranty Trust Company of New York ("Xxxxxx"), as Agent, shall at any time hold Commitments equal to less than $25,000,000 in the aggregate, it shall promptly notify the Banks and the Borrower thereof and shall offer to resign as Agent. If such offer shall be accepted by the Required Banks (for this purpose only, Xxxxxx shall be deemed to have accepted its own offer to resign), a successor Agent under shall be appointed in accordance with this AgreementSection 7.08.

Successor Agent. Any (a) The Agent may resign at any time by giving five Business Days' written notice thereof to the Lenders and the Borrowers and may be removed at any time with cause by the Majority Lenders; provided, however, the Issuing BankAgent may not resign or be removed until (i) a successor Agent has been appointed and shall have accepted such appointment, (ii) the other Agents successor Agent has assumed all responsibility for issuance of the Letters of Credit and the Lead Borrowersuccessor Agent has assumed in the place and stead of the Agent all existing liability under outstanding Letters of Credit, and (iii) the successor Agent has assumed in the place and stead of the Agent all liability and responsibility of the Swing Line Lender, including the purchase by the successor Agent from the Agent of the Swing Line Lender's position in the Swing Line Note. The transactions described in the immediately preceding sentence shall be accomplished pursuant to written agreements reasonably satisfactory to the Agent and the successor Agent. Upon any such resignation of any Agentor removal, the Required Majority Lenders shall have the right to appoint a successor Agent, which so long as there is no Default, or Event of Default, shall be reasonably satisfactory to the Lead Borrower (whose consent shall not be unreasonably withheld or delayed). If no successor Agent shall have been so appointed by the Required Lenders Majority Lenders, and shall have accepted such appointment, within 30 thirty (30) days after the retiring Agent's giving of notice of resignationresignation or the Majority Lenders' removal of the retiring Agent, then the retiring Agent may, on behalf of the Lenders, the other Agents and the Issuing Bank, appoint a successor Agent Agent, which shall be (i) a bank that maintains an office in the United States, or a commercial bank (or affiliate thereof) organized under the laws of the United States of America or of any State thereof and thereof, or any Affiliate of such bank, having a combined capital and surplus of a at least $100,000,000, . (iib) or a Lender capable of complying with all of the duties of such Agent (and the Issuing Bank), 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 (i) and (ii) above, so long as there is no Default, or Event of Default, shall be reasonably satisfactory to the Lead Borrower (whose consent shall not be unreasonably withheld or delayed). Upon the acceptance of any appointment as the Agent hereunder by a successor Agent, such successor Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring Agent Agent, and the retiring Agent shall be discharged from its duties and obligations under this Agreement. After any retiring Agent's resignation or removal hereunder as such Agent, the provisions of this Article IX XII shall inure to its benefit as to any actions taken or omitted to be taken by it while it was such an Agent under this Agreement.

Successor Agent. Any (a) The Agent may, without the consent of the Borrower or the other Lenders, assign its rights and obligations as Agent hereunder and under the Loan Documents to any of its wholly owned subsidiaries that has capital and retained earnings of at least $500,000,000, and upon such assignment, the former Agent shall be deemed to have retired, and such wholly owned subsidiary shall be deemed to be a successor Agent. (b) The Agent may resign at any time by giving five Business Days' written notice thereof to the Lenders, the Issuing Bank, the other Agents Lenders and the Lead Borrower. Upon any such resignation of any Agentresignation, the Required Lenders Lenders, with the consent of the Borrower, which shall not be unreasonably withheld, shall have the right to appoint a successor Agent; provided, which so long as there is no Defaulthowever, or Event that the consent of Default, shall be reasonably satisfactory to the Lead Borrower (whose consent shall not be unreasonably withheld or delayed)required if at the time of such resignation an Event of Default exists. If no successor Agent shall have been so appointed by the Required Lenders and shall have accepted such appointment, appointment within 30 thirty days after the retiring Agent's giving of notice of resignation, then the retiring Agent may, on behalf of the Lenders, the other Agents and the Issuing Bank, may appoint a successor Agent. Such successor Agent which shall be (i) a commercial bank (or affiliate thereof) organized under the laws of the United States of America or of any State thereof and financial institution having a combined capital and surplus retained earnings of a at least $100,000,000, 500,000,000. (iic) or a Lender capable of complying with all of the duties of such Agent (and the Issuing Bank), 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 (i) and (ii) above, so long as there is no Default, or Event of Default, shall be reasonably satisfactory to the Lead Borrower (whose consent shall not be unreasonably withheld or delayed). Upon the acceptance of any appointment as the Agent hereunder by a successor Agent, such successor Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the assigning or retiring Agent Agent, and the assigning or retiring Agent shall be discharged from its duties and obligations under this Agreementhereunder. After any assigning or retiring Agent's ’s resignation hereunder as such the Agent, the provisions of this Article IX Section 12 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 such acting as the Agent under this Agreementhereunder.

Successor Agent. Any (a) The Agent may may, upon five (5) Business Days' notice to the Lenders and the Borrower, resign at any time (effective upon the appointment of a successor Agent pursuant to the provisions of this Section 13.9(a)) by giving five Business Days' --------------- written notice thereof to the Lenders, the Issuing Bank, the other Agents Lenders and the Lead Borrower. Upon any such resignation of any Agentresignation, the Required Lenders shall have the right right, upon five (5) days' notice, to appoint a successor Agent, which so long as there is no Default, or Event of Default, shall be reasonably satisfactory to the Lead Borrower (whose consent shall not be unreasonably withheld or delayed). If no successor Agent shall have been so appointed by the Required Lenders Lenders, and shall have accepted such appointment, within 30 thirty (30) days after the retiring Agent's giving of notice of resignation, then, upon five (5) days' notice, the retiring Agent may, on behalf of the Lenders, the other Agents and the Issuing Bank, appoint a successor Agent Agent, which shall be (i) a bank or a trust company or other financial institution which maintains an office in the United States, or a commercial bank (or affiliate thereof) organized under the laws of the United States of America or of any State thereof and thereof, or any affiliate of such bank or trust company or other financial institution which is engaged in the banking business, having a combined capital and surplus of a at least $100,000,000, (ii) or a Lender capable of complying with all of the duties of such Agent (and the Issuing Bank), hereunder (in the opinion of the retiring Agent and as certified 500,000,000. Notwithstanding anything herein to the Lenders in writing by such successor Agent) which, in the case of (i) and (ii) abovecontrary, so long as there is no Default, or Event of DefaultDefault shall have occurred and be continuing, any successor Agent (whether appointed by the Required Lenders or the Agent) shall be reasonably satisfactory to have been approved in writing by the Lead Borrower (whose consent shall such approval not to be unreasonably withheld or delayedwithheld). . (b) Upon the acceptance of any appointment as Agent hereunder by a successor Agent, such successor Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring Agent Agent, and the retiring Agent shall be discharged from its duties and obligations under this Credit Agreement. After any retiring Agent's resignation hereunder as such Agent, the provisions of this Article IX XIII shall inure to its benefit as to any ------------ actions taken or omitted to be taken by it while it was such Agent under this Credit Agreement.

Successor Agent. Any The Agent may resign at any time by giving five Business Days30 days' prior written notice thereof to the Lenders, Lenders and the Issuing BankBorrower. The Agent may be removed by the Required Lenders at any time by giving 30 days' prior written notice thereof to the Agent, the other Agents Lenders and the Lead Borrower. Upon any such resignation of any Agentor removal, the Required Lenders shall 124 have the right to appoint a successor Agent, which so long as there is no Default, or Event of Default, shall be reasonably satisfactory to the Lead Borrower (whose consent shall not be unreasonably withheld or delayed). If no successor Agent shall have been so appointed by the Required Lenders and consented to, and shall have accepted such appointment, within 30 90 days after the retiring Agent's giving of such notice of resignationresignation or removal, then the retiring Agent may, on behalf of the Lenders, the other Agents and the Issuing Bank, appoint a successor Agent. Each successor Agent which shall be (i) a commercial bank (or affiliate thereof) organized trust company organized, or having a branch or agency organized, under the laws of the United States of America or of any State thereof and having a combined capital and surplus of a at least $100,000,000, (ii) or a Lender capable of complying with all of the duties of such Agent (and the Issuing Bank), 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 (i) and (ii) above, so long as there is no Default, or Event of Default, shall be reasonably satisfactory to the Lead Borrower (whose consent shall not be unreasonably withheld or delayed)500,000,000. Upon the acceptance by a successor Agent of any its appointment as Agent by a successor Agenthereunder, such successor Agent shall thereupon succeed to and become vested with all the properties, rights, powers, privileges and duties of the former Agent, without further act, deed or conveyance. Upon the effective date of resignation or removal of a retiring Agent and the retiring Agent, such Agent shall be discharged from its duties and obligations under this Agreement. After any retiring Agent's resignation hereunder as such AgentAgreement and the other Loan Documents, but the provisions of this Article IX Agreement shall inure to its benefit as to any actions taken or omitted to be taken by it while it was such Agent under this Agreement. If and so long as no successor Agent shall have been appointed, then any notice or other communication required or permitted to be given by the Agent shall be sufficiently given if given by the Required Lenders, all notices or other communications required or permitted to be given to the Agent shall be given to each Lender, and all payments to be made to the Agent shall be made directly to the Borrower or Lender for whose account such payment is made.

Successor Agent. Any The Agent may with the consent (not to be unreasonably withheld), of the Lenders, the Board and the Counter-Guarantors, resign at any time by giving five Business Days' written notice thereof to the Lenders, the Issuing BankBoard, the other Agents Counter-Guarantors and the Lead BorrowerBorrower and may be removed at any time with cause (or, following the Board's honoring of a demand for payment in accordance with the Board Guarantee, without cause) by the Board. Upon any such resignation of any Agentor removal, the Required Lenders Borrower shall have the right to appoint a successor Agent, which so long as there is no Defaultsubject to confirmation by the Board, or Event of Default, shall be reasonably satisfactory to the Lead Borrower (whose consent shall not be unreasonably withheld or delayed)Lenders and the Counter-Guarantors. If no successor Agent shall have been so appointed by the Required Lenders and shall have accepted such appointment, appointment within 30 days after the retiring Agent's giving of notice of resignation, resignation or the retiring Board's removal of the Agent the Agent may, on behalf with the consent (not to be unreasonably withheld) of the LendersBoard, the other Agents Lenders and the Issuing BankCounter-Guarantors, appoint a successor Agent which who shall be (i) willing to accept such appointment. In any event such successor Agent shall be a commercial bank (or affiliate thereof) organized under the laws of the United States of America or of any State thereof and having shall have a combined capital and surplus of a at least $100,000,000, (ii) or a Lender capable of complying with all of the duties of such Agent (and the Issuing Bank), 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 (i) and (ii) above, so long as there is no Default, or Event of Default, shall be reasonably satisfactory to the Lead Borrower (whose consent shall not be unreasonably withheld or delayed)1,000,000,000. Upon the acceptance of any appointment as Agent hereunder by a successor Agent, such successor Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring Agent or removed Agent, and the retiring or removed Agent shall be discharged from its duties and obligations as agent under this Agreement. After any retiring Agent's resignation or removal hereunder as such Agent, Agent the provisions of this Article IX 9 shall inure to its benefit as to any actions taken or omitted to be taken by it while it was such Agent under this Agreement.

Successor Agent. Any Agent may resign (a) In case at any time the Agent shall resign, be removed, be dissolved, become incapable of acting, or shall be adjudged a bankrupt or insolvent, or if a receiver, liquidator or conservator of the Agent or of its property shall be appointed, or if any public officer shall take charge or control of the Agent, or of its property or affairs, a successor Agent may be appointed by the Holder of the Outstanding Bonds by an instrument or concurrent instruments in writing signed and acknowledged by such Holder or its attorneys-in-fact, duly authorized, and delivered to such successor Agent, with notification thereof being given to the predecessor Agent, and the Authority. The resignation or removal of the Agent shall take effect upon the appointment of the successor Agent. (b) If in a proper case no appointment of a successor Agent shall be made pursuant to the foregoing provisions of this Section within forty-five (45) days after the giving five Business Days' by the Agent of written notice thereof to of resignation in accordance with Section 9.8 or after the Lendersoccurrence of any other event requiring or authorizing such appointment, the Issuing BankAgent or the Holder may apply to any court of competent jurisdiction for the appointment of such a successor, the other Agents and the Lead Borrower. Upon any court may thereupon, after such resignation of any Agentnotice, if any, as the Required Lenders shall have the right to court may deem proper, appoint a successor Agent, which so long as there is no Default, or Event . (c) Any successor Agent appointed under the provisions of Default, this Section shall be reasonably satisfactory to the Lead Borrower (whose consent shall not be unreasonably withheld or delayed). If no successor Agent shall have been so appointed by the Required Lenders and shall have accepted such appointment, within 30 days after the retiring Agent's giving of notice of resignation, the retiring Agent may, on behalf of the Lenders, the other Agents and the Issuing Bank, appoint a successor Agent which shall be (i) a commercial bank (or affiliate thereof) trust company chartered under the laws of any state of the United States of America or a national banking association organized under the laws of the United States of America or of any State thereof and having a combined capital and surplus of a aggregating at least $100,000,000, (ii) 10,000,000 if there is such a bank or a Lender capable of complying with trust company or national banking association willing and able to accept the appointment on reasonable and customary terms and authorized by law to perform all of the duties of such Agent (and the Issuing Bank), hereunder (in the opinion of the retiring Agent and as certified to the Lenders in writing required by such successor Agent) which, in the case of (i) and (ii) above, so long as there is no Default, or Event of Default, shall be reasonably satisfactory to the Lead Borrower (whose consent shall not be unreasonably withheld or delayed). Upon the acceptance of any appointment as Agent by a successor Agent, such successor Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring Agent and the retiring Agent shall be discharged from its duties and obligations under this Agreement. After any retiring Agent's resignation hereunder as such Agent, the provisions of this Article IX shall inure to its benefit as to any actions taken or omitted to be taken by it while it was such Agent under this Agreement.

Successor Agent. Any The Agent may resign at any time by giving five Business Days' written notice thereof to the Lenders, the Issuing Bank, the other Agents and the Lead Borrower. Upon any such resignation of any Agent, the Required Lenders shall have the right to appoint a successor Agent, which so long as there is no Default, or Event of Default, shall be reasonably satisfactory to the Lead Borrower (whose consent shall not be unreasonably withheld or delayed). If no successor Agent shall have been so appointed by the Required Lenders and shall have accepted such appointment, within 30 days after the retiring Agent's giving of notice of resignation, the retiring Agent may, on behalf of the Lenders, the other Agents and the Issuing Bank, appoint a successor Agent which shall be (i) a commercial bank (may resign as Agent or affiliate thereof) organized under the laws of the United States of America or of any State thereof and having a combined capital and surplus of a least $100,000,000, (ii) or shall resign if such resignation is required by Section 4.04(b) [Replacement of a Lender capable of complying with all of the duties of such Agent (and the Issuing Bank), hereunder (in the opinion of the retiring Agent and as certified to the Lenders in writing by such successor Agent) which], in the either case of (i) and or (ii) aboveby giving not less than thirty (30) days' prior written notice to the Borrower. If the Agent shall resign under this Agreement, so long as there is no Defaultthen either (a) the Required Banks shall appoint from among the Banks a successor agent for the Banks, subject to the consent of the Borrower, such consent not to be unreasonably withheld, or Event of Default, shall be reasonably satisfactory to the Lead Borrower (whose consent b) if a successor agent shall not be so appointed and approved within the thirty (30) day period following the Agent's notice to the Banks of its resignation, then the Agent shall appoint, with the consent of the Borrower, such consent not to be unreasonably withheld or delayed)withheld, a successor agent who shall serve as Agent until such time as the Required Banks appoint and the Borrower consents to the appointment of a successor agent. Upon the acceptance of any its appointment as Agent by a successor Agentpursuant to either clause (a) or (b) above, such successor Agent agent shall thereupon succeed to and become vested with all the rights, powers, privileges powers and duties of the retiring Agent Agent, and the retiring term "Agent" shall mean such successor agent, effective upon its appointment, and the former Agent's rights, powers and duties as Agent shall be discharged from its duties and obligations under terminated without any other or further act or deed on the part of such former Agent or any of the parties to this Agreement. After the resignation of any retiring Agent's resignation hereunder as such AgentAgent hereunder, the provisions of this Article ARTICLE IX shall inure to its the benefit as of such former Agent and such former Agent shall not by reason of such resignation be deemed to be released from liability for any actions taken or omitted to be not taken by it while it was such an Agent under this Agreement.

Successor Agent. Any (a) Agent may resign at any time assign its rights, powers, privileges and duties hereunder to (i) another Lender or an Affiliate of Agent or any Lender or any Approved Fund, or (ii) any Person to whom Agent, in its capacity as a Lender, has assigned (or will assign, in conjunction with such assignment of agency rights hereunder) fifty percent (50%) or more of the Credit Extensions or Applicable Commitments then held by giving five Business Days' written 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 thereof to the LendersLenders and Borrower. An assignment by Agent pursuant to this paragraph (a) shall not be deemed a resignation by Agent for purposes of paragraph (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 Issuing Bank, the other Agents Lenders and the Lead Borrower. Upon receipt of any such resignation notice of any Agentresignation, the Required Lenders shall have the right to appoint a successor Agent, which so long as there is no Default, or Event of Default, shall be reasonably satisfactory to the Lead Borrower (whose consent shall not be unreasonably withheld or delayed). If no such successor Agent shall have been so appointed by the Required Lenders and shall have accepted such appointment, appointment within 30 days ten (10) Business Days after the retiring Agent's giving of Agent gives notice of its resignation, then the retiring Agent may, on behalf of the Lenders, appoint a successor Agent; provided, however, that, if Agent shall notify Borrower and the Lenders that no Person has accepted such appointment, then such resignation shall nonetheless become effective in accordance with such notice from Agent that no Person has accepted such appointment and, from and following delivery of such notice, (i) the retiring Agent shall be discharged from its duties and obligations hereunder and under the other Agents Financing Documents, and the Issuing Bank(ii) all payments, communications and determinations provided to be made by, to or through Agent shall instead be made by or to each Lender directly, until such time as Required Lenders appoint a successor Agent which shall be as provided for above in this paragraph (b). (c) Upon (i) a commercial bank an assignment permitted by paragraph (a) above, or affiliate thereof) organized under the laws of the United States of America or of any State thereof and having a combined capital and surplus of a least $100,000,000, (ii) or the acceptance of a Lender capable of complying with all of the duties of such successor’s appointment as Agent pursuant to paragraph (and the Issuing Bank), 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 (i) and (iib) above, so long as there is no Default, or Event of Default, shall be reasonably satisfactory to the Lead Borrower (whose consent shall not be unreasonably withheld or delayed). Upon the acceptance of any appointment as Agent by a successor Agent, such successor Agent shall thereupon succeed to and become vested with all of the rights, powers, privileges and duties of the retiring Agent (or retired) Agent, and the retiring Agent shall be discharged from all of its duties and obligations hereunder and under the other Financing Documents (if not already discharged therefrom as provided above in this Agreementparagraph (c)). The fees payable by Borrower to a successor Agent shall be the same as those payable to its predecessor unless otherwise agreed between Borrower and such successor. After any the retiring Agent's ’s resignation hereunder as such Agentand under the other Financing Documents, the provisions of this Article IX shall inure to continue in effect for the benefit of such retiring Agent and its benefit as to sub-agents in respect of any actions taken or omitted to be taken by it any of them while it the retiring Agent was such Agent under this Agreementacting or was continuing to act as Agent.

Successor Agent. Any (a) Agent may resign from the performance of all its functions and duties hereunder and under the other Financing Agreements at any time by giving five Business Daysat least thirty (30) days' prior written notice thereof to Borrowers and each Lender. Such resignation shall take effect upon the Lenders, the Issuing Bank, the other Agents acceptance by a successor Agent of appointment pursuant to Sections 12.8(b) and the Lead Borrower. 12.8(c) below or as otherwise provided below. (b) Upon any such resignation of any Agent, the Required Lenders shall have the right to appoint a successor Agent, which so long as there is no Default, or Event of Default, shall be reasonably satisfactory to the Lead Borrower (whose consent shall not be unreasonably withheld or delayed). If no successor Agent shall have been so appointed by the Required Lenders and shall have accepted such appointment, within 30 days after the retiring Agent's giving of notice of resignation, the retiring Majority Lenders shall appoint a successor Agent. If the successor Agent may, on behalf is not selected from one of the Lenders, the other Agents and the Issuing Bank, appoint a successor Agent which shall be (i) a commercial bank (or affiliate thereof) organized under the laws of the United States of America or of any State thereof and having a combined capital and surplus of a least $100,000,000, (ii) or a Lender capable of complying with all of the duties of such Agent (and the Issuing Bank), 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 (i) and (ii) above, so long as there is no Default, or Event of Default, shall must be reasonably satisfactory to the Lead Borrower (whose consent shall not be unreasonably withheld or delayed)Borrowers. Upon the acceptance of any appointment as Agent hereunder by a successor Agent, such successor Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring Agent Agent, and the retiring Agent shall be discharged from its duties and obligations under this AgreementAgreement and the other Financing Agreements. After any retiring Agent's resignation hereunder as such the Agent, the provisions of this Article IX Section 12 shall inure to its benefit as to any actions taken or omitted to be taken by it while it was such Agent under this AgreementAgreement and the other Financing Agreements. (c) If a successor Agent shall not have been so appointed within such thirty (30) Business Day period, the retiring Agent, with the consent of Borrowers, shall then appoint a successor Agent who shall serve as Agent until such time, if any, as the Majority Lenders, with the consent of Borrowers, appoint a successor Agent as provided above.

Successor Agent. Any (i) Agent may may, upon thirty (30) Business Days' notice to Lenders and Borrower, resign at any time (effective upon the appointment of a successor Agent pursuant to the provisions of this subparagraph 17(i)) by giving five Business Days' written notice thereof to the Lenders, the Issuing Bank, the other Agents Lenders and the Lead Borrower. Upon any such resignation notice of any Agentresignation, the Required Requisite Lenders shall have the right right, upon five (5) days' written notice to Agent, Lenders and Borrower, to appoint a successor Agent, which so long as there is no Default, or Event of Default, shall be reasonably satisfactory to the Lead Borrower (whose consent shall not be unreasonably withheld or delayed). If no successor Agent shall have been so appointed by the Required Requisite Lenders and shall have accepted such appointment, within 30 thirty (30) days after the retiring Agent's giving of notice of resignation, then, upon five (5) days' written notice, the retiring Agent may, on behalf of the Lenders, the other Agents and the Issuing Bank, appoint a successor Agent Agent, which shall be (i) a bank or a trust company or other financial institution which maintains an office in the United States, or a commercial bank (or affiliate thereof) organized under the laws of the United States of America or of any State thereof and thereof, or any affiliate of such bank or trust company or other financial institution which is engaged in the banking business, having a combined capital and surplus of a at least Fifty Million and No/100 Dollars ($100,000,000, 50,000,000.00). (ii) or a Lender capable of complying with all of the duties of such Agent (and the Issuing Bank), 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 (i) and (ii) above, so long as there is no Default, or Event of Default, shall be reasonably satisfactory to the Lead Borrower (whose consent shall not be unreasonably withheld or delayed). Upon the acceptance of any appointment as Agent hereunder by a successor Agent, such successor Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring Agent Agent, and the retiring Agent shall be discharged from its duties and obligations under this the Agreement. After any retiring Agent's resignation hereunder as such Agent, the provisions of this Article IX paragraph 17 shall inure to its benefit as to any actions taken or omitted to be taken by it while it was such Agent under this the Agreement.

Successor Agent. Any Agent may resign at any time by giving five thirty (30) Business Days' ’ written notice thereof to the Lenders, the Issuing Bank, the other Agents Agent and the Lead Borrower. Upon any such resignation of any Agent, the Required Lenders shall have the right to appoint a successor Agent, which so long as there is no Default, or Event of Default, shall be reasonably satisfactory to the Lead Borrower (whose consent shall not be unreasonably withheld or delayed). If no successor Agent shall have been so appointed by the Required Lenders and shall have accepted such appointment, within 30 days after the retiring Agent's ’s giving of notice of resignation, the retiring Agent may, on behalf of the Lenders, the other Agents Agent and the Issuing Bank, appoint a successor Agent which shall be (i) a commercial bank (or affiliate thereof) organized under the laws of the United States of America or of any State thereof and having a combined capital and surplus of a least $100,000,000, or (ii) or a Lender capable of complying with all of the duties of such Agent (and the Issuing Bank), ) 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 (i) and (ii) above, so long as there is no Default, or Event of Default, shall be reasonably satisfactory to the Lead Borrower (whose consent shall not be unreasonably withheld or delayed). Upon the acceptance of any appointment as Agent by a successor Agent, such successor Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring Agent and the retiring Agent shall be discharged from its duties and obligations under this Agreement. After any retiring Agent's ’s resignation hereunder as such Agent, the provisions of this Article IX VIII shall inure to its benefit as to any actions taken or omitted to be taken by it while it was such Agent under this Agreement.

Successor Agent. Any The Agent may resign at any time by giving five Business Days' written notice thereof to the Lenders and the Borrower and may be removed at any time with or without cause by the Majority Lenders, with any such resignation or removal to become effective only upon the Issuing Bank, the other Agents and the Lead Borrowerappointment of a successor Agent pursuant to this Section 8.06. Upon any such resignation of any Agentor removal, the Required Majority Lenders shall have the right to appoint a successor Agent, which so long as there is no Default, or Event of Default, shall be another commercial bank or trust company reasonably satisfactory acceptable to the Lead Borrower (whose consent shall not be unreasonably withheld organized under the laws of the United States or delayed)of any State thereof. If no successor Agent shall have been so appointed by the Required Lenders Majority Lenders, and shall have accepted such appointment, within 30 days after the retiring Agent's giving of notice of resignationresignation or the Majority Lenders' removal of the retiring Agent, then the retiring Agent may, on behalf of the Lenders, the other Agents and the Issuing Bank, appoint a successor Agent Agent, which shall be (i) a another commercial bank (or affiliate thereof) trust company organized under the laws of the United States of America or of any State thereof and having a combined capital and surplus of a least $100,000,000, (ii) or a Lender capable of complying with all of the duties of such Agent (and the Issuing Bank), hereunder (in the opinion of the retiring Agent and as certified reasonably acceptable to the Lenders in writing by such successor Agent) which, in the case of (i) and (ii) above, so long as there is no Default, or Event of Default, shall be reasonably satisfactory to the Lead Borrower (whose consent shall not be unreasonably withheld or delayed)Borrower. Upon the acceptance of any appointment as Agent hereunder by a successor Agent, such successor Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring Agent Agent, and the retiring Agent shall be discharged from its duties and obligations under this Agreement. After any retiring Agent's resignation or removal hereunder as such Agent, the provisions of this Article IX VIII shall inure to its benefit as to any actions taken or omitted to be taken by it while it was such Agent under this Agreement. Notwithstanding the foregoing, the Borrower shall not have any approval rights with respect to any successor Agent if, at the time of appointment of such successor Agent, an Unmatured Default or an Event of Default shall have occurred and be continuing.

Successor Agent. Any The Agent may resign at any time by giving five Business Days' written notice thereof to the Lenderseach Bank Investor, the Issuing Bank, the other Agents Company and the Lead BorrowerTransferor and may be removed at any time with cause by the Majority Investors. Upon any such resignation of any Agentor removal, (i) if no Termination Event shall have occurred, the Required Lenders Transferor 0104420.05-01S7a 92 shall appoint a successor Agent and (ii) if a Termination Event shall have occurred, the right to Company and the Majority Investors shall appoint a successor Agent. The Transfer- or and the Company and each Bank Investor, which so long as there is no Defaultapplicable, or Event of Default, shall be reasonably satisfactory to the Lead Borrower (whose consent each agrees that it shall not be unreasonably withheld withhold or delayed)delay its approval of the appointment of a successor Agent. If no such successor Agent shall have been so appointed by the Required Lenders appointed, and shall have accepted such appointment, within 30 days after the retiring Agent's giving of notice of resignationresignation or the Majority Investors' removal of the retiring Agent, then the retiring Agent may, on behalf of the Lenders, the other Agents Company and the Issuing BankBank Investors, appoint a successor Agent which successor Agent shall be either (i) a commercial bank (or affiliate thereof) organized under the laws of the United States of America or of any State state thereof and having have a combined capital and surplus of a at least $100,000,000, 50,000,000 or (ii) or a Lender capable of complying with all of the duties an Affiliate of such Agent (and the Issuing Bank), 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 (i) and (ii) above, so long as there is no Default, or Event of Default, shall be reasonably satisfactory to the Lead Borrower (whose consent shall not be unreasonably withheld or delayed)a bank. Upon the acceptance of any appointment as Agent hereunder by a successor Agent, such successor Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring Agent Agent, and the retiring Agent shall be discharged from its duties and obligations under this Agreement. After any retiring Agent's resignation or removal hereunder as such Agent, the provisions of this Article IX shall continue to inure to its benefit as to any actions taken or omitted to be taken by it while it was such Agent under this Agreement.

Successor Agent. Any The Agent may resign at any time by giving five Business Days10 days' prior written notice thereof to the Lenders, Banks and the Issuing BankBorrowers. The Agent may be removed by the Required Banks at any time by giving 10 days' prior written notice thereof to the Agent, the other Agents Banks and the Lead BorrowerBorrowers. Upon any such resignation of any Agentor removal, the Required Lenders Banks shall have the right to appoint a successor Agent, which so long as there is no Default, or Event of Default, shall be reasonably satisfactory to the Lead Borrower (whose consent shall not be unreasonably withheld or delayed). If no successor Agent shall have been so appointed by the Required Lenders and consented to, and shall have accepted such appointment, within 30 days after the retiring Agent's giving of such notice of resignationresignation or removal, then the retiring Agent may, on behalf of the Lenders, the other Agents and the Issuing BankBanks, appoint a successor Agent. Each successor Agent which shall be (i) a commercial bank (or affiliate thereof) trust company organized under the laws of the United States of America or of any State thereof and having a combined capital and surplus of a at least $100,000,000, (ii) or a Lender capable of complying with all of the duties of such Agent (and the Issuing Bank), 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 (i) and (ii) above, so long as there is no Default, or Event of Default, shall be reasonably satisfactory to the Lead Borrower (whose consent shall not be unreasonably withheld or delayed)1,000,000,000. Upon the acceptance by a successor Agent of any its appointment as Agent by a successor Agenthereunder, such successor Agent shall thereupon succeed to and become vested with all the properties, rights, powers, privileges and duties of the former Agent, without further act, deed or conveyance. Upon the effective date of resignation or removal of a retiring Agent and the retiring Agent, such Agent shall be discharged from its duties and obligations under this Agreement. After any retiring Agent's resignation hereunder as such AgentAgreement and the other Loan Documents, but the provisions of this Article IX Agreement shall inure to its benefit as to any actions taken or omitted to be taken by it while it was such Agent under this Agreement. If and so long as no successor Agent shall have been appointed, then any notice or other communication required or permitted to be given by the Agent shall be sufficiently given if given by the Required Banks, all notices or other communications required or permitted to be given to the Agent shall be given to each Bank, and all payments to be made to the Agent shall be made directly to the Borrowers or Bank for whose account such payment is made.

Successor Agent. Any The Agent may resign at any time by ---------------------------- giving five Business Days30 days' prior written notice thereof to the Lenders and the Borrower and may be removed at any time with or without cause by the Majority Lenders; provided, that, the Issuing Bank, the other Agents and the Lead BorrowerAgent may resign without having given such notice if it is required to do so as a matter of law. Upon any such resignation of any Agentor removal, the Required Lenders Majority Lenders, after consulting with the Borrower and giving due consideration to any successor agent recommended by the Borrower, shall have the right to appoint a successor Agent, which so long as there is no Default, or Event Agent with the consent of Default, shall be reasonably satisfactory to the Lead 77 Borrower (whose consent which shall not be unreasonably withheld or delayedwithheld). If no successor Agent shall have been so appointed by the Required Majority Lenders and consented to by the Borrower, and shall have accepted such appointment, within 30 days after the retiring Agent's giving of notice of resignationresignation or the Majority Lenders' removal of the retiring Agent, then the retiring Agent may, after consulting with the Borrower and giving due consideration to any successor agent recommended by the Borrower, on behalf of the Lenders, the other Agents and the Issuing Bank, appoint a successor Agent Agent, which shall be (i) a commercial bank (organized or affiliate thereof) organized licensed to do business under the laws of the United States of America or of any State thereof and having a combined capital and surplus of a at least $100,000,000, (ii) or a Lender capable of complying with all of the duties of such Agent (and the Issuing Bank), 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 (i) and (ii) above, so long as there is no Default, or Event of Default, shall be reasonably satisfactory to the Lead Borrower (whose consent shall not be unreasonably withheld or delayed). Upon the acceptance of any appointment as Agent hereunder by a successor Agent, such successor Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring Agent Agent, and the retiring Agent shall be discharged from its duties and obligations under this Agreement. After any retiring Agent's resignation or removal hereunder as such Agent, the provisions of this Article IX shall inure to its benefit as to any actions taken or omitted to be taken by it while it was such Agent under this Agreement.

Successor Agent. Any The Agent may resign at any time by giving five Business Days10 --------------- days' prior written notice thereof to the Lenders, Banks and the Issuing BankAccount Parties. The Agent may be removed by the Required Banks at any time by giving 10 days' prior written notice thereof to the Agent, the other Agents Banks and the Lead BorrowerAccount Parties. Upon any such resignation of any Agentor removal, the Required Lenders Banks shall have the right to appoint a successor Agent, which so long as there is no Default, or Event of Default, shall be reasonably satisfactory to the Lead Borrower (whose consent shall not be unreasonably withheld or delayed). If no successor Agent shall have been so appointed by the Required Lenders and consented to, and shall have accepted such appointment, within 30 days after the retiring Agent's giving of such notice of resignationresignation or removal, then the retiring Agent may, on behalf of the Lenders, the other Agents and the Issuing BankBanks, appoint a successor Agent. Each successor Agent which shall be (i) a commercial bank (or affiliate thereof) trust company organized under the laws of the United States of America or of any State thereof and having a combined capital and surplus of a at least $100,000,000, (ii) or a Lender capable of complying with all of the duties of such Agent (and the Issuing Bank), 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 (i) and (ii) above, so long as there is no Default, or Event of Default, shall be reasonably satisfactory to the Lead Borrower (whose consent shall not be unreasonably withheld or delayed)1,000,000,000. Upon the acceptance by a successor Agent of any its appointment as Agent by a successor Agenthereunder, such successor Agent shall thereupon succeed to and become vested with all the properties, rights, powers, privileges and duties of the former Agent, without further act, deed or conveyance. Upon the effective date of resignation or removal of a retiring Agent and the retiring Agent, such Agent shall be discharged from its duties and obligations under this Agreement. After any retiring Agent's resignation hereunder as such AgentAgreement and the other Transaction Documents, but the provisions of this Article IX Agreement shall inure to its benefit as to any actions taken or omitted to be taken by it while it was such Agent under this Agreement. If and so long as no successor Agent shall have been appointed, then any notice or other communication required or permitted to be given by the Agent shall be sufficiently given if given by the Required Banks, all notices or other communications required or permitted to be given to the Agent shall be given to each Bank, and all payments to be made to the Agent shall be made directly to the Account Parties or Bank for whose account such payment is made.

Successor Agent. Any (a) The Agent may resign at any time by giving five Business Days' written notice thereof to the Lenders, the Issuing Bank, the other Agents Lenders and the Lead BorrowerBorrower and may be removed at any time with or without cause by the Required Lenders. Upon any such resignation of any Agentor removal, the Required Lenders shall have the right to appoint a successor Agent, which so long as there is no Default, or Event of Default, shall be reasonably satisfactory subject to the Lead Borrower Borrower’s approval (whose consent shall not to be unreasonably withheld or delayed)) unless an Event of Default has occurred and is continuing. If no successor Agent shall have been so appointed by the Required Lenders Lenders, and shall have accepted such appointment, within 30 days after the retiring Agent's ’s giving of notice of resignationresignation or the Required Lenders’ removal of the retiring Agent, then the retiring Agent may, on behalf of the Lenders, the other Agents and the Issuing Bank, appoint a successor Agent Agent, which shall be (i) a commercial bank (or affiliate thereof) organized under the laws of the United States of America or of any State thereof and having a combined capital and surplus of a at least $100,000,000, (ii) or a Lender capable of complying with all of the duties of such Agent (500,000,000 and the Issuing Bank), hereunder (in the opinion of the retiring Agent and as certified which shall be subject to the Lenders in writing by such successor Agent) which, in the case of Borrower’s approval (i) and (ii) above, so long as there is no Default, or Event of Default, shall be reasonably satisfactory not to the Lead Borrower (whose consent shall not be unreasonably withheld or delayed). ) unless an Event of Default has occurred and is continuing. (b) Upon the acceptance of any appointment as Agent hereunder by a successor Agent, such successor Agent shall thereupon succeed to and become vested with all the rights, powers, discretion, privileges and duties of the retiring Agent Agent, and the retiring Agent shall be discharged from its duties and obligations under this AgreementAgreement arising thereafter. After any retiring Agent's ’s resignation or removal hereunder as such Agent, the provisions of this Article IX VII shall inure to its benefit as to any actions taken or omitted to be taken by it while it was such Agent under this Agreement.

Successor Agent. Any The Agent (i) may resign at any time by giving five Business Days' written notice thereof to the Lenders, the Issuing Bank, the other Agents and the Lead Borrower. Upon any as Agent or (ii) shall resign if such resignation of any Agent, the Required Lenders shall have the right to appoint a successor Agent, which so long as there is no Default, or Event of Default, shall be reasonably satisfactory to the Lead Borrower (whose consent shall not be unreasonably withheld or delayed). If no successor Agent shall have been so appointed requested by the Required Lenders and shall have accepted such appointment(if the Agent is a Lender, within 30 days after the retiring Agent's giving of notice of resignation, the retiring Agent may, on behalf of the Lenders, the other Agents Loans and the Issuing Bank, appoint a successor Agent which its Commitment shall be (i) a commercial bank (or affiliate thereof) organized under considered in determining whether the laws of the United States of America or of any State thereof and having a combined capital and surplus of a least $100,000,000, (iiRequired Lenders have requested such resignation) or a Lender capable of complying with all of the duties of such Agent (and the Issuing Bank), hereunder (in the opinion of the retiring Agent and as certified to the Lenders in writing required by such successor Agent) whichSection 4.4.2, in the either case of (i) and or (ii) aboveby giving not less than thirty (30) days' prior written notice to the Borrowers. If the Agent shall resign under this Agreement, so long as there is no Defaultthen either (a) the Required Lenders shall appoint from among the Lenders a successor agent for the Lenders, subject to the consent of the Borrowers, such consent not to be unreasonably withheld, or Event of Default, shall be reasonably satisfactory to the Lead Borrower (whose consent b) if a successor agent shall not be so appointed and approved within the thirty (30) day period following the Agent's notice to the Lenders of its resignation, then the Agent shall appoint, with the consent of the Borrowers, such consent not to be unreasonably withheld or delayed)withheld, a successor agent who shall serve as Agent until such time as the Required Lenders appoint and the Borrowers consent to the appointment of a successor agent. Upon the acceptance of any its appointment as Agent by a successor Agentpursuant to either clause (a) or (b) above, such successor Agent agent shall thereupon succeed to and become vested with all the rights, powers, privileges powers and duties of the retiring Agent Agent, and the retiring term "Agent" shall mean such successor agent, effective upon its appointment, and the former Agent's rights, powers and duties as Agent shall be discharged from its duties and obligations under terminated without any other or further act or deed on the part of such former Agent or any of the parties to this Agreement. After the resignation of any retiring Agent's resignation hereunder as such AgentAgent hereunder, the provisions of this Article IX Section 9 shall inure to its the benefit as of such former Agent and such former Agent shall not by reason of such resignation be deemed to be released from liability for any actions taken or omitted to be not taken by it while it was such an Agent under this Agreement.

Successor Agent. Any The Agent may resign at any time by giving five Business Days' written notice thereof to the Lenders, the Issuing Bank, the other Agents each Investor and the Lead BorrowerTransferor and may be removed at any time with cause by agreement of Enterprise Bank Investors, Atlantic Bank Investors and Liberty Bank Investors which hold Commitments aggregating in excess of 66 and 2/3% of the Facility Limit as of such date. Upon any such resignation of any Agentor removal, (i) if no Termination Event shall have occurred, the Required Lenders Transferor, with the consent of the Majority Investors, shall appoint a successor Agent and (ii) if a Termination Event shall have occurred, Enterprise, Atlantic, Liberty and the right to Enterprise Bank Investors, Atlantic Bank Investors and Liberty Bank Investors which hold Commitments aggregating in excess of 66 and 2/3% of the Facility Limit as of such date shall appoint a successor Agent. The Transferor and each of the Investors, which so long as there is no Defaultapplicable, or Event of Default, shall be reasonably satisfactory to the Lead Borrower (whose consent each agrees that it shall not be unreasonably withheld withhold or delayed)delay its approval of the appointment of a successor Agent. If no such successor Agent shall have been so appointed by the Required Lenders appointed, and shall have accepted such appointment, within 30 days after the retiring Agent's giving of notice of resignationresignation or the Majority Investors' removal of the retiring Agent, then the retiring Agent may, on behalf of the Lenders, the other Agents and the Issuing BankInvestors, appoint a successor Agent which successor Agent shall be either (i) a commercial bank (or affiliate thereof) organized under the laws of the United States of America or of any State state thereof and having have a combined capital and surplus of a at least $100,000,000, 50,000,000 or (ii) or a Lender capable of complying with all of the duties an Affiliate of such Agent (and the Issuing Bank), 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 (i) and (ii) above, so long as there is no Default, or Event of Default, shall be reasonably satisfactory to the Lead Borrower (whose consent shall not be unreasonably withheld or delayed)a bank. Upon the acceptance of any appointment as Agent hereunder by a successor Agent, such successor Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring Agent Agent, and the retiring Agent shall be discharged from its duties and obligations under this Agreement. After any retiring Agent's resignation or removal hereunder as such Agent, the provisions of this Article IX shall continue to inure to its benefit as to any actions taken or omitted to be taken by it while it was such Agent under this Agreement.

Successor Agent. Any Agent may resign If at any time by giving five Business Days' the Agent deems it advisable, in its sole discretion, it may submit to each of the Lenders a written notice thereof of its resignation as Agent under the Loan Documents, such resignation to be effective upon the Lenders, earlier of the Issuing Bank, written acceptance of the other Agents duties of the Agent under the Loan Documents by a successor Agent and on the Lead Borrower30th day after the date of such notice. Upon any such resignation of any Agentresignation, the Required Lenders shall have the right to appoint from among the Lenders a successor Agent, which so long as there is no Default, or Event of Default, shall be reasonably satisfactory to the Lead Borrower (whose consent shall not be unreasonably withheld or delayed). If no successor Agent shall have been so appointed by the Required Lenders and shall have accepted such appointment, appointment in writing within 30 days after the retiring Agent's giving of notice of resignation, then the retiring Agent may, on behalf of the Lenders, the other Agents and the Issuing Bank, appoint a successor Agent, which successor Agent which shall be (i) a commercial bank (or affiliate thereof) organized under the laws of the United States of America or of any State thereof and having a combined capital capital, surplus, and surplus undivided profits of a at least $100,000,000, (ii) or a Lender capable of complying with all of the duties of such Agent (and the Issuing Bank), 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 (i) and (ii) above, so long as there is no Default, or Event of Default, shall be reasonably satisfactory to the Lead Borrower (whose consent shall not be unreasonably withheld or delayed). Upon the acceptance of any appointment as Agent hereunder by a successor Agent, such successor Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring Agent Agent, and the retiring Agent's rights, powers, privileges and duties as Agent under the Loan Documents shall be discharged from its duties terminated. The Borrower and obligations under this Agreementthe Lenders shall execute such documents as shall be necessary to effect such appointment. After any retiring Agent's resignation hereunder as such Agent, the provisions of this Article IX the Loan Documents shall inure to its benefit as to any actions taken or omitted to be taken by it while it was such Agent under this Agreementthe Loan Documents. If at any time there shall not be a duly appointed and acting Agent, the Borrower agrees to make each payment due under the Loan Documents directly to the Lenders entitled thereto during such time.

Successor Agent. Any (a) The Agent may resign at any time by giving five Business Days' written notice thereof to the Lenders and Borrower and may be removed at any time with or without cause by the Required Lenders; provided, however, the Issuing Bank, the other Agents Agent may not resign or be removed until a successor Agent has been appointed and the Lead Borrowershall have accepted such appointment. Upon any such resignation of any Agentor removal, the Required Lenders shall have the right to appoint a successor AgentAgent subject to Borrower's prior written approval, which so long as there is no Default, or Event of Default, shall be reasonably satisfactory to the Lead Borrower (whose consent shall approval will not be unreasonably withheld or delayed)withheld. If no successor Agent shall have been so appointed by the Required Lenders Lenders, and shall have accepted such appointment, within 30 days after the retiring Agent's giving of notice of resignationresignation or the Required Lenders' removal of the retiring Agent, then the retiring Agent may, on behalf of the Lenders, the other Agents and the Issuing Bank, appoint a successor Agent subject to Borrower's prior written approval, which approval will not be unreasonably withheld, which successor Agent shall be (i) a bank which maintains an office in the United States, or a commercial bank (or affiliate thereof) organized under the laws of the United States of America or of any State thereof and thereof, or any Affiliate of such bank, having a combined capital and surplus of a at least $100,000,000. If at any time SunTrust Bank, (ii) or Central Florida, National Association is removed as a Lender capable of complying with all of the duties of such Agent (and the Issuing Lender, SunTrust Bank), hereunder (in the opinion of the retiring Agent and as certified to the Lenders in writing by such successor Agent) whichCentral Florida, in the case of (i) and (ii) above, so long as there is no Default, or Event of DefaultNational Association, shall be reasonably satisfactory to the Lead Borrower simultaneously resign as Agent. (whose consent shall not be unreasonably withheld or delayed). b) Upon the acceptance of any appointment as the Agent hereunder by a successor Agent, such successor Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring Agent Agent, and the retiring Agent shall be discharged from its duties and obligations under this Agreement. After any retiring Agent's resignation or removal hereunder as such Agent, the provisions of this Article IX shall inure to its benefit as to any actions taken or omitted to be taken by it while it was such Agent under this Agreement.this

Successor Agent. (a) Any Agent may resign at any time by giving five Business Days' give at least 30 days prior written notice thereof of its resignation to the Lenders, the Issuing Bank, the other Agents Lenders and the Lead Borrower. Upon receipt of any such resignation notice of any Agentresignation, the Required Lenders shall have the right to appoint a successor Agent; provided that, which so long as there is no Default, or unless an Event of DefaultDefault under Section 9.01(a), (f) or (g) shall have occurred and be continuing, the Borrower’s consent shall be reasonably satisfactory required with respect to the Lead Borrower (whose consent shall not be unreasonably withheld or delayed)appointment of such successor Agent. If no such successor Agent shall have been so appointed by the Required Lenders and shall have accepted such appointment, appointment within 30 days after the retiring Agent's giving of Agent gives notice of resignationits resignation (or such earlier day as shall be agreed by the Required Lenders) (the “Resignation Effective Date”), then the retiring Agent maymay (but shall not be obligated to), on behalf of the Lenders, the other Agents and the Issuing Bank, appoint a successor Agent which Agent; provided that, unless an Event of Default under Section 9.01(a), (f) or (g) shall have occurred and be continuing, the Borrower’s consent shall be required with respect to the appointment of such successor Agent. Whether or not a successor Agent has been appointed, such resignation shall become effective in accordance with such notice on the Resignation Effective Date. (b) With effect from the Resignation Effective Date, (i) a commercial bank (or affiliate thereof) organized under the laws of the United States of America or of any State thereof and having a combined capital and surplus of a least $100,000,000, (ii) or a Lender capable of complying with all of the duties of such Agent (and the Issuing Bank), hereunder (in the opinion of the retiring Agent shall be discharged from its duties and as certified to obligations hereunder and under the Lenders in writing by such successor Agent) which, other Loan Documents (except that in the case of (iany Collateral held by such Agent on behalf of the Lenders under any of the Loan Documents, the retiring Agent shall continue to hold such collateral security until such time as a successor Agent is appointed) and (ii) all payments, communications and determinations provided to be made by, to or through such retiring Agent shall instead be made by or to each Lender directly, until such time, if any, as a successor Agent shall have been appointed as provided for above, so long as there is no Default, or Event of Default, shall be reasonably satisfactory to the Lead Borrower (whose consent shall not be unreasonably withheld or delayed). Upon the acceptance of any a successor Agent’s appointment as Agent by a successor Agenthereunder, such successor Agent shall thereupon succeed to and become vested with all of the rights, powers, privileges and duties of the retiring Agent Agent, and the retiring Agent shall be discharged from all of its duties and obligations hereunder or under this Agreementthe other Loan Documents. After any the retiring Agent's ’s resignation hereunder as such Agentand under the other Loan Documents, the provisions of this Article IX Article, Section 12.04 and Section 12.15 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 while it the retiring Agent was such Agent under this Agreementacting as Agent.

Successor Agent. Any (a) The Agent may may, upon five (5) Business Days' notice to the Lenders and the Borrower, resign at any time (effective upon the appointment of a successor Agent pursuant to the provisions of this Section 13.9(a)) by giving five Business Days' --------------- written notice thereof to the Lenders, the Issuing Bank, the other Agents Lenders and the Lead Borrower. Upon any such resignation of any Agentresignation, the Required Lenders shall have the right right, upon five (5) days' notice, to appoint a successor Agent, which so long as there is no Default, or Event of Default, shall be reasonably satisfactory to the Lead Borrower (whose consent shall not be unreasonably withheld or delayed). If no successor Agent shall have been so appointed by the Required Lenders Lenders, and shall have accepted such appointment, within 30 thirty (30) days after the retiring Agent's giving of notice of resignation, then, upon five (5) days' notice , the retiring Agent may, on behalf of the Lenders, the other Agents and the Issuing Bank, appoint a successor Agent Agent, which shall be (i) a bank or a trust company or other financial institution which maintains an office in the United States, or a commercial bank (or affiliate thereof) organized under the laws of the United States of America or of any State thereof and thereof, or any affiliate of such bank or trust company or other financial institution which is engaged in the banking business, having a combined capital and surplus of a at least $100,000,000, (ii) or a Lender capable of complying with all of the duties of such Agent (and the Issuing Bank), hereunder (in the opinion of the retiring Agent and as certified 500,000,000. Notwithstanding anything herein to the Lenders in writing by such successor Agent) which, in the case of (i) and (ii) abovecontrary, so long as there is no Default, or Event of DefaultDefault shall have occurred and be continuing, any successor Agent (whether appointed by the Required Lenders or the Agent) shall be reasonably satisfactory to have been approved in writing by the Lead Borrower (whose consent shall such approval not to be unreasonably withheld or delayedwithheld). . (b) Upon the acceptance of any appointment as Agent hereunder by a successor Agent, such successor Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring Agent Agent, and the retiring Agent shall be discharged from its duties and obligations under this Credit Agreement. After any retiring Agent's resignation hereunder as such Agent, the provisions of this Article IX XIII shall inure to its benefit as to any ------------ actions taken or omitted to be taken by it while it was such Agent under this Credit Agreement.

Successor Agent. Any The Agent may resign as such at any time by giving five Business Daysupon ten days' prior written notice thereof to the Lenders, the Issuing Bank, the other Agents Company and the Lead BorrowerBanks. Upon In the event of any such resignation of any Agent, the Required Lenders shall have the right to appoint a successor Agent, which so long as there is no Default, or Event of Default, shall be reasonably satisfactory to the Lead Borrower (whose consent shall not be unreasonably withheld or delayed). If no successor Agent shall have been so appointed by the Required Lenders and shall have accepted such appointment, within 30 days after the retiring Agent's giving of notice of resignation, the retiring Agent mayBanks shall, on behalf of by an instrument in writing delivered to the Lenders, the other Agents Company and the Issuing BankAgent, appoint a successor Agent successor, which shall be (i) a commercial bank (or affiliate thereof) organized under the laws of the United States of America or of any State thereof and having a combined capital and surplus of a at least $100,000,000500,000,000. If a successor is not so appointed or does not accept such appointment before the Agent's resignation becomes effective, (ii) the retiring Agent may appoint a temporary successor to act until such appointment by the Banks is made and accepted or a Lender capable if no such temporary successor is appointed as provided above by the retiring Agent, the Banks shall thereafter perform all the duties of complying the Agent hereunder until such appointment by the Banks is made and accepted. Any successor to the Agent shall execute and deliver to the Company and the Banks an instrument accepting such appointment and thereupon such successor Agent, without further act, deed, conveyance or transfer shall become vested with all of the duties properties, rights, interests, powers, authorities and obligations of such its predecessor hereunder with like effect as if originally named as Agent (and the Issuing Bank), hereunder (in the opinion hereunder. Upon request of the retiring Agent and as certified to the Lenders in writing by such successor Agent) which, in the case of (i) and (ii) above, so long as there is no Default, or Event of Default, shall be reasonably satisfactory to the Lead Borrower (whose consent shall not be unreasonably withheld or delayed). Upon the acceptance of any appointment as Agent by a successor Agent, such successor Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring Agent Company and the retiring Agent shall execute and deliver such instruments of conveyance, assignment and further assurance and do such other things as may reasonably be discharged from its duties required for more fully and obligations under this Agreementcertainly vesting and confirming in such successor Agent all such properties, rights, interests, powers, authorities and obligations. After any retiring Agent's resignation hereunder as such Agent, the The provisions of this Article IX VII shall inure to its benefit as thereafter remain effective for such retiring Agent with respect to any actions taken or omitted to be taken by it while it was such Agent under this Agreementwhile acting as the Agent hereunder.

Successor Agent. Any Agent may resign give written notice of resignation at any time by giving five Business Days' written notice thereof to the Lenders, the Issuing Bank, the other Agents and the Lead Borrower. Upon any such resignation of any Agent, the Required The Majority Lenders shall have the right to appoint a successor Agent, which so long as there is no Default, or Event of Default, shall be reasonably satisfactory to the Lead Borrower (whose consent shall not be unreasonably withheld or delayed). If no successor Agent shall have been so appointed by the Required Majority Lenders and shall have accepted such appointment, appointment within 30 thirty (30) days after the retiring Agent's giving of notice of resignation, then the retiring Agent may, may on behalf of the Lenders, the other Agents and the Issuing Bank, appoint a successor Agent Agent, which shall be (i) a commercial bank (or affiliate thereof) organized under the laws of the United States of America or of any State thereof state thereof, or any Affiliate of such bank, and having a combined consolidated capital and surplus of a at least $100,000,000, (ii) or a Lender capable of complying with all of the duties of such Agent (and the Issuing Bank), 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 (i) and (ii) above, so long as there is no Default, or Event of Default, shall be reasonably satisfactory to the Lead Borrower (whose consent shall not be unreasonably withheld or delayed)500,000,000. Upon the acceptance of any appointment as Agent hereunder by a successor Agent, such successor Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring Agent Agent, and the retiring Agent shall be discharged from its duties and obligations under this Agreement. Until the acceptance by such a successor Agent, the retiring Agent shall continue as "Agent" hereunder. After any retiring Agent's resignation hereunder as such AgentAgent shall become effective, the provisions of this Article IX shall inure to its benefit as to any actions taken or omitted to be taken by it while it was such Agent under this Agreement. Any company into which Agent may be merged or converted or with which it may be consolidated or any company resulting from any merger, conversion or consolidation to which it shall be a party or any company to which Agent may sell or transfer all or substantially all of its agency relationships shall be the successor to Agent without the execution or filing of any paper or further act, anything herein to the contrary notwithstanding.

Successor Agent. Any Agent may resign at any time by giving five (5) Business Days' Days written notice thereof to the Lenders, the Issuing Bank, the other Agents and the Lead Borrower. Upon any such resignation of any Agent, the Required Lenders shall have the right to appoint a successor Agent, which so long as there is no Default, Default or Event of DefaultDefault has occurred and is continuing, shall be reasonably satisfactory to the Lead Borrower (whose consent shall not be unreasonably withheld or delayed). If no successor Agent shall have been so appointed by the Required Lenders and shall have accepted such appointment, within 30 thirty (30) days after the retiring Agent's ’s giving of notice of resignation, the retiring Agent may, on behalf of the Lenders, Lenders and the other Agents and the Issuing Bank, appoint a successor Agent which shall be (i) a commercial bank (or affiliate thereof) organized under the laws of the United States of America or of any State thereof and having a combined capital and surplus of a least $100,000,000, (ii) or a Lender Person capable of complying with all of the duties of such Agent (and the Issuing Bank)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 (i) and (ii) above, so long as there is no Default, Default or Event of DefaultDefault has occurred and is continuing, shall be reasonably satisfactory to the Lead Borrower (whose consent shall not be unreasonably withheld or delayed). Upon the acceptance of any appointment as Agent by a successor Agent, such successor Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring Agent and the retiring Agent shall be discharged from its duties and obligations under this Agreement. After any retiring Agent's ’s resignation hereunder as such Agent, the provisions of this Article IX VIII shall inure to its benefit as to any actions taken or omitted to be taken by it while it was such Agent under this Agreement.

Successor Agent. Any Either or both of the Agent or the Euro-Agent may resign at any time by giving five Business Days' written notice thereof to the Lenders, the Issuing Bank, the other Agents Banks and the Lead BorrowerBorrower and may be removed at any time with or without cause by the Majority Banks. Upon any such resignation of any Agentor removal, the Required Lenders Majority Banks shall have the right to appoint a one of the Banks as the successor Agent and such Bank or an affiliate of such Bank as the successor Euro- Agent, which so long as there is no Default, or Event of Default, shall be reasonably satisfactory to the Lead Borrower (whose consent shall not be unreasonably withheld or delayed). If no successor Agent or Euro-Agent, as applicable, shall have been so appointed by the Required Lenders Majority Banks, and shall have accepted such appointment, within 30 days after the retiring Agent's or retiring Euro-Agent's giving of notice of resignationresignation or the Majority Banks' removal of the retiring agent, then the retiring Agent or retiring Euro-Agent may, on behalf of the Banks, appoint one of the Banks as the successor Agent or successor Euro-Agent. If none of the Banks will accept such an appointment, the retiring Agent may, on behalf of the Lenders, the other Agents and the Issuing BankBanks, appoint a successor Agent or successor Euro-Agent which shall be (i) a commercial bank (or affiliate thereof) organized under the laws of the United States of America or of any State thereof and having a combined capital and surplus of a at least $100,000,000, (ii) or a Lender capable of complying with all of the duties of such Agent (and the Issuing Bank), 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 (i) and (ii) above, so long as there is no Default, or Event of Default, shall be reasonably satisfactory to the Lead Borrower (whose consent shall not be unreasonably withheld or delayed)50,000,000. Upon the acceptance of any appointment as Agent or Euro-Agent hereunder by a successor Agent or Euro-Agent, such successor Agent or Euro-Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring Agent or Euro-Agent, as applicable, and the retiring Agent or Euro-Agent, as applicable, shall be discharged from its duties and obligations under this Agreement. The successor Agent or Euro-Agent shall immediately notify the Borrower of such appointment. After any retiring Agent's or retiring Euro-Agent's resignation or removal hereunder as such Agent or Euro-Agent, the provisions of this Article IX shall inure to its benefit as to any actions taken or omitted to be taken by it while it was such Agent or Euro-Agent under this Agreement.

Successor Agent. Any Except as provided below, the Agent may resign at any time by giving five Business Days' written notice thereof to the Lenders, the Issuing Bank, the other Agents Lenders and the Lead Borrower. Upon any such resignation of any Agentresignation, the Required Lenders shall have the right to appoint a successor Agent (the "Successor Agent") which, which so long as there is no Default, or Event absent the existence of a Default, shall be reasonably satisfactory acceptable to the Lead Borrower (whose consent shall not be unreasonably withheld or delayed)Borrower. If no successor Successor Agent shall have been so appointed by the Required Lenders (other than the resigning Agent), and shall have accepted such appointment, within 30 thirty (30) days after the retiring Agent's giving of notice of resignation, then the retiring Agent may, on behalf of the Lenders, the other Agents and the Issuing Bank, appoint a successor Successor Agent which, absent the existence of a Default, shall be reasonably acceptable to Borrower, which shall be (i) a commercial bank (or affiliate thereof) financial institution organized under the laws of the United States of America or of any State state thereof and having a combined capital and surplus of a at least $100,000,000, (ii) or a Lender capable of complying with all of the duties of such Agent (and the Issuing Bank), 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 (i) and (ii) above, so long as there is no Default, or Event of Default, shall be reasonably satisfactory to the Lead Borrower (whose consent shall not be unreasonably withheld or delayed)50,000,000. Upon the acceptance of any appointment as Agent hereunder by a successor Successor Agent, such successor Successor Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring Agent Agent, and the retiring Agent shall be discharged from its duties and obligations under this AgreementAgreement and the other Lender Agreements. After any retiring Agent's resignation hereunder as such Agent, the provisions of this Article IX 13 shall inure to its benefit as to any actions taken or omitted to be taken by it while it was such Agent under this AgreementAgreement and the other Lender Agreements.

Successor Agent. Any Agent may resign at any time by giving five (5) Business Days' written notice thereof to the Lenders, the Issuing Bank, the other Agents and the Lead BorrowerBorrowers. Upon any such resignation of any Agent, the Required Lenders shall have the right to appoint a successor Agent, which so long as there is no Default, or Event of Default, Default shall be reasonably satisfactory to the Lead Borrower Borrowers (whose consent shall not be unreasonably withheld or delayed). If no successor Agent shall have been so appointed by the Required Lenders and shall have accepted such appointment, within 30 days after the retiring Agent's giving of notice of resignation, the retiring Agent may, on behalf of the Lenders, the other Agents and the Issuing Bank, appoint a successor Agent which shall be (ia) a commercial bank (or affiliate thereof) organized under the laws of the United States of America or of any State thereof and financial institution having a combined capital and surplus rating of a least $100,000,000not less than A or its equivalent by S&P or, (iib) or a Lender capable of complying with all of the duties of such Agent (and the Issuing Bank), 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 (ia) and (iib) above, so long as there is no Default, or Event of Default, Default shall be reasonably satisfactory to the Lead Borrower Borrowers (whose consent shall not be unreasonably withheld or delayed). Upon the acceptance of any appointment as Agent by a successor Agent, such successor Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring Agent and the retiring Agent shall be discharged from its duties and obligations under this Agreement. After any retiring Agent's resignation hereunder as such Agent, the provisions of this Article IX VIII shall inure to its benefit as to any actions taken or omitted to be taken by it while it was such Agent under this Agreement.

Successor Agent. Any Subject to the appointment and acceptance of a successor Agent as provided below, the Agent may resign at any time by giving five Business Days' written notice thereof to the Lenders, the Issuing Bank, the other Agents Banks and the Lead BorrowerBorrower and the Agent may be removed at any time by the Required Banks if it has breached its obligations under the Loan Documents. Upon any such resignation of any Agentor removal, the Required Lenders shall Banks will have the right to appoint a successor AgentAgent with the Borrower's consent, which so long as there is no Default, or Event of Default, shall be reasonably satisfactory to the Lead Borrower (whose consent shall not be unreasonably withheld or delayed)withheld. If no successor Agent shall have been so appointed by the Required Lenders Banks and shall have accepted such appointment, appointment within 30 thirty (30) days after the retiring Agent's giving of notice of resignationresignation or the Required Banks' removal of the retiring Agent, then the retiring Agent may, on behalf of the Lenders, the other Agents and the Issuing BankBanks, appoint a successor Agent Agent, which shall be (i) a commercial bank (or affiliate thereof) organized under the laws of the United States of America or of any State thereof and having a combined capital and surplus of a at least Five Hundred Million Dollars ($100,000,000, (ii) or a Lender capable of complying with all of the duties of such Agent (and the Issuing Bank), 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 (i) and (ii) above, so long as there is no Default, or Event of Default, shall be reasonably satisfactory to the Lead Borrower (whose consent shall not be unreasonably withheld or delayed500,000,000). Upon the acceptance of any its appointment as Agent by a successor Agent, such successor Agent shall thereupon succeed to and become vested with all the rights, powers, privileges privileges, immunities, contractual obligations, and duties of the retiring resigning or removed Agent including, without limitation, all obligations under any Letters of Credit and Swingline Loans, and the retiring resigning or removed Agent shall be discharged from its duties and obligations under this Agreementthe Loan Documents, including, without limitation, its obligations under all Letters of Credit and under the Swingline Commitment. After any retiring Agent's resignation hereunder or removal as such the Agent, the provisions of this Article IX 13 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 such Agent under this Agreementthe Agent.

Successor Agent. Any Agent may resign at any time by giving five (5) Business Days' ’ written notice thereof to the Lenders, the Issuing Bank, the other Agents and the Lead Borrower. Upon any such resignation of any Agent, the Required Lenders shall have the right to appoint a successor Agent, which so long as there is no Default, or Event of Default, shall be reasonably satisfactory to the Lead Borrower (whose consent shall not be unreasonably withheld or delayed). If no successor Agent shall have been so appointed by the Required Lenders and shall have accepted such appointment, within 30 days after the retiring Agent's ’s giving of notice of resignation, the retiring Agent may, on behalf of the Lenders, the other Agents and the Issuing Bank, appoint a successor Agent which shall be (i) a commercial bank (or affiliate thereof) organized under the laws of the United States of America or of any State thereof and having a combined capital and surplus of a least $100,000,000, (ii) or a Lender capable of complying with all of the duties of such Agent (and the Issuing Bank), 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 (i) and (ii) above, so long as there is no Default, or Event of Default, shall be reasonably satisfactory to the Lead Borrower (whose consent shall not be unreasonably withheld or delayed). Upon the acceptance of any appointment as Agent by a successor Agent, such successor Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring Agent and the retiring Agent shall be discharged from its duties and obligations under this Agreement. After any retiring Agent's ’s resignation hereunder as such Agent, the provisions of this Article IX VIII shall inure to its benefit as to any actions taken or omitted to be taken by it while it was such Agent under this Agreement.

Successor Agent. Any (a) The Agent may may, upon five (5) Business Days' notice to the Lenders and the Borrowers, resign at any time (effective upon the appointment of a successor Agent pursuant to the provisions of this Section 13.9(a)) by --------------- giving five Business Days' written notice thereof to the Lenders, the Issuing Bank, the other Agents Lenders and the Lead BorrowerBorrowers. Upon any such resignation of any Agentresignation, the Required Lenders shall have the right right, upon five (5) days' notice, to appoint a successor Agent, which so long as there is no Default, or Event of Default, shall be reasonably satisfactory to the Lead Borrower (whose consent shall not be unreasonably withheld or delayed). If no successor Agent shall have been so appointed by the Required Lenders Lenders, and shall have accepted such appointment, within 30 thirty (30) days after the retiring Agent's giving of notice of resignation, then, upon five (5) days' notice , the retiring Agent may, on behalf of the Lenders, the other Agents and the Issuing Bank, appoint a successor Agent Agent, which shall be (i) a bank or a trust company or other financial institution which maintains an office in the United States, or a commercial bank (or affiliate thereof) organized under the laws of the United States of America or of any State thereof and thereof, or any affiliate of such bank or trust company or other financial institution which is engaged in the banking business, having a combined capital and surplus of a at least $100,000,000, (ii) or a Lender capable of complying with all of the duties of such Agent (and the Issuing Bank), hereunder (in the opinion of the retiring Agent and as certified 500,000,000. Notwithstanding anything herein to the Lenders in writing by such successor Agent) which, in the case of (i) and (ii) abovecontrary, so long as there is no Default, or Event of DefaultDefault shall have occurred and be continuing, any successor Agent (whether appointed by the Required Lenders or the Agent) shall be reasonably satisfactory have been approved in writing by the Company (such approval not to the Lead Borrower (whose consent shall not be unreasonably withheld or delayedwithheld). . (b) Upon the acceptance of any appointment as Agent hereunder by a successor Agent, such successor Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring Agent Agent, and the retiring Agent shall be discharged from its duties and obligations under this Credit Agreement. After any retiring Agent's resignation hereunder as such Agent, the provisions of this Article IX XIII shall ------------ inure to its benefit as to any actions taken or omitted to be taken by it while it was such Agent under this Credit Agreement.

Successor Agent. Any (a) The Agent may may, upon five (5) Business Days' notice to the Lenders and the Borrower, resign at any time (effective upon the appointment of a successor Agent pursuant to the provisions of this Section 13.9(a)) by giving five Business Days' written notice thereof to the Lenders, the Issuing Bank, the other Agents Lenders and the Lead Borrower. Upon any such resignation of any Agentresignation, the Required Lenders shall have the right right, upon five (5) days' notice, to appoint a successor Agent, which so long as there is no Default, or Event of Default, shall be reasonably satisfactory to the Lead Borrower (whose consent shall not be unreasonably withheld or delayed). If no successor Agent shall have been so appointed by the Required Lenders Lenders, and shall have accepted such appointment, within 30 thirty (30) days after the retiring Agent's giving of notice of resignation, then, upon five (5) days' notice, the retiring Agent may, on behalf of the Lenders, the other Agents and the Issuing Bank, appoint a successor Agent Agent, which shall be (i) a bank or a trust company or other financial institution which maintains an office in the United States, or a commercial bank (or affiliate thereof) organized under the laws of the United States of America or of any State thereof and thereof, or any affiliate of such bank or trust company or other financial institution which is engaged in the banking business, having a combined capital and surplus of a at least $100,000,000, (ii) or a Lender capable of complying with all of the duties of such Agent (and the Issuing Bank), hereunder (in the opinion of the retiring Agent and as certified 500,000,000. Notwithstanding anything herein to the Lenders in writing by such successor Agent) which, in the case of (i) and (ii) abovecontrary, so long as there is no Default, or Event of DefaultDefault shall have occurred and be continuing, any successor Agent (whether appointed by the Required Lenders or the Agent) shall be reasonably satisfactory to have been approved in writing by the Lead Borrower (whose consent shall such approval not to be unreasonably withheld or delayedwithheld). . (b) Upon the acceptance of any appointment as Agent hereunder by a successor Agent, such successor Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring Agent Agent, and the retiring Agent shall be discharged from its duties and obligations under this Credit Agreement. After any retiring Agent's resignation hereunder as such Agent, the provisions of this Article IX XIII shall inure to its benefit as to any actions taken or omitted to be taken by it while it was such Agent under this Credit Agreement.

Successor Agent. Any BankBoston or any successor Agent may resign as Agent at any time by giving five Business Days' written notice thereof to the Lenders, Banks and to the Issuing Bank, the other Agents and the Lead BorrowerBorrowers. Upon any such resignation of any Agentresignation, the Required Lenders Banks shall have the right to appoint a successor Agent, which so long as there is no Default, or Event of Default, successor Agent shall be reasonably satisfactory acceptable to the Lead Borrower (whose consent shall not be unreasonably withheld or delayed). If Borrowers, PROVIDED that if BankBoston resigns as Agent, no successor Agent shall have been so appointed by the Required Lenders Banks, and shall have accepted such appointment, within 30 days after the retiring Agent's giving of notice of resignation, then the retiring Agent may, on behalf of the Lenders, the other Agents and the Issuing BankBanks, appoint a successor Agent Agent, which shall be (i) a commercial bank (or affiliate Affiliate thereof) or savings and loan association organized under the laws of the United States of America or any State thereof or under the laws of another country which is doing business in the United States of America or any State thereof and having a combined capital capital, surplus and surplus undivided profits of a at least $100,000,000, (ii) or a Lender capable of complying with all of the duties of such Agent (100,000,000 and the Issuing Bank), 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 (i) and (ii) above, so long as there is no Default, or Event of Default, shall be reasonably satisfactory acceptable to the Lead Borrower (whose consent shall not be unreasonably withheld or delayed)Borrowers. Upon the acceptance of any appointment as Agent hereunder by a successor Agent, such successor Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring Agent Agent, and the retiring Agent shall be discharged from its all further duties and obligations under this Agreement. After any retiring Agent's resignation or removal hereunder as such Agent, the provisions of this Article IX Section 8 shall inure to its benefit as to any actions taken or omitted to be taken by it while it was such Agent under this Agreement.

Successor Agent. Any Agent may resign at any time by giving prior written notice thereof to Xxxxxxx and Borrower Agent. Subject to the appointment of a successor Agent, the resignation of Agent shall be effective immediately upon the giving of such notice, whereupon Agent shall be discharged from its duties and obligations hereunder. In such event, all Obligations owing to Agent shall be due and payable by the Borrowers upon giving of such notice. Upon any such notice of resignation, Requisite Lenders shall have the right, upon five Business Days' written notice thereof to the LendersBorrowers, the Issuing Bank, the other Agents and the Lead Borrower. Upon any such resignation of any Agent, the Required Lenders shall have the right to appoint a successor Agent, which so long as there is no Default, or Event of Default, shall be reasonably satisfactory to the Lead Borrower (whose consent shall not be unreasonably withheld or delayed). If no successor Agent shall have been so appointed by the Required Lenders and shall have accepted such appointment, within 30 days after the retiring Agent's giving of notice of resignation, the retiring Agent may, on behalf of the Lenders, the other Agents and the Issuing Bank, appoint a successor Agent which shall be (i) a commercial bank (or affiliate thereof) organized under the laws of the United States of America or of any State thereof and having a combined capital and surplus of a least $100,000,000, (ii) or a Lender capable of complying with all of the duties of such Agent (and the Issuing Bank), 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 (i) and (ii) above, so long as there is no Default, or Event of Default, shall be reasonably satisfactory to the Lead Borrower (whose consent shall not be unreasonably withheld or delayed). Upon the acceptance of any appointment as Agent hereunder by a successor Agent, such that successor Agent shall thereupon xxxxxxxxx succeed to and become vested with all the rights, powers, privileges and duties of the retiring Agent Agent, and the retiring Agent shall promptly, at the expense of the Borrowers (or, if not reimbursed by the Credit Parties, the Lenders pursuant to and subject to the limitations set forth in Section 9.6), (i) transfer to such successor Agent, all Collateral held under the Collateral Documents, and (ii) execute and deliver to such successor Agent an assignment to the Intercreditor Agreement (or such other writing addressed to the Senior Secured Notes Indenture Trustee binding itself to the terms thereof), and such amendments to financing statements, and take such other actions, as may be discharged from its duties and obligations necessary in connection with the assignment to such successor Agent of the security interests created under this Agreementthe Collateral Documents. After any retiring Agent's resignation hereunder as such Agent, the provisions of this Article IX Section 9 shall inure to its benefit as to any actions taken or omitted to be taken by it while it was such Agent under this Agreementhereunder or otherwise required (or necessary or appropriate) to be taken by Agent thereafter.

Successor Agent. Any Agent may resign at any time by giving five (5) Business Days' written notice thereof to the Lenders, the Issuing Bank, the other Agents and the Lead Borrower. Upon any such resignation of any Agent, the Required Lenders shall have the right to appoint a successor Agent, which so long as there is no Default, Default or Event of Default, shall be reasonably satisfactory to the Lead Borrower (whose consent shall not be unreasonably withheld or delayed). If no successor Agent shall have been so appointed by the Required Lenders and shall have accepted such appointment, within 30 thirty (30) days after the retiring Agent's giving of notice of resignation, the retiring Agent may, on behalf of the Lenders, the other Agents and the Issuing Bank, appoint a successor Agent which shall be (i) a commercial bank (or affiliate thereof) organized under the laws of the United States of America or of any State thereof and having a combined capital and surplus of a least $100,000,000, (ii) or a Lender Person capable of complying with all of the duties of such Agent (and the Issuing Bank), 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 (i) and (ii) above, so long as there is no Default, Default or Event of Default, shall be reasonably satisfactory to the Lead Borrower (whose consent shall not be unreasonably withheld or delayed). Upon the acceptance of any appointment as Agent by a successor Agent, such successor Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring Agent and the retiring Agent shall be discharged from its duties and obligations under this Agreement. After any retiring Agent's resignation hereunder as such Agent, the provisions of this Article IX VIII shall inure to its benefit as to any actions taken or omitted to be taken by it while it was such Agent under this Agreement.

Successor Agent. Any Agent BKB, or any successor Agent, may resign as Agent at any time by giving five Business Days' written notice thereof to the Lenders, the Issuing Bank, the other Agents Lenders and the Lead BorrowerBorrowers, or may be removed with or without cause upon at least 30 days prior written notice by and from Lenders whose Commitment Percentages equal in the aggregate at least 67% of the Commitment Percentages of all of the Lenders (including the Agent). Upon any such resignation of any Agentresignation, the Required Lenders shall have the right to appoint a successor Agent, which so long as there is no Defaultand upon any such removal, or Event of Default, such removal shall be reasonably satisfactory to of no force or effect until a successor Agent has been appointed by Lenders other than the Lead Borrower (Agent then being removed whose consent shall not be unreasonably withheld or delayed)Commitment Percentages equal in the aggregate greater than 50% of the Commitment Percentages held by all Lenders other than the Agent then being removed, and such successor Agent has accepted such appointment. If In the event of such a resignation, if no successor Agent shall have been so appointed by the Required Lenders Lenders, and shall have accepted such appointment, within 30 days after the retiring Agent's giving of notice of resignation, then the retiring Agent may, on behalf of the Lenders, the other Agents and the Issuing Bank, appoint a successor Agent Agent, which shall be (i) a commercial bank (or affiliate Affiliate thereof) or savings and loan association organized under the laws of the United States of America or any State thereof or under the laws of another country which is doing business in the United States of America or any State thereof and having a combined capital capital, surplus and surplus undivided profits of a at least $100,000,000, (ii) or a Lender capable of complying with all of the duties of such Agent (and the Issuing Bank), 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 (i) and (ii) above, so long as there is no Default, or Event of Default, shall be reasonably satisfactory to the Lead Borrower (whose consent shall not be unreasonably withheld or delayed)200,000,000. Upon the acceptance of any appointment as Agent hereunder by a successor Agent, such successor Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring Agent Agent, and the retiring Agent shall be discharged from its all further duties and obligations under this Agreement. After any retiring Agent's resignation or removal hereunder as such Agent, the provisions of this Article IX Section 9 shall inure to its benefit as to any actions taken or omitted to be taken by it while it was such Agent under this Agreement.

Successor Agent. Any (a) The Agent may may, upon five (5) Business Days' notice to the Lenders and the Borrower Representative, resign at any time (effective upon the appointment of a successor Agent pursuant to the provisions of this Section 10.9) by giving five Business Days' written notice thereof to the Lenders, the Issuing Bank, the other Agents Lenders and the Lead BorrowerBorrower Representative. Upon any such resignation of any Agentresignation, the Required Majority Lenders shall have the right to appoint a successor Agentright, upon five (5) days' notice and approval by the Borrower Representative (which so long as there is no Default, or Event of Default, shall be reasonably satisfactory to the Lead Borrower (whose consent approval shall not be unreasonably withheld or delayed), to appoint a successor Agent. If no successor Agent shall have been so appointed by the Required Majority Lenders and shall have accepted such appointment, appointment within 30 thirty (30) days after the retiring Agent's giving of notice of resignation, then, upon five (5) days' notice and approval by the Borrower Representative (which approval shall not be unreasonably withheld or delayed), the retiring Agent may, on behalf of the Lenders, the other Agents and the Issuing Bank, appoint a successor Agent Agent, which shall be (i) a bank or a trust company or other financial institution which maintains an office in the United States, or a commercial bank (or affiliate thereof) organized under the laws of the United States of America or of any State thereof and thereof, or any Affiliate of such bank or trust company or other financial institution which is engaged in the banking business, having a combined capital and surplus of a at least $100,000,000, 500,000,000. (iib) or a Lender capable of complying with all of the duties of such Agent (and the Issuing Bank), 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 (i) and (ii) above, so long as there is no Default, or Event of Default, shall be reasonably satisfactory to the Lead Borrower (whose consent shall not be unreasonably withheld or delayed). Upon the acceptance of any appointment as Agent hereunder by a successor Agent, such successor Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring Agent Agent, and the retiring Agent shall be discharged from its duties and obligations under this AgreementCredit Agreement and the other Credit Documents. After any retiring Agent's resignation hereunder as such Agent, the provisions of this Article IX 10 shall inure to its benefit as to any actions taken or omitted to be taken by it while it was such Agent under or in connection with this Credit Agreement.

Successor Agent. Any (a) The Agent may may, upon five (5) Business Days’ notice to the Lenders and Borrower, resign at any time (effective upon the appointment of a successor Agent pursuant to the provisions of this Section 13.9(a)) by giving five Business Days' written notice thereof to the Lenders, the Issuing Bank, the other Agents Lenders and the Lead Borrower. Upon any such resignation of any Agentresignation, the Required Lenders shall have the right right, upon five (5) days’ notice, to appoint a successor Agent, which so long as there is no Default, or Event of Default, shall be reasonably satisfactory to the Lead Borrower (whose consent shall not be unreasonably withheld or delayed). If no successor Agent shall have been so appointed by the Required Lenders Lenders, and shall have accepted such appointment, within 30 thirty (30) days after the retiring Agent's ’s giving of notice of resignation, then, upon five (5) days’ notice, the retiring Agent may, on behalf of the Lenders, the other Agents and the Issuing Bank, appoint a successor Agent Agent, which shall be (i) a bank or a trust company or other financial institution which maintains an office in the United States, or a commercial bank (or affiliate thereof) organized under the laws of the United States of America or of any State thereof and thereof, or any affiliate of such bank or trust company or other financial institution which is engaged in the banking business, having a combined capital and surplus of a at least $100,000,000, (ii) or a Lender capable of complying with all of the duties of such Agent (and the Issuing Bank), hereunder (in the opinion of the retiring Agent and as certified 500,000,000. Notwithstanding anything herein to the Lenders in writing by such successor Agent) which, in the case of (i) and (ii) abovecontrary, so long as there is no Default, or Event of DefaultDefault shall have occurred and be continuing, any successor Agent (whether appointed by the Required Lenders or the Agent) shall be reasonably satisfactory to the Lead have been approved in writing by Borrower (whose consent shall such approval not to be unreasonably withheld or delayedwithheld). . (b) Upon the acceptance of any appointment as Agent hereunder by a successor Agent, such successor Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring Agent Agent, and the retiring Agent shall be discharged from its duties and obligations under this Agreement. After any retiring Agent's ’s resignation hereunder as such Agent, the provisions of this Article IX XIII shall inure to its benefit or otherwise apply as to any actions taken or omitted to be taken by it while it was such Agent under this Agreement.

Successor Agent. Any Agent may resign at any time by giving five fifteen (15) Business Days' written notice thereof to the Lenders, the Issuing Bank, the other Agents and the Lead Borrower. Upon any such resignation of any Agent, the Required Lenders shall have the right to appoint a successor Agent, which so long as there is no Default, Default or Event of Default, Default shall be reasonably satisfactory to the Lead Borrower (whose consent shall not be unreasonably withheld or delayed). If no successor Agent shall have been so appointed by the Required Lenders and shall have accepted such appointment, within 30 days after the retiring Agent's giving of notice of resignation, the retiring Agent may, on behalf of the Lenders, the other Agents and the Issuing Bank, appoint a successor Agent which shall be (i) with respect to the Administrative Agent or the Collateral Agent, a commercial bank (or affiliate Affiliate thereof) organized under the laws of the United States of America or of any State thereof and having a combined capital and surplus of a least $100,000,000, (ii) with respect to the Canadian Agent, a commercial bank or institutional lender (or branch or Affiliate thereof) resident in Canada (for purposes of the Income Tax Act (Canada) or otherwise not subject to withholding taxes on any interest paid by a Lender resident of Canada) and having a combined capital and surplus of at least $100,000,000 or (iii) in either case, a Person capable of complying with all of the duties of such Agent (and the Issuing Bank), 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 (i) and ), (ii) or (iii) above, so long as there is no Default, Default or Event of Default, Default shall be reasonably satisfactory to the Lead Borrower (whose consent shall not be unreasonably withheld or delayed). Upon the acceptance of any appointment as Agent by a successor Agent, such successor Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring Agent and the retiring Agent shall be discharged from its duties and obligations under this Agreement. After any retiring Agent's resignation hereunder as such Agent, the provisions of this Article IX VIII shall inure to its benefit as to any actions taken or omitted to be taken by it while it was such Agent under this Agreement.

Successor Agent. Any Subject to the appointment of a successor as set forth herein, the Administrative Agent and the Term Collateral Agent may resign at any time by giving five Business Days' written as Administrative Agent or Term Collateral Agent, respectively, upon 10 days’ notice thereof to the LendersLenders and the Borrower. If the Administrative Agent or Term Collateral Agent shall resign as Administrative Agent or Term Collateral Agent, the Issuing Bankas applicable, under this Agreement and the other Agents and the Lead Borrower. Upon any such resignation of any AgentLoan Documents, then the Required Lenders shall have appoint from among the right to appoint Lenders a successor Agentagent for the Lenders, which so long as there is no Default, or Event of Default, successor agent shall be reasonably satisfactory subject to approval by the Lead Borrower (whose consent which approval shall not be unreasonably withheld or delayed). If no successor Agent shall have been so appointed by the Required Lenders and shall have accepted such appointment, within 30 days after the retiring Agent's giving of notice of resignation, the retiring Agent may, on behalf of the Lenders, the other Agents and the Issuing Bank, appoint a successor Agent which shall be (i) a commercial bank (or affiliate thereof) organized under the laws of the United States of America or of any State thereof and having a combined capital and surplus of a least $100,000,000, (ii) or a Lender capable of complying with all of the duties of such Agent (and the Issuing Bank), hereunder (in the opinion of the retiring Agent and as certified to the Lenders in writing by whereupon such successor Agent) which, in the case of (i) and (ii) above, so long as there is no Default, or Event of Default, agent shall be reasonably satisfactory to the Lead Borrower (whose consent shall not be unreasonably withheld or delayed). Upon the acceptance of any appointment as Agent by a successor Agent, 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 Term Collateral Agent, as applicable, and the retiring term “Administrative Agent” or “Term 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 Term Collateral Agent, as applicable, shall be discharged from its duties and obligations under terminated, without any other or further act or deed on the part of such former Agent or any of the parties to this AgreementAgreement or any holders of the Term Loans. After any retiring Agent's ’s resignation hereunder or removal as Agent, the provisions of this Section 9 shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Agent under this Agreement and the other Loan Documents. Additionally, after any retiring Agent’s resignation as such Agent, the provisions of this Article IX subsection shall inure to its benefit as to any actions taken or omitted to be taken by it while it was such Agent under this AgreementAgreement and the other Loan Documents.