Common use of Successor Agents Clause in Contracts

Successor Agents. Subject to the appointment and acceptance of a successor agent as provided in this paragraph, (i) each Agent may be removed by the Borrower or the Required Lenders if such Agent or a controlling affiliate of such Agent is a Defaulting Lender and (ii) any Agent may resign upon ten (10) days’ notice to the Lenders, the Issuing Lenders and the Borrower. Upon any such removal or resignation by any Agent, the Required Lenders shall appoint, with the consent (provided that no Event of Default or Default has occurred and is continuing) of the Borrower (such consent not to be unreasonably withheld or delayed if such successor is a commercial bank with consolidated combined capital and surplus of at least $5,000,000,000), to appoint a successor. If no successor shall have been so appointed by the Required Lenders and shall have accepted such appointment within thirty (30) days after the retiring Agent gives notice of its resignation, then the retiring Agent may, with the consent (provided that no Event of Default or Default has occurred or is continuing) of the Borrower (such consent not to be unreasonably withheld or delayed), appoint a successor Agent which shall be a bank institution with an office in New York, New York, or an Affiliate of any such bank, in each case, with consolidated combined capital and surplus of at least $5,000,000,000). Upon the acceptance of its appointment as Agent hereunder by a successor, such successor shall 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. The fees payable by the Borrower to a successor Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Borrower and such successor. After the retiring Agent’s resignation hereunder, the provisions of this Article and Section 10.04 shall continue in effect for the benefit of such retiring Agent, its sub-agents and their respective Related Parties in respect of any actions taken or omitted to be taken by any of them while it was acting as an Agent.

Successor Agents. Subject Each of the Administrative Agent and the Collateral Agent may resign as the Administrative Agent or the Collateral Agent, as applicable upon thirty (30) days’ notice to the appointment Lenders and acceptance of a successor agent as provided in this paragraph, (i) each Agent may be removed by the Borrower and if either the Administrative Agent or the Required Lenders if such Agent or a controlling affiliate of such Collateral Agent is a Defaulting Lender, the Borrower may remove such Defaulting Lender and (ii) any Agent may resign from such role upon ten (10) days’ notice to the Lenders, . If the Issuing Lenders and Administrative Agent or the Collateral Agent resigns under this Agreement or is removed by the Borrower. Upon any such removal or resignation by any Agent, the Required Lenders shall appointappoint from among the Lenders a successor agent for the Lenders, with which successor agent shall be consented to by the consent (provided that no Borrower at all times other than during the existence of an Event of Default under Sections 8.01(f) or Default has occurred and is continuing(g) (which consent of the Borrower (such consent shall not to be unreasonably withheld or delayed if such successor is a commercial bank with consolidated combined capital and surplus of at least $5,000,000,000), to appoint a successor. If no successor shall have been so appointed by the Required Lenders and shall have accepted such appointment within thirty (30) days after the retiring Agent gives notice of its resignation, then the retiring Agent may, with the consent (provided that no Event of Default or Default has occurred or is continuing) of the Borrower (such consent not to be unreasonably withheld or delayed). If no successor agent is appointed prior to the effective date of the resignation or removal of the Administrative Agent or the Collateral Agent, appoint as applicable, the Administrative Agent or the Collateral Agent, as applicable, in the case of a resignation, and the Borrower, in the case of a removal may appoint, after consulting with the Lenders and the Borrower (in the case of a resignation), a successor Agent which shall be a bank institution with an office in New York, New York, or an Affiliate of any such bank, in each case, with consolidated combined capital and surplus of at least $5,000,000,000)agent from among the Lenders. Upon the acceptance of its appointment as Agent hereunder by a successorsuccessor agent hereunder, the Person acting as such successor agent shall succeed to and become vested with all the rights, powers, privileges powers and duties of the retiring Agent, Administrative Agent or retiring Collateral Agent and the retiring Agent shall be discharged from its duties and obligations hereunder. The fees payable by the Borrower to a successor Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Borrower and such successor. After the retiring term “Administrative Agent’s resignation hereunder, the provisions of this Article and Section 10.04 shall continue in effect for the benefit of such retiring Agent, its sub-agents and their respective Related Parties in respect of any actions taken ” or omitted to be taken by any of them while it was acting as an Agent.“

Successor Agents. Subject Each of the Administrative Agent and the Collateral Agent may resign as the Administrative Agent or the Collateral Agent, as applicable, upon thirty (30) days’ notice to the appointment Lenders and acceptance of a successor agent as provided in this paragraph, (i) each Agent may be removed by the Borrower and if either the Administrative Agent or the Required Lenders if such Agent or a controlling affiliate of such Collateral Agent is a Defaulting Lender, the Borrower may remove such Defaulting Lender and from such role upon fifteen (ii) any Agent may resign upon ten (1015) days’ notice to the Lenders, . If the Issuing Lenders and Administrative Agent or the Collateral Agent resigns under this Agreement or is removed by the Borrower. Upon any such removal or resignation by any Agent, the Required Lenders shall appointappoint from among the Lenders a successor agent for the Lenders, with which successor agent shall be consented to by the consent (provided that no Borrower at all times other than during the existence of an Event of Default under Section 8.01(f) or Default has occurred and is continuing(g) (which consent of the Borrower (such consent shall not to be unreasonably withheld or delayed if such successor is a commercial bank with consolidated combined capital and surplus of at least $5,000,000,000), to appoint a successor. If no successor shall have been so appointed by the Required Lenders and shall have accepted such appointment within thirty (30) days after the retiring Agent gives notice of its resignation, then the retiring Agent may, with the consent (provided that no Event of Default or Default has occurred or is continuing) of the Borrower (such consent not to be unreasonably withheld or delayed). If no successor agent is appointed prior to the effective date of the resignation or removal of the Administrative Agent or the Collateral Agent, appoint as applicable, the Administrative Agent or the Collateral Agent, as applicable in the case of a resignation, and the Borrower, in the case of a removal, may appoint, after consulting with the Lenders and the Borrower (in the case of a resignation), a successor Agent which shall be a bank institution with an office in New York, New York, or an Affiliate of any such bank, in each case, with consolidated combined capital and surplus of at least $5,000,000,000)agent from among the Lenders. Upon the acceptance of its appointment as Agent hereunder by a successorsuccessor agent hereunder, the Person acting as such successor agent shall succeed to and become vested with all the rights, powers, privileges powers and duties of the retiring Agent, Administrative Agent or retiring Collateral Agent and the retiring Agent shall be discharged from its duties and obligations hereunder. The fees payable by the Borrower to a successor Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Borrower and such successor. After the retiring Agent’s resignation hereunder, the provisions of this Article and Section 10.04 shall continue in effect for the benefit of such retiring Agent, its sub-agents and their respective Related Parties in respect of any actions taken or omitted to be taken by any of them while it was acting as an Agent.term “

Successor Agents. Subject Each of the Administrative Agent and the Collateral Agent may resign as the Administrative Agent or the Collateral Agent, as applicable, upon thirty (30) days’ notice to the appointment Lenders and acceptance of a successor agent as provided in this paragraph, (i) each Agent may be removed by the Borrower and if either the Administrative Agent or the Required Lenders if such Agent or a controlling affiliate of such Collateral Agent is a Defaulting Lender, the Borrower may remove such Defaulting Lender and from such role upon fifteen (ii) any Agent may resign upon ten (1015) days’ notice to the Lenders, . If the Issuing Lenders and Administrative Agent or the Collateral Agent resigns under this Agreement or is removed by the Borrower. Upon any such removal or resignation by any Agent, the Required Lenders shall appointappoint from among the Lenders a successor agent for the Lenders, with which successor agent shall be consented to by the consent (provided that no Borrower at all times other than during the existence of an Event of Default under Section 8.01(f) or Default has occurred and is continuing(g) (which consent of the Borrower (such consent shall not to be unreasonably withheld or delayed if such successor is a commercial bank with consolidated combined capital and surplus of at least $5,000,000,000), to appoint a successor. If no successor shall have been so appointed by the Required Lenders and shall have accepted such appointment within thirty (30) days after the retiring Agent gives notice of its resignation, then the retiring Agent may, with the consent (provided that no Event of Default or Default has occurred or is continuing) of the Borrower (such consent not to be unreasonably withheld or delayed). If no successor agent is appointed prior to the effective date of the resignation or removal of the Administrative Agent or the Collateral Agent, appoint as applicable, the Administrative Agent or the Collateral Agent, as applicable in the case of a resignation, and the Borrower, in the case of a removal, may appoint, after consulting with the Lenders and the Borrower (in the case of a resignation), a successor Agent which shall be a bank institution with an office in New York, New York, or an Affiliate of any such bank, in each case, with consolidated combined capital and surplus of at least $5,000,000,000)agent from among the Lenders. Upon the acceptance of its appointment as Agent hereunder by a successorsuccessor agent hereunder, the Person acting as such successor agent shall succeed to and become vested with all the rights, powers, privileges powers and duties of the retiring Agent, Administrative Agent or retiring Collateral Agent and the retiring Agent shall be discharged from its duties and obligations hereunder. The fees payable by the Borrower to a successor Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Borrower and such successor. After the retiring term “Administrative Agent’s resignation hereunder, the provisions of this Article and Section 10.04 shall continue in effect for the benefit of such retiring Agent, its sub-agents and their respective Related Parties in respect of any actions taken ” or omitted to be taken by any of them while it was acting as an Agent.“

Successor Agents. Subject to the appointment and acceptance of a successor agent as provided in this paragraph, (i) each Agent may be removed by the Borrower or the Required Lenders if such Agent or a controlling affiliate of such Agent is a Defaulting Lender and (ii) any Each Appointed Agent may resign as an Appointed Agent upon ten (10) at least 30 days’ prior notice to the Lenders, the Issuing Lenders and the Borrower. Upon In the event any Appointed Agent sells all of its Loans and/or Commitments as part of a sale, transfer or other disposition by such removal Appointed Agent of substantially all of its loan portfolio, such Appointed Agent shall resign as an Appointed Agent and such purchaser or resignation by any Agenttransferee shall become the successor Appointed Agent hereunder. In the event that an Appointed Agent becomes a Defaulting Lender, such Appointed Agent may be removed at the reasonable request of the Borrower and the Required Lenders. Subject to the foregoing, if an Appointed Agent resigns or is removed under this Agreement, the Required Lenders shall appoint, (with the prior consent (provided that no Event of Default or Default has occurred and is continuing) of the Borrower (Borrower, such consent not to be unreasonably withheld or delayed if such successor is a commercial bank with consolidated combined capital and surplus of at least $5,000,000,000), to appoint a successor. If no successor shall have been so appointed by the Required Lenders and shall have accepted such appointment within thirty (30) days after the retiring Agent gives notice of its resignation, then the retiring Agent may, with the consent (provided that no Event of Default or Default has occurred or is continuing) of the Borrower (such consent not to be unreasonably withheld or delayedrequired if an Event of Default under any of Section 10.1(a), (e), (f) or (g) has occurred and is continuing) shall appoint from among the Lenders a successor Agent agent, which successor agent shall be a bank institution with an office Lender or a commercial bank, commercial finance company or other asset based lender having total assets in New York, New York, or an Affiliate excess of $5,000,000,000. If no successor agent is appointed prior to the effective date of the resignation of any Appointed Agent, such bankAppointed Agent may appoint, in each caseafter consulting with the Lenders and the Borrower (but without the need for the consent of the Borrower), with consolidated combined capital and surplus of at least $5,000,000,000)a successor agent from among the Lenders. Upon the acceptance of its appointment as Agent hereunder by a successorsuccessor agent hereunder, such successor agent shall succeed to and become vested with all the rights, powers, privileges powers and duties of the retiring Appointed Agent and the term “Appointed Agent, ” shall mean such successor agent and the retiring Appointed Agent’s appointment, powers and duties as an Appointed Agent shall be discharged from its duties and obligations hereunder. The fees payable by the Borrower to a successor Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Borrower and such successorterminated. After the any retiring Appointed Agent’s resignation hereunderhereunder as an Appointed Agent, the provisions of this Article XIII and Section 10.04 14.10 shall continue in effect for the to inure to its benefit of such retiring Agent, its sub-agents and their respective Related Parties in respect of as to any actions taken or omitted to be taken by any of them it while it was acting as an AgentAppointed Agent under this Agreement.

Successor Agents. Subject to the appointment and acceptance of a successor agent as provided in this paragraph, (i) each Agent may be removed by the Borrower or the Required Lenders if such Agent or a controlling affiliate of such Agent is a Defaulting Lender and (ii) any Agent may resign upon ten (10) days’ at any time by giving written notice thereof to the Lenders, the Issuing Lenders and the Borrower. Upon any At the time of such removal resignation, Agent shall have the right to assign its rights and delegate its associated obligations as Agent under the Loan Documents to one or resignation by any Agentmore other financial institutions. If Agent resigns without assigning its rights and delegating its associated obligations as Agent under the Loan Documents, then the Required Lenders shall appointLenders, with (absent the existence of an Event of Default) the consent (provided that no Event of Default or Default has occurred and is continuing) of the Borrower (such consent which shall not to be unreasonably withheld or delayed if such withheld, shall have the right to appoint, on behalf of the Borrower and Lenders, a successor is a commercial bank with consolidated combined capital and surplus of at least $5,000,000,000), to appoint a successorAgent. If no successor Agent shall have been so appointed by the Required Lenders and shall have accepted such appointment within thirty (30) days after the retiring Agent gives or giving notice of its resignation, then the retiring Agent maymay appoint, with the consent (provided that no Event of Default or Default has occurred or is continuing) on behalf of the Borrower (such consent not to be unreasonably withheld or delayed)and Lenders, appoint a successor Agent. Such successor Agent which shall be a commercial bank institution with an office in New York, New York, or an Affiliate of any such bank, in each case, with consolidated combined having capital and surplus retained earnings of at least $5,000,000,000)250,000,000. Agent’s resignation shall not be effective until a successor Agent has been appointed and accepts such appointment. Upon the a successor Agent’s acceptance of its appointment as Agent hereunder by a successorappointment, such successor Agent shall succeed to and become vested with all the rights, powers, privileges and duties of the retiring Agentresigning Agent as such, and the retiring resigning Agent shall be discharged from its duties and obligations as Agent hereunder. The fees payable by the Borrower to a successor Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Borrower and such successor. After the retiring resignation of Agent’s resignation hereunder, the provisions of this Article and Section 10.04 IX shall continue in effect for the resigning Agent’s benefit of such retiring Agent, its sub-agents and their respective Related Parties in respect of any actions taken act or omitted failure to be taken by any of them act while it was acting as an AgentAgent hereunder.

Successor Agents. Subject Each of the Administrative Agent and the Collateral Agent may resign as the Administrative Agent or the Collateral Agent, as applicable, upon 30 days’ notice to the appointment Lenders and acceptance of a successor agent as provided in this paragraph, (i) each Agent may be removed by the Borrower and if either the Administrative Agent or the Required Lenders if such Agent or a controlling affiliate of such Collateral Agent is a Defaulting Lender, the Borrower may remove such Defaulting Lender and (ii) any Agent may resign from such role upon ten (10) 10 days’ notice to the Lenders, . If the Issuing Lenders and Administrative Agent or the Collateral Agent resigns under this Agreement or is removed by the Borrower. Upon any such removal or resignation by any Agent, the Required Lenders shall appointappoint from among the Lenders a successor agent for the Lenders, with which successor agent shall be consented to by the consent (provided that no Borrower at all times other than during the existence of an Event of Default under Sections 8.01(a), 8.01(f) or Default has occurred and is continuing8.01(g) (which consent of the Borrower (such consent shall not to be unreasonably withheld or delayed if such successor is a commercial bank with consolidated combined capital and surplus of at least $5,000,000,000), to appoint a successor. If no successor shall have been so appointed by the Required Lenders and shall have accepted such appointment within thirty (30) days after the retiring Agent gives notice of its resignation, then the retiring Agent may, with the consent (provided that no Event of Default or Default has occurred or is continuing) of the Borrower (such consent not to be unreasonably withheld or delayed). If no successor agent is appointed prior to the effective date of the resignation or removal of the Administrative Agent or the Collateral Agent, appoint as applicable, the Administrative Agent or the Collateral Agent, as applicable, in the case of a resignation, and the Borrower, in the case of a removal may appoint, after consulting with the Lenders and the Borrower (in the case of a resignation), a successor Agent which shall be a bank institution with an office in New York, New York, or an Affiliate of any such bank, in each case, with consolidated combined capital and surplus of at least $5,000,000,000)agent from among the Lenders. Upon the acceptance of its appointment as Agent hereunder by a successorsuccessor agent hereunder, the Person acting as such successor agent shall succeed to and become vested with all the rights, powers, privileges powers and duties of the retiring Agent, Administrative Agent or retiring Collateral Agent and the retiring Agent shall be discharged from its duties and obligations hereunder. The fees payable by the Borrower to a successor Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Borrower and such successor. After the retiring term “Administrative Agent’s resignation hereunder, the provisions of this Article and Section 10.04 shall continue in effect for the benefit of such retiring Agent, its sub-agents and their respective Related Parties in respect of any actions taken ” or omitted to be taken by any of them while it was acting as an Agent.“

Successor Agents. Subject to the appointment and acceptance of a successor agent as provided in this paragraph, (i) each Agent may be removed by the Borrower or the Required Lenders if such Agent or a controlling affiliate of such Agent is a Defaulting Lender and (ii) any The Agent may resign upon ten (10) days’ at any time by giving written notice thereof to the Lenders, the Issuing Lenders and the BorrowerCompany. Upon any such removal or resignation resignation, the Lenders (in consultation with the Company) shall have the right to appoint a successor Agent. If no successor Agent shall have been so appointed by any the 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, appoint a successor Agent, the Required Lenders which shall appoint, with the consent (provided that no Event of Default or Default has occurred and is continuing) of the Borrower (such consent not to be unreasonably withheld or delayed if such successor is a commercial bank with consolidated organized under the laws of the United States or of any State thereof and having a combined capital and surplus of at least $5,000,000,000), to appoint a successor. If no successor shall have been so appointed by the Required Lenders and shall have accepted such appointment within thirty (30) days after the retiring Agent gives notice of its resignation, then the retiring Agent may, with the consent (provided that no Event of Default or Default has occurred or is continuing) of the Borrower (such consent not to be unreasonably withheld or delayed), appoint a successor Agent which shall be a bank institution with an office in New York, New York, or an Affiliate of any such bank, in each case, with consolidated combined capital and surplus of at least $5,000,000,000)250,000,000. Upon the acceptance of its any appointment as Agent hereunder by a successorsuccessor Agent, such successor Agent shall succeed to and become vested with all the rights, powers, discretion, privileges and duties of the retiring Agent, and the retiring Agent shall be discharged from its duties and obligations hereunderunder the Loan Documents. The fees payable by If within 30 days after written notice is given of the Borrower to retiring Agent's resignation under this Section 8.6 no successor Agent shall have been appointed and shall have accepted such appointment, then on such 30th day (a) the retiring Agent's resignation or removal shall become effective, (b) the retiring Agent shall thereupon be discharged from its duties and obligations under the Loan Documents and (c) the Lenders shall thereafter perform all duties of the retiring Agent under the Loan Documents until such time, if any, as the Lenders appoint a successor Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Borrower and such successorprovided above. After the any retiring Agent’s 's resignation hereunderor removal hereunder as Agent as to the Facility shall have become effective, the provisions of this Article and Section 10.04 VIII shall continue in effect for the inure to its benefit of such retiring Agent, its sub-agents and their respective Related Parties in respect of as to any actions taken or omitted to be taken by any of them it while it was acting as an AgentAgent under this Agreement.

Successor Agents. Subject to the appointment and acceptance of a successor agent as provided in this paragraph, (i) each Agent may be removed by the Borrower or the Required Lenders if such Agent or a controlling affiliate of such Agent is a Defaulting Lender and (ii) any Any Agent may resign upon ten at any time by giving thirty (1030) days’ Business Days' written notice thereof to the Lenders, the Issuing Lenders other Credit Parties and the BorrowerCompany. Upon any such removal or resignation by any of an Agent, the Required Lenders shall appointhave the right to appoint a successor Agent, with the consent (provided that which, so long as there is no Event of Default or Default has occurred and is continuing) of Default, shall be reasonably satisfactory to the Borrower Company (such whose consent in any event shall not to be unreasonably withheld or delayed if such successor is a commercial bank with consolidated combined capital and surplus of at least $5,000,000,000delayed), to appoint a successor. If no successor Agent shall have been so appointed by the Required Lenders and and/or none shall have accepted such appointment within thirty (30) days after the retiring Agent gives Agent's giving of notice of its resignation, then the retiring Agent may, with the consent (provided that no Event of Default or Default has occurred or is continuing) on behalf of the Borrower (such consent not to be unreasonably withheld or delayed)other Credit Parties, appoint a successor Agent which shall be a bank institution Person capable of complying with an office all of the duties of such Agent hereunder (in New Yorkthe opinion of the retiring Agent and as certified to the other Credit Parties in writing by such successor Agent) which, New Yorkso long as there is no Event of Default, shall be reasonably satisfactory to the Company (whose consent shall not in any event be unreasonably withheld or an Affiliate of any such bank, in each case, with consolidated combined capital and surplus of at least $5,000,000,000delayed). Upon the acceptance of its any appointment as Agent hereunder by a successorsuccessor 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. The fees payable by the Borrower to a successor Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Borrower and such successorunder this Agreement. After the any retiring Agent’s 's resignation hereunderhereunder as such Agent, the provisions of this Article and Section 10.04 VIII shall continue in effect for the inure to its benefit of such retiring Agent, its sub-agents and their respective Related Parties in respect of as to any actions taken or omitted to be taken by any of them it while it was acting as an Agentsuch Agent under this Agreement.

Successor Agents. Subject to the appointment and acceptance of a successor agent as provided in this paragraph, (i) each Agent may be removed by the Borrower or the Required Lenders if such Agent or a controlling affiliate of such Agent is a Defaulting Lender and (ii) any Any Agent may resign upon ten at any time by giving thirty (1030) daysBusiness Days’ written notice thereof to the Lenders, the Issuing Lenders other Credit Parties and the BorrowerCompany. Upon any such removal or resignation by any of an Agent, the Required Lenders shall appointhave the right to appoint a successor Agent, with the consent (provided that which, so long as there is no Event of Default or Default has occurred and is continuing) of Default, shall be reasonably satisfactory to the Borrower Company (such whose consent in any event shall not to be unreasonably withheld or delayed if such successor is a commercial bank with consolidated combined capital and surplus of at least $5,000,000,000delayed), to appoint a successor. If no successor Agent shall have been so appointed by the Required Lenders and and/or none shall have accepted such appointment within thirty (30) days after the retiring Agent gives Agent’s giving of notice of its resignation, then the retiring Agent may, with the consent (provided that no Event of Default or Default has occurred or is continuing) on behalf of the Borrower (such consent not to be unreasonably withheld or delayed)other Credit Parties, appoint a successor Agent which shall be a bank institution Person capable of complying with an office all of the duties of such Agent hereunder (in New Yorkthe opinion of the retiring Agent and as certified to the other Credit Parties in writing by such successor Agent) which, New Yorkso long as there is no Event of Default, shall be reasonably satisfactory to the Company (whose consent shall not in any event be unreasonably withheld or an Affiliate of any such bank, in each case, with consolidated combined capital and surplus of at least $5,000,000,000delayed). Upon the acceptance of its any appointment as Agent hereunder by a successorsuccessor 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. The fees payable by the Borrower to a successor Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Borrower and such successorunder this Agreement. After the any retiring Agent’s resignation hereunderhereunder as such Agent, the provisions of this Article and Section 10.04 VIII shall continue in effect for the inure to its benefit of such retiring Agent, its sub-agents and their respective Related Parties in respect of as to any actions taken or omitted to be taken by any of them it while it was acting as an Agentsuch Agent under this Agreement.

Successor Agents. Subject Each of the Administrative Agent and the Collateral Agent may resign as the Administrative Agent or the Collateral Agent, as applicable upon thirty (30) days’ notice to the appointment Lenders and acceptance of a successor agent as provided in this paragraph, (i) each Agent may be removed by the Borrower and if either the Administrative Agent or the Required Lenders if such Agent or a controlling affiliate of such Collateral Agent is a Defaulting Lender, the Borrower may remove such Defaulting Lender and (ii) any Agent may resign from such role upon ten (10) days’ notice to the Lenders, . If the Issuing Lenders and Administrative Agent or the Collateral Agent resigns under this Agreement or is removed by the Borrower. Upon any such removal or resignation by any Agent, the Required Lenders shall appointappoint from among the Lenders a successor agent for the Lenders, with which successor agent shall be consented to by the consent (provided that no Borrower at all times other than during the existence of an Event of Default under Sections ‎8.01(f) or Default has occurred and is continuing‎(g) (which consent of the Borrower (such consent shall not to be unreasonably withheld or delayed if such successor is a commercial bank with consolidated combined capital and surplus of at least $5,000,000,000), to appoint a successor. If no successor shall have been so appointed by the Required Lenders and shall have accepted such appointment within thirty (30) days after the retiring Agent gives notice of its resignation, then the retiring Agent may, with the consent (provided that no Event of Default or Default has occurred or is continuing) of the Borrower (such consent not to be unreasonably withheld or delayed). If no successor agent is appointed prior to the effective date of the resignation or removal of the Administrative Agent or the Collateral Agent, appoint as applicable, the Administrative Agent or the Collateral Agent, as applicable, in the case of a resignation, and the Borrower, in the case of a removal may appoint, after consulting with the Lenders and the Borrower (in the case of a resignation), a successor Agent which shall be a bank institution with an office in New York, New York, or an Affiliate of any such bank, in each case, with consolidated combined capital and surplus of at least $5,000,000,000)agent from among the Lenders. Upon the acceptance of its appointment as Agent hereunder by a successorsuccessor agent hereunder, the Person acting as such successor agent shall succeed to and become vested with all the rights, powers, privileges powers and duties of the retiring Agent, Administrative Agent or retiring Collateral Agent and the retiring Agent shall be discharged from its duties and obligations hereunder. The fees payable by the Borrower to a successor Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Borrower and such successor. After the retiring Agent’s resignation hereunder, the provisions of this Article and Section 10.04 shall continue in effect for the benefit of such retiring Agent, its sub-agents and their respective Related Parties in respect of any actions taken or omitted to be taken by any of them while it was acting as an Agent.term “

Successor Agents. Subject to the appointment and acceptance of a successor agent as provided in this paragraph, (i) each Agent may be removed by the Borrower or the Required Lenders if such Agent or a controlling affiliate of such Agent is a Defaulting Lender and (ii) any The Agent may resign upon ten (10) days’ at any time by giving written notice thereof to the Lenders, the Issuing Lenders and the BorrowerCompany. Upon any such removal or resignation resignation, the Lenders (in consultation with the Company) shall have the right to appoint a successor Agent. If no successor Agent shall have been so appointed by any the 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, appoint a successor Agent, the Required Lenders which shall appoint, with the consent (provided that no Event of Default or Default has occurred and is continuing) of the Borrower (such consent not to be unreasonably withheld or delayed if such successor is a commercial bank with consolidated organized under the laws of the United States or of any State thereof and having a combined capital and surplus of at least $5,000,000,000), to appoint a successor. If no successor shall have been so appointed by the Required Lenders and shall have accepted such appointment within thirty (30) days after the retiring Agent gives notice of its resignation, then the retiring Agent may, with the consent (provided that no Event of Default or Default has occurred or is continuing) of the Borrower (such consent not to be unreasonably withheld or delayed), appoint a successor Agent which shall be a bank institution with an office in New York, New York, or an Affiliate of any such bank, in each case, with consolidated combined capital and surplus of at least $5,000,000,000)250,000,000. Upon the acceptance of its any appointment as Agent hereunder by a successorsuccessor Agent, such successor Agent shall succeed to and become vested with all the rights, powers, discretion, privileges and duties of the retiring Agent, and the retiring Agent shall be discharged from its duties and obligations hereunderunder the Loan Documents. The fees payable by the Borrower to a successor Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Borrower and such successor. After If within 30 days after written notice is given of the retiring Agent’s resignation hereunderunder this Section 8.6 no successor Agent shall have been appointed and shall have accepted such appointment, then on such 30th day (a) the retiring Agent’s resignation or removal shall become effective, (b) the retiring Agent shall thereupon be discharged from its duties and obligations under the Loan Documents and (c) the Lenders shall thereafter perform all duties of the retiring Agent under the Loan Documents until such time, if any, as the Lenders appoint a successor Agent as provided above. After any retiring Agent’s resignation or removal hereunder as Agent as to the Facility shall have become effective, the provisions of this Article and Section 10.04 VIII shall continue in effect for the inure to its benefit of such retiring Agent, its sub-agents and their respective Related Parties in respect of as to any actions taken or omitted to be taken by any of them it while it was acting as an AgentAgent under this Agreement.

Successor Agents. Subject to the appointment and acceptance of a successor agent as provided in this paragraph, (i) each Agent may be removed by the Borrower or the Required Lenders if such Agent or a controlling affiliate of such Agent is a Defaulting Lender and (ii) any An Agent may resign as Agent upon ten (10) 30 days’ notice to the Lenders, the Issuing Lenders and the Borrower. Upon any such removal or resignation by any AgentIf an Agent shall resign as an Agent under this Agreement and the other Loan Documents, then the Required Lenders shall appointappoint from among the Lenders a successor agent for the Lenders, with the consent which successor agent shall (provided that no unless an Event of Default under Section 7.01(b), (c), (h) or Default has (i) shall have occurred and is be continuing) of be subject to approval by the Borrower (such consent which approval shall not to be unreasonably withheld or delayed if such successor is a commercial bank with consolidated combined capital and surplus of at least $5,000,000,000), to appoint a successor. If no successor shall have been so appointed by the Required Lenders and shall have accepted such appointment within thirty (30) days after the retiring Agent gives notice of its resignation, then the retiring Agent may, with the consent (provided that no Event of Default or Default has occurred or is continuing) of the Borrower (such consent not to be unreasonably withheld or delayed), appoint a successor Agent which shall be a bank institution with an office in New York, New York, or an Affiliate of any such bank, in each case, with consolidated combined capital and surplus of at least $5,000,000,000). Upon the acceptance of its appointment as Agent hereunder by a successor, whereupon such successor agent shall succeed to and become vested with all the rights, powers, privileges powers and duties of the retiring resigning Agent, and the retiring reference to such Agent shall mean such successor agent effective upon such appointment and approval, and the former Agent’s rights, powers and duties as Agent shall be discharged from its duties and obligations hereunderterminated, without any other or further act or deed on the part of such former Agent or any of the parties to this Agreement or any holders of the Loans. The fees payable If no successor agent has accepted appointment as Agent by the Borrower to date that is 30 days following a successor Agent shall be retiring Agent’s notice of resignation or the same as those payable to its predecessor unless otherwise agreed between the Borrower and removal of such successor. After Agent, the retiring Agent’s resignation hereunderor removal shall nevertheless thereupon become effective, and the Lenders shall assume and perform all of the duties of the Agent hereunder until such time, if any, as the Required Lenders appoint a successor agent as provided for above. After any retiring Agent’s resignation as Agent or any removed Agent’s removal as Agent, the provisions of this Article and Section 10.04 8.09 shall continue in effect for the inure to its benefit of such retiring Agent, its sub-agents and their respective Related Parties in respect of as to any actions taken or omitted to be taken by any of them it while it was acting as an AgentAgent under this Agreement and the other Loan Documents.

Successor Agents. Subject The Facility Agent and the Security Trustee may resign at any time by giving written notice thereof to the appointment and acceptance of a successor agent as provided in this paragraph, (i) each Agent may be removed by the Borrower or the Required Lenders if such Agent or a controlling affiliate of such Agent is a Defaulting Lender and (ii) any Agent may resign upon ten (10) days’ notice to the Lenders, the Issuing Lenders and the BorrowerBorrowers. Upon any such removal or resignation by any Agentresignation, the Required Lenders shall appointappoint a successor Facility Agent or Security Trustee, with as applicable, subject to the consent (provided that no Event of Default or Default has occurred and is continuing) of the Borrower (Borrower, such consent not to be unreasonably withheld withheld. The Borrower hereby consents to the appointment of any successor Facility Agent or delayed if such successor Security Trustee, as applicable, that is a commercial bank with consolidated combined capital and surplus of at least $5,000,000,000), to appoint Creditor or a successorfirst class bank. If no successor Facility Agent or Security Trustee shall have been so appointed by the Required Lenders Lenders, and shall have accepted such appointment appointment, within thirty (30) days after the retiring Facility Agent or Security Trustee gives notice of its resignation, then the retiring Facility Agent or Security Trustee may, with the consent (provided that no Event of Default or Default has occurred or is continuing) on behalf of the Borrower (such consent not to be unreasonably withheld or delayed)Lenders, appoint a successor Facility Agent or Security Trustee, as applicable, which shall be a bank institution with an office in New York, New York, or an Affiliate trust company of any such bank, in each case, with consolidated recognized standing having a combined capital and surplus of at least $5,000,000,000)500,000,000. Upon the acceptance of its appointment as Facility Agent or Security Trustee hereunder by a successorsuccessor respective Agent, such successor Facility Agent or Security Trustee shall thereupon succeed to and become vested with all the rights, powers, privileges rights and duties of the respective retiring Agent, Agent and the respective retiring Agent shall be discharged from its duties and obligations hereunder. The fees payable by the Borrower to a successor Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Borrower and such successor. After the retiring an Agent’s resignation hereunder, the provisions of this Article and Section 10.04 shall continue in effect for the inure to its benefit of such retiring Agent, its sub-agents and their respective Related Parties in respect of as to any actions taken or omitted to be taken by any of them it while it was acting Facility Agent or Security Trustee, as an Agentapplicable.

Successor Agents. Subject to the appointment and acceptance of a successor agent as to the extent provided in this paragraph, (i) each Agent may be removed by the Borrower or the Required Lenders if such Agent or a controlling affiliate of such Agent is a Defaulting Lender and (ii) any Agent may resign upon ten (10) days’ notice to the Lenders, the Issuing Lenders and the Borrower. Upon any such removal or resignation by any Agent, the Required Lenders shall appoint, with the consent (provided that no Event of Default or Default has occurred and is continuing) of the Borrower (such consent not to be unreasonably withheld or delayed if such successor is a commercial bank with consolidated combined capital and surplus of at least $5,000,000,000), to appoint a successor. If no successor shall have been so appointed by the Required Lenders and shall have accepted such appointment within thirty (30) days after the retiring Agent gives notice of its resignation, then the retiring Agent may, with the consent (provided that no Event of Default or Default has occurred or is continuing) of the Borrower (such consent not to be unreasonably withheld or delayed), appoint a successor Agent which shall be a bank institution with an office in New York, New York, or an Affiliate of any such bank, in each case, with consolidated combined capital and surplus of at least $5,000,000,000). Upon the acceptance of its appointment as Agent hereunder by a successor, such successor shall 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. The fees payable by the Borrower to a successor Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Borrower and such successor. After the retiring Agent’s resignation hereunder, the provisions of this Article and Section 10.04 shall continue in effect for the benefit of such retiring Agent, its sub-agents and their respective Related Parties in respect of any actions taken or omitted to be taken by any of them while it was acting as an Agent.

Successor Agents. Subject to the appointment and acceptance of a successor agent as provided in this paragraph, (i) each Agent may be removed by the Borrower or the Required Lenders if such Agent or a controlling affiliate of such Agent is a Defaulting Lender and (ii) any An Agent may resign as Agent upon ten (10) 10 days’ notice to the Lenders, the Issuing Lenders and the Borrower. Upon any such removal or resignation by any AgentIf an Agent shall resign as an Agent under this Agreement and the other Loan Documents, then the Required Lenders shall appointappoint from among the Lenders a successor agent for the Lenders, with the consent which successor agent shall (provided that no unless an Event of Default under Section 7.01(b), (c), (h) or Default has (i) shall have occurred and is be continuing) of be subject to approval by the Borrower (such consent which approval shall not to be unreasonably withheld or delayed if such successor is a commercial bank with consolidated combined capital and surplus of at least $5,000,000,000), to appoint a successor. If no successor shall have been so appointed by the Required Lenders and shall have accepted such appointment within thirty (30) days after the retiring Agent gives notice of its resignation, then the retiring Agent may, with the consent (provided that no Event of Default or Default has occurred or is continuing) of the Borrower (such consent not to be unreasonably withheld or delayed), appoint a successor Agent which shall be a bank institution with an office in New York, New York, or an Affiliate of any such bank, in each case, with consolidated combined capital and surplus of at least $5,000,000,000). Upon the acceptance of its appointment as Agent hereunder by a successor, whereupon such successor agent shall succeed to and become vested with all the rights, powers, privileges powers and duties of the retiring resigning Agent, and the retiring reference to such Agent shall mean such successor agent effective upon such appointment and approval, and the former Agent’s rights, powers and duties as Agent shall be discharged from its duties and obligations hereunderterminated, without any other or further act or deed on the part of such former Agent or any of the parties to this Agreement or any holders of the Loans. The fees payable If no successor agent has accepted appointment as Agent by the Borrower to date that is 10 days following a successor Agent shall be retiring Agent’s notice of resignation or the same as those payable to its predecessor unless otherwise agreed between the Borrower and removal of such successor. After Agent, the retiring Agent’s resignation hereunderor removal shall nevertheless thereupon become effective, and the Lenders shall assume and perform all of the duties of the Agent hereunder until such time, if any, as the Required Lenders appoint a successor agent as provided for above. After any retiring Agent’s resignation as Agent or any removed Agent’s removal as Agent, the provisions of this Article and Section 10.04 8.09 shall continue in effect for the inure to its benefit of such retiring Agent, its sub-agents and their respective Related Parties in respect of as to any actions taken or omitted to be taken by any of them it while it was acting as an AgentAgent under this Agreement and the other Loan Documents.

Successor Agents. Subject to the appointment and acceptance of a successor agent as provided in this paragraph, (i) each Agent may be removed by the Borrower or the Required Lenders if such Agent or a controlling affiliate of such Agent is a Defaulting Lender and (ii) any Agent may resign upon ten thirty (1030) days’ notice to the Lenders, the Issuing Lenders and Borrowers. If Agent shall resign in its capacity under this Agreement and the Borrower. Upon any such removal or resignation by any Agentother Loan Documents, then the Required Lenders shall appoint, (with the prior written consent of the Borrower (provided that no not to be unreasonably withheld, conditioned or delayed) unless an Event of Default or Default has occurred and is continuing) appoint a successor agent, whereupon such successor agent shall succeed to the rights, powers and duties of Agent in its capacity, and the term “Agent” shall mean such successor agent effective upon such appointment and approval, and the former Agent’s rights, powers and duties as Agent in its capacity shall be terminated, without any other or further act or deed on the part of such former Agent or any of the parties to this Agreement or any Lender. If no applicable successor agent has accepted appointment as such Agent in its capacity by the date that is twenty (20) days following such retiring Agent’s notice of resignation, such retiring Agent’s resignation shall nevertheless thereupon become effective and the Lenders shall assume and perform all of the duties of such Agent hereunder until such time, if any, as the Required Lenders (with the prior written consent of the Borrower (such consent not to be unreasonably withheld withheld, conditioned or delayed if such successor is a commercial bank with consolidated combined capital and surplus of at least $5,000,000,000), to appoint a successor. If no successor shall have been so appointed by the Required Lenders and shall have accepted such appointment within thirty (30delayed) days after the retiring Agent gives notice of its resignation, then the retiring Agent may, with the consent (provided that no unless an Event of Default or Default has occurred or and is continuing) of the Borrower (such consent not to be unreasonably withheld or delayed), appoint a successor Agent which shall be a bank institution with an office in New York, New York, or an Affiliate of any such bank, in each case, with consolidated combined capital and surplus of at least $5,000,000,000). Upon the acceptance of its appointment agent as Agent hereunder by a successor, such successor shall 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. The fees payable by the Borrower to a successor Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Borrower and such successorprovided for above. After the any retiring Agent’s resignation hereunderas Agent, the provisions of this Article and Section 10.04 10 shall continue in effect for the inure to its benefit of such retiring Agent, its sub-agents and their respective Related Parties in respect of as to any actions taken or omitted to be taken by any of them it while it was acting as an AgentAgent under this Agreement and the other Loan Documents.

Successor Agents. Subject to the appointment and acceptance of a successor agent as provided in this paragraphset forth herein, (i) each Administrative Agent or the Collateral Agent may be removed by the U.S. Parent Borrower or the Required Lenders if such Agent Agent, or a controlling affiliate of such Agent is a Defaulting Lender and (ii) any each Administrative Agent and the Collateral Agent may resign as an Administrative Agent or Collateral Agent, respectively, in each case upon ten (10) days’ ’’ notice to the Lendersother Agents, the Issuing Lenders and the U.S. Parent Borrower, as applicable. Upon any such removal If the Administrative Agent or resignation the Collateral Agent shall be removed by any Agentthe U.S. Parent Borrower or the Required Lenders pursuant to clause (i) above or if an Agent shall resign as Agent under this Agreement and the other Loan Documents, then the Required Lenders shall appointappoint from among the Lenders a successor agent for the Lenders, which such successor agent shall be subject to approval by the U.S. Parent Borrower; provided that such approval by the U.S. Parent Borrower in connection with the consent (provided that appointment of any successor Administrative Agent shall only be required so long as no Event of Default under Section 10.1 or Default 10.5 has occurred and is continuing) ; provided, further, that the U.S. Parent Borrower shall not unreasonably withhold its approval of the Borrower (such consent not to be unreasonably withheld or delayed any successor Agent if such successor is a commercial bank with a consolidated combined capital and surplus of at least $5,000,000,000), to appoint a successor. If no successor shall have been so appointed by the Required Lenders and shall have accepted such appointment within thirty (30) days after the retiring Agent gives notice of its resignation, then the retiring Agent may, with the consent (provided that no Event of Default or Default has occurred or is continuing) of the Borrower (such consent not to be unreasonably withheld or delayed), appoint a successor Agent which shall be a bank institution with an office in New York, New York, or an Affiliate of any such bank, in each case, with consolidated combined capital and surplus of at least $5,000,000,000). Upon the acceptance successful appointment of its appointment as Agent hereunder by a successorsuccessor agent, such successor agent shall succeed to and become vested with all the rights, powers, privileges powers and duties of the retiring Agentapplicable Agent (including the rights, powers and duties of the Collateral Agent under the Parallel Debt), and the retiring term “U.S. Administrative Agent,” “Canadian Administrative Agent,” or “Collateral Agent,” as applicable, shall mean such successor Agent effective upon such appointment and approval, and the former Agent’sAgent’s rights, powers and duties as such Agent shall be discharged from terminated, without any other or further act or deed on the part of such former Agent or any of the parties to this Agreement or any holders of the Loans. In connection with the appointment of a successor agent, the retiring Collateral Agent will reasonably cooperate in assigning its duties rights under the Parallel Debts to any such successor collateral agent and obligations hereunderwill reasonably cooperate in transferring all rights under any Dutch Security Document to such successor collateral agent (it being understood that any indemnities and other protections provided to the Collateral Agent under the Dutch Security Documents will continue to inure to the benefit of the retiring Collateral Agent as to any actions taken or omitted to be taken by it while it was Collateral Agent). After any retiring Agent’sAgent’s resignation or removal as Agent, the provisions of this Section 11 (including this Section 11.9) 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. The fees payable by the Borrower Borrowers to a successor Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Borrower Borrowers and such successor. After the retiring Agent’s resignation hereunder, the provisions of this Article and Section 10.04 shall continue in effect for the benefit of such retiring Agent, its sub-agents and their respective Related Parties in respect of any actions taken or omitted to be taken by any of them while it was acting as an Agent.

Successor Agents. Subject to The Administrative Agent may, and at the appointment and acceptance ---------------- request of a successor agent as provided in this paragraphthe Requisite Lenders shall, (i) each Agent may be removed by the Borrower or the Required Lenders if such Agent or a controlling affiliate of such Agent is a Defaulting Lender and (ii) any Agent may resign upon ten (10) 30 days’ ' notice to the Lenders. If the Administrative Agent so resigns, the Issuing Lenders and the Borrower. Upon any such removal or resignation by any Agent, the Required Requisite Lenders shall appoint, with appoint from among the consent (provided that no Event of Default or Default has occurred and is continuing) of Lenders a successor Administrative Agent for the Borrower (such consent not to be unreasonably withheld or delayed if such successor is a commercial bank with consolidated combined capital and surplus of at least $5,000,000,000), to appoint a successorLenders. If no successor shall have been so is appointed by prior to the Required effective date of the resignation, the Administrative Agent may appoint, after consulting with the Lenders and shall have accepted such appointment within thirty (30) days after the retiring Agent gives notice of its resignationXxxxxxxx, then the retiring Agent may, with the consent (provided that no Event of Default or Default has occurred or is continuing) of the Borrower (such consent not to be unreasonably withheld or delayed), appoint a successor Administrative Agent which shall be a bank institution with an office in New York, New York, or an Affiliate of any such bank, in each case, with consolidated combined capital and surplus of at least $5,000,000,000)from among the Lenders. Upon the acceptance of its appointment as Agent hereunder by a successorsuccessor agent xxxxxxxxx, such successor agent shall succeed to and become vested with all the rights, powers, privileges powers and duties of the retiring agent and the term "Administrative Agent, " shall mean such successor agent and the retiring agent's appointment, powers and duties as Administrative Agent shall be discharged from its duties and obligations hereunder. The fees payable by the Borrower to a successor Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Borrower and such successorterminated. After the any retiring Agent’s agent's resignation hereunderunder this Section, the provisions of this Article 10 and Section 10.04 Sections 11.3, 11.12 and 11.22 shall continue in effect for the inure to its benefit of such retiring Agent, its sub-agents and their respective Related Parties in respect of as to any actions taken or omitted to be taken by any of them it while it was acting Administrative Agent under this Agreement. If no successor agent has accepted appointment as an AgentAdministrative Agent by the date which is 30 days following a retiring agent's notice of resignation, the retiring agent's resignation shall nevertheless thereupon become effective and the Lenders shall perform all of the duties of the retiring agent hereunder until such time, if any, as the Requisite Lenders appoint a successor agent as provided for above.

Successor Agents. Subject to The Administrative Agent and the appointment and acceptance of a successor agent as provided in this paragraph, (i) each Agent may be removed by the Borrower or the Required Lenders if such Agent or a controlling affiliate of such Agent is a Defaulting Lender and (ii) any Collateral Agent may resign as the Administrative Agent and Collateral Agent, as applicable, upon ten thirty (1030) days’ notice to the Lenders, the Issuing Lenders and the Parent Borrower. Upon any such removal If the Administrative Agent or resignation by any Agentthe Collateral Agent resigns under this Agreement, the Required Lenders Xxxxxxx shall appoint, with the consent (provided that no Event of Default or Default has occurred and is continuing) of the Borrower (such consent not to be unreasonably withheld or delayed if such successor is a commercial bank with consolidated combined capital and surplus of at least $5,000,000,000), to appoint a successor. If no successor shall have been so appointed by the Required Lenders and shall have accepted such appointment within thirty (30) days after the retiring Agent gives notice of its resignation, then the retiring Agent may, with the consent (provided that no Event of Default or Default has occurred or is continuing) of the Borrower (such consent not to be unreasonably withheld or delayed), appoint a successor Agent which shall be a bank institution with an office in New York, New Yorkthe United States, or an Affiliate of any such bankbank with an office in the United States, in each casewhich appointment of a successor agent shall require the consent of Parent Borrower at all times other than during the existence of an Event of Default under Section 8.01(f) or (g) (which consent of Parent Borrower shall not be unreasonably withheld or delayed). If no successor agent is appointed prior to the effective date of the resignation of the Administrative Agent or the Collateral Agent, as applicable, the Administrative Agent or the Collateral Agent, as applicable, may appoint, after consulting with consolidated combined capital the Lenders and surplus of at least $5,000,000,000)Parent Borrower, a successor agent meeting the qualifications set forth above, which successor may not be a Defaulting Lender or Disqualified Xxxxxx. Upon the acceptance of its appointment as Agent hereunder by a successorsuccessor agent xxxxxxxxx, the Person acting as such successor agent shall succeed to and become vested with all the rights, powers, privileges powers and duties of the retiring Administrative Agent or the Collateral Agent, as applicable, and the retiring Agent term “Administrative Agent” or “Collateral Agent,” as applicable, shall be discharged from its duties and obligations hereunder. The fees payable by mean such successor administrative agent and/or supplemental administrative agent, as the Borrower to a successor Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Borrower and such successor. After the retiring Agent’s resignation hereunder, the provisions of this Article and Section 10.04 shall continue in effect for the benefit of such retiring Agent, its sub-agents and their respective Related Parties in respect of any actions taken or omitted to be taken by any of them while it was acting as an Agent.case may 201 #96352060v15 #96352060v15

Successor Agents. Subject to the appointment and acceptance of a successor agent as provided in this paragraph, (i) each Agent may be removed by the Borrower or the Required Lenders if such Agent or a controlling affiliate of such Agent is a Defaulting Lender and (ii) any Agent may resign upon ten (10) days’ notice to the Lenders, the Issuing Lenders and the Borrower. Upon any such removal or resignation by any Agent, the Required Lenders shall appoint, with the consent (provided that no Event of Default or Default has occurred and is continuing) of the Borrower (such consent not to be unreasonably withheld or delayed if such successor is a commercial bank with consolidated combined capital and surplus of at least $5,000,000,000), to appoint a successor. If no successor shall have been so appointed by the Required Lenders Xxxxxxx and shall have accepted such appointment within thirty (30) days after the retiring Agent gives notice of its resignation, then the retiring Agent may, with the consent (provided that no Event of Default or Default has occurred or is continuing) of the Borrower (such consent not to be unreasonably withheld or delayed), appoint a successor Agent which shall be a bank institution with an office in New York, New York, or an Affiliate of any such bank, in each case, with consolidated combined capital and surplus of at least $5,000,000,000). Upon the acceptance of its appointment as Agent hereunder by a successor, such successor shall 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. The fees payable by the Borrower to a successor Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Borrower and such successor. After the retiring Agent’s resignation hereunder, the provisions of this Article and Section 10.04 shall continue in effect for the benefit of such retiring Agent, its sub-agents and their respective Related Parties in respect of any actions taken or omitted to be taken by any of them while it was acting as an Agent.

Successor Agents. Subject The Agent may (i) resign at any time by giving written notice to the Lender Parties and the Borrowers, or (ii) be removed at any time with or without cause by the Majority Lenders or, after all of the Accommodations Outstanding have been repaid in full and final satisfaction and all Commitments hereunder have been cancelled, the Hedge Lenders, such resignation or removal to be effective upon the appointment and acceptance of a successor agent as provided Agent. Upon notice of any resignation or removal, the Majority Lenders or, after the Accommodations Outstanding have been repaid in this paragraphfull and final satisfaction and all Commitments hereunder have been cancelled, (i) each Agent may be removed by the Borrower or the Required Lenders if such Agent or a controlling affiliate of such Agent is a Defaulting Lender and (ii) any Agent may resign upon ten (10) days’ notice to the Hedge Lenders, have the Issuing Lenders and the Borrower. Upon right to appoint a successor Agent who (at any such removal or resignation by any Agent, the Required Lenders shall appoint, with the consent (provided time that no Default or Event of Default or Default has occurred and is continuing) of shall be acceptable to the Borrower (such consent not to be unreasonably withheld or delayed if such successor is a commercial bank with consolidated combined capital and surplus of at least $5,000,000,000)Borrowers, to appoint a successoracting reasonably. If no successor shall have been so Agent is appointed by or has accepted the Required Lenders and shall have accepted such appointment within thirty (30) days after the retiring Agent gives Agent’s notice of its resignationresignation or removal, as the case may be, then the retiring Agent may, with the consent (provided that no Event of Default or Default has occurred or is continuing) on behalf of the Borrower (such consent not to be unreasonably withheld Lender Parties or delayed)the Hedge Lenders, as applicable, appoint a successor Agent Agent, which shall be is a bank institution with an office Lender or, after the Accommodations Outstanding have been repaid in New Yorkfull and final satisfaction and all Commitments have been cancelled, New York, or an Affiliate of any such bank, in each case, with consolidated combined capital and surplus of at least $5,000,000,000)a Hedge Lender. Upon the acceptance of its any such appointment as Agent hereunder by a successorsuccessor Agent, such the successor shall 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. The fees payable by the Borrower to a successor Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Borrower and such successorunder this Agreement. After the any retiring Agent’s resignation hereunderor removal, as the case may be, the provisions of this Article 10 and Section 10.04 11.06 shall continue in effect for the inure to its benefit of such retiring Agent, its sub-agents and their respective Related Parties in respect of as to any actions taken or omitted to be taken by any of them it while it was acting as an Agent.

Successor Agents. Subject Either Agent may resign at any time by giving 30 days' written notice thereof to the appointment Lenders and acceptance of a successor agent as provided in this paragraph, (i) each the Borrower. Either Agent may be removed by the Borrower or the Required Lenders if at any time by giving 10 days' prior written notice thereof to such Agent or a controlling affiliate of such Agent is a Defaulting Lender and (ii) any Agent may resign upon ten (10) days’ notice to the LendersAgent, the Issuing other Lenders and the Borrower. Upon any such removal resignation or resignation by any removal, the Borrower shall have the right to appoint a successor Agent; provided, that the Required Lenders or the remaining Agent shall appoint, with have the consent (provided that no Event of Default or Default has occurred and is continuing) of the Borrower (such consent not right to be unreasonably withheld or delayed if disapprove such successor is Agent. If no successor Agent shall have been so appointed and consented to, and shall have accepted such appointment, within 30 days after such notice of resignation or removal, then the remaining Agent shall succeed to the obligations of such Agent hereunder. Each successor Agent shall be a commercial bank with consolidated or trust company organized or licensed under the laws of the United States of America or any State thereof and having a combined capital and surplus of at least $5,000,000,000), to appoint a successor. If no successor shall have been so appointed by the Required Lenders and shall have accepted such appointment within thirty (30) days after the retiring Agent gives notice of its resignation, then the retiring Agent may, with the consent (provided that no Event of Default or Default has occurred or is continuing) of the Borrower (such consent not to be unreasonably withheld or delayed), appoint a successor Agent which shall be a bank institution with an office in New York, New York, or an Affiliate of any such bank, in each case, with consolidated combined capital and surplus of at least $5,000,000,000)1,000,000,000. Upon the acceptance by a successor Agent of its appointment as Agent hereunder by a successorhereunder, 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 such Agent shall be discharged from its duties under this Agreement and obligations hereunder. The fees payable by the Borrower to a successor Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Borrower and such successor. After the retiring Agent’s resignation hereunderother Loan Documents, but the provisions of this Article and Section 10.04 Agreement shall continue in effect for the inure to its benefit of such retiring Agent, its sub-agents and their respective Related Parties in respect of as to any actions taken or omitted to be taken by any of them it while it was acting Agent under this Agreement. If and so long as an Agentno 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 Agents. Subject to the appointment and acceptance of a successor agent as provided in this paragraph, (i) each Agent may be removed by the Borrower or the Required Lenders if such Agent or a controlling affiliate of such Agent is a Defaulting Lender and (ii) any Any Agent may resign as Administrative Agent, ---------------- Documentation Agent or Bid Agent, as the case may be, upon ten (10) 30 days’ ' notice to the LendersBanks, the Issuing Lenders Company and the Borrowereach Guarantor. Upon If any such removal or resignation by any AgentAgent shall resign under this Agreement, the Required Lenders Banks shall appointappoint from among the Banks a successor to such Agent, with which successor Agent shall be subject to the consent (provided that approval of the Company if no Event of Default or Default has occurred and is continuing) of the Borrower (, such consent not to be unreasonably withheld or delayed if such successor is a commercial bank with consolidated combined capital and surplus of at least $5,000,000,000), to appoint a successor. If no successor shall have been so appointed by the Required Lenders and shall have accepted such appointment within thirty (30) days after the retiring Agent gives notice of its resignation, then the retiring Agent may, with the consent (provided that no Event of Default or Default has occurred or is continuing) of the Borrower (such consent approval not to be unreasonably withheld or delayed). If no successor Agent is appointed prior to the effective dates of the resignation of the resigning Agent, appoint such Agent may appoint, after consulting with the Banks and subject to the approval of the Company if no Default has occurred and is continuing, such approval not to be unreasonably withheld or delayed, a successor Agent from among the Banks or any Bank Affiliate. If no successor Agent has accepted appointment as successor to the resigning Agent by the date which is 30 days following such resigning Agent's notice of resignation, such Agent's notice of resignation shall be a bank institution with an office in New Yorknevertheless thereupon become effective and the Banks shall perform all of the duties of such successor Agent, New York, or an Affiliate of any such bank, in each case, with consolidated combined capital and surplus of at least $5,000,000,000)as provided for above. Upon the acceptance effective date of its appointment as Agent hereunder by a successor, such successor shall succeed to and become vested with all the rights, powers, privileges powers and duties of the retiring Agent, resigning Agent and the retiring Agent term "Administrative Agent," Documentation Agent," or "Bid Agent," as the case may be, shall mean duties in such capacity shall be discharged from its duties and obligations hereunder. The fees payable by the Borrower to a successor Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Borrower and such successorterminated. After the retiring any Agent resigns hereunder as Agent’s resignation hereunder, the provisions of this Article Section 11 and Section 10.04 subsections 12.4 and 12.5 shall continue in effect for the inure and survive to its benefit of such retiring Agent, its sub-agents and their respective Related Parties in respect of as to any actions taken or omitted to be taken by any of them it while it was acting as an AgentAgent under this Agreement.

Successor Agents. Subject to the appointment and acceptance of appointment by a successor agent Agent as provided in this paragraphbelow, (i) each of the Administrative Agent may be removed by and the Borrower or the Required Lenders if such Agent or a controlling affiliate of such Agent is a Defaulting Lender and (ii) any Collateral Agent may resign upon ten (10) days’ at any time by giving written notice thereof to the Lenders, the Issuing Lenders and the BorrowerBorrowers. Upon any such removal or resignation by any Agentresignation, the Required Requisite Lenders shall appoint, with have the consent (provided that no Event of Default or Default has occurred and is continuing) of the Borrower (such consent not to be unreasonably withheld or delayed if such successor is a commercial bank with consolidated combined capital and surplus of at least $5,000,000,000), right to appoint a successorsuccessor Agent. If no successor Agent (i) shall have been so appointed by the Required Lenders Requisite Lenders, and (ii) shall have accepted such appointment appointment, within thirty (30) 30 days after the retiring Agent gives Agent's giving of notice of its resignation, then the retiring Agent may, with the consent (provided that no Event of Default or Default has occurred or is continuing) on behalf of the Borrower Lenders, appoint a successor Agent, selected from among the Lenders. In either case, such appointment shall be subject to the prior written approval of the Borrowers (such consent which approval may not to be unreasonably withheld or delayed), appoint a successor Agent which delayed and shall not be a bank institution with required upon the occurrence and during the continuance for more than 30 days of an office in New York, New York, or an Affiliate Event of any such bank, in each case, with consolidated combined capital and surplus of at least $5,000,000,000Default). Upon the acceptance of its any appointment as Agent hereunder by a successorsuccessor Agent, such successor Agent shall 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 hereunderfrom and after such date under this Agreement and the other Loan Documents. The fees payable by Prior to any retiring Agent's resignation hereunder as Agent, the Borrower retiring Agent shall take such action as may be reasonably necessary to a assign to the successor Agent shall be its rights as Agent under the same as those payable to its predecessor unless otherwise agreed between the Borrower and such successorLoan Documents. After such resignation, the retiring Agent’s resignation hereunder, Agent shall continue to have the provisions benefit of this Article and Section 10.04 shall continue in effect for the benefit of such retiring Agent, its sub-agents and their respective Related Parties in respect of X as to any actions taken or omitted to be taken by any of them it while it was acting as an AgentAgent under this Agreement and the other Loan Documents.

Successor Agents. Subject to the appointment and acceptance of a successor agent as provided in this paragraph, (i) each Agent may be removed by the Borrower or the Required Lenders if such Agent or a controlling affiliate of such Agent is a Defaulting Lender and (ii) any The Agent may resign upon ten (10) days’ at any time by giving written notice thereof to the Lenders, the Issuing Lenders Investors and the BorrowerGrantors. Upon any such removal or resignation resignation, the Majority Investors shall have the right to appoint a successor Agent. If no successor Agent shall have been so appointed by any the Majority Investors, 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 Investors, appoint a successor Agent, the Required Lenders which shall appoint, with the consent (provided that no Event of Default or Default has occurred and is continuing) of the Borrower (such consent not to be unreasonably withheld or delayed if such successor is a commercial bank with consolidated organized under the laws of the United States or of any State thereof and having a combined capital and surplus of at least $5,000,000,000), to appoint a successor. If no successor shall have been so appointed by the Required Lenders and shall have accepted such appointment within thirty (30) days after the retiring Agent gives notice of its resignation, then the retiring Agent may, with the consent (provided that no Event of Default or Default has occurred or is continuing) of the Borrower (such consent not to be unreasonably withheld or delayed), appoint a successor Agent which shall be a bank institution with an office in New York, New York, or an Affiliate of any such bank, in each case, with consolidated combined capital and surplus of at least $5,000,000,000)250,000,000. Upon the acceptance of its any appointment as the Agent hereunder by a successorsuccessor Agent 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 Majority Investors may request, in order to continue the perfection of the Liens granted or purported to be granted by this Agreement and the other Operative Documents, such successor Agent shall succeed to and become vested with all the rights, powers, discretion, privileges and duties of the retiring Agent, and the retiring Agent shall be discharged from its duties and obligations hereunderunder the Operative Documents. The fees payable by the Borrower to a successor Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Borrower and such successor. After If within 45 days after written notice is given of the retiring Agent’s resignation hereunderunder this Section 5(e) no successor Agent shall have been appointed and shall have accepted such appointment, then on such 45th day (a) the retiring Agent’s resignation shall become effective, (b) the retiring Agent shall thereupon be discharged from its duties and obligations under the Operative Documents and (c) the Majority Investors shall thereafter perform all duties of the retiring Agent under the Operative Documents until such time, if any, as the Majority Investors appoint a successor Agent as provided above. After any retiring Agent’s resignation hereunder as the Agent shall have become effective, the provisions of this Article and Section 10.04 5(e) shall continue in effect for the inure to its benefit of such retiring Agent, its sub-agents and their respective Related Parties in respect of as to any actions taken or omitted to be taken by any of them it while it was acting as an Agentthe Agent under this Agreement.

Successor Agents. Subject to the appointment and acceptance of a successor agent as provided in this paragraph, (i) each Agent may be removed by either of the Borrower Agents or the Required Lenders if such Agent or a controlling affiliate of such Agent is a Defaulting Lender and (ii) any Paying Agent may resign upon ten (10) days’ notice to at any time by notifying the Lenders, the Issuing Lenders Lender, the other Agent and the Borrower. Upon any such removal or resignation by an Agent (or by an Agent and the Paying Agent), the other Agent shall become the sole Agent hereunder. Upon any resignation by the remaining Agent, the Required Lenders shall appointhave the right, in consultation with the consent (provided that no Event of Default or Default has occurred and is continuing) of the Borrower (such consent not to be unreasonably withheld or delayed if such successor is a commercial bank with consolidated combined capital and surplus of at least $5,000,000,000)Borrower, to appoint a successor. If no successor shall have been so appointed by the Required Lenders and shall have accepted such appointment within thirty (30) 30 days after the retiring Agent gives notice of its resignation, then the retiring Agent may, in consultation with the consent (provided that no Event of Default or Default has occurred or is continuing) Borrower, on behalf of the Borrower (such consent not to be unreasonably withheld or delayed)Lenders and the Issuing Lender, appoint a successor Agent which shall be a bank institution with an office in New York, New York, or an Affiliate of any such bank, in each case, with consolidated combined capital and surplus of at least $5,000,000,000). Upon the acceptance of its appointment as Agent hereunder by a successor, such successor shall 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. The fees payable by the Borrower to a successor Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Borrower and such successor. After the retiring Agent’s resignation hereunder, the provisions of this Article and Section 10.04 shall continue in effect for the benefit of such retiring Agent, its sub-agents and their respective Related Parties in respect of any actions taken or omitted to be taken by any of them while it was acting as an Agent.

Successor Agents. Subject to the appointment and acceptance of a successor agent as to the extent provided in this paragraph, (i) each Agent may be removed by the Borrower or the Required Lenders if such Agent or a controlling affiliate of such Agent is a Defaulting Lender and (ii) any Agent may resign upon ten (10) days’ notice to the Lenders, the Issuing Lenders Xxxxxxx and the Borrower. Upon any such removal or resignation by any Agent, the Required Lenders shall appoint, with the consent (provided that no Event of Default or Default has occurred and is continuing) of the Borrower (such consent not to be unreasonably withheld or delayed if such successor is a commercial bank with consolidated combined capital and surplus of at least $5,000,000,000), to appoint a successor. If no successor shall have been so appointed by the Required Lenders and shall have accepted such appointment within thirty (30) days after the retiring Agent gives notice of its resignation, then the retiring Agent may, with the consent (provided that no Event of Default or Default has occurred or is continuing) of the Borrower (such consent not to be unreasonably withheld or delayed), appoint a successor Agent which shall be a bank institution with an office in New York, New York, or an Affiliate of any such bank, in each case, with consolidated combined capital and surplus of at least $5,000,000,000). Upon the acceptance of its appointment as Agent hereunder by a successor, such successor shall 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. The fees payable by the Borrower to a successor Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Borrower and such successor. After the retiring Agent’s resignation hereunder, the provisions of this Article and Section 10.04 shall continue in effect for the benefit of such retiring Agent, its sub-agents and their respective Related Parties in respect of any actions taken or omitted to be taken by any of them while it was acting as an Agent.

Successor Agents. Subject to the appointment and acceptance of a successor agent as provided in this paragraphset forth herein, (i) each Administrative Agent or the Collateral Agent may be removed by the U.S. Parent Borrower or the Required Lenders if the such Agent Agent, or a controlling affiliate of the such Agent is a Defaulting Lender and (ii) any each Administrative Agent and the Collateral Agent may resign as an Administrative Agent or Collateral Agent, respectively, in each case upon ten (10) days’ notice to the Lendersother Agents, the Issuing Lenders and the U.S. Parent Borrower, as applicable. Upon any such removal If the Administrative Agent or resignation the Collateral Agent shall be removed by any Agentthe U.S. Parent Borrower or the Required Lenders pursuant to clause (i) above or if an Agent shall resign as Agent under this Agreement and the other Loan Documents, then the Required Lenders shall appointappoint from among the Lenders a successor agent for the Lenders, which such successor agent shall be subject to approval by the U.S. Parent Borrower; provided that such approval by the U.S. Parent Borrower in connection with the consent (provided that appointment of any successor Administrative Agent shall only be required so long as no Event of Default under Section 10.1 or Default 10.5 has occurred and is continuing) ; provided, further, that the U.S. Parent Borrower shall not unreasonably withhold its approval of the Borrower (such consent not to be unreasonably withheld or delayed any successor Agent if such successor is a commercial bank with a consolidated combined capital and surplus of at least $5,000,000,000), to appoint a successor. If no successor shall have been so appointed by the Required Lenders and shall have accepted such appointment within thirty (30) days after the retiring Agent gives notice of its resignation, then the retiring Agent may, with the consent (provided that no Event of Default or Default has occurred or is continuing) of the Borrower (such consent not to be unreasonably withheld or delayed), appoint a successor Agent which shall be a bank institution with an office in New York, New York, or an Affiliate of any such bank, in each case, with consolidated combined capital and surplus of at least $5,000,000,000). Upon the acceptance successful appointment of its appointment as Agent hereunder by a successorsuccessor agent, such successor agent shall succeed to and become vested with all the rights, powers, privileges powers and duties of the retiring applicable Agent, and the retiring term “U.S. Administrative Agent,” “Canadian Administrative Agent,” or “Collateral Agent,” as applicable, shall mean such successor Agent effective upon such appointment and approval, and the former Agent’s rights, powers and duties as such Agent shall be discharged from terminated, without any other or further act or deed on the part of such former Agent or any of the parties to this Agreement or any holders of the Loans. After any retiring Agent’s resignation or removal as Agent, the provisions of this Section 11 (including this Section 11.9) shall inure to its duties benefit as to any actions taken or omitted to be taken by it while it was Agent under this Agreement and obligations hereunderthe other Loan Documents. The fees payable by the Borrower Borrowers to a successor Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Borrower Borrowers and such successor. After the retiring Agent’s resignation hereunder, the provisions of this Article and Section 10.04 shall continue in effect for the benefit of such retiring Agent, its sub-agents and their respective Related Parties in respect of any actions taken or omitted to be taken by any of them while it was acting as an Agent.

Successor Agents. Subject The Agent may resign at any ________________ time by giving written notice thereof to the appointment Lenders and acceptance of a successor agent as provided in this paragraph, (i) each Agent the Borrower and may be removed at any time with or without cause by the Borrower or the Required Lenders if such Agent or a controlling affiliate of such Agent is a Defaulting Lender and (ii) any Agent may resign upon ten (10) days’ notice to the Lenders, the Issuing Lenders and the Borrower. Upon any such removal resignation or resignation by any Agentremoval, the Required Lenders shall appointhave the right to appoint a successor Agent. If no successor Agent shall have been so appointed by the Required Lenders, with and shall have accepted such appoint- ment, within 30 days after the consent (provided that no Event retiring Agent's giving of Default notice of resignation or Default has occurred and is continuing) the Required Lenders' removal of the Borrower (such consent not to retiring Agent, then the retiring Agent may, on behalf of the Lenders, appoint a successor Agent, which shall be unreasonably withheld or delayed if such successor is a commercial bank with consolidated organized under the laws of the United States or of any State thereof and having a combined capital and surplus of at least $5,000,000,000), to appoint a successor. If no successor shall have been so appointed by the Required Lenders and shall have accepted such appointment within thirty (30) days after the retiring Agent gives notice of its resignation, then the retiring Agent may, with the consent (provided that no Event of Default or Default has occurred or is continuing) of the Borrower (such consent not to be unreasonably withheld or delayed), appoint a successor Agent which shall be a bank institution with an office in New York, New York, or an Affiliate of any such bank, in each case, with consolidated combined capital and surplus of at least $5,000,000,000)500,000,000. Upon the acceptance of its any appointment as Agent hereunder by a successorsuccessor Agent 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 Required Lenders may request, in order to continue the perfection of the Liens granted or purported to be granted by the Collateral Documents, such successor Agent shall succeed to and become vested with all the rights, powers, discretion, privileges and duties of the retiring Agent, and the retiring Agent shall be discharged from its duties and obligations hereunder. The fees payable by under the Borrower to a successor Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Borrower and such successorLoan Documents. After the any retiring Agent’s 's resignation hereunderor removal hereunder as Agent, the provisions of this Article and Section 10.04 VII shall continue in effect for the inure to its benefit of such retiring Agent, its sub-agents and their respective Related Parties in respect of as to any actions taken or omitted to be taken by any of them it while it was acting as an AgentAgent under this Agreement.

Successor Agents. Subject Each Agent may, and at the request of the Required Banks shall, resign as such Agent upon 30 days' notice to the appointment and acceptance of Banks. If any Agent resigns under this Agreement, the Required Banks shall appoint from among the Banks a successor agent as provided in this paragraph, (i) each Agent may be removed by for the Borrower or the Required Lenders if such Agent or a controlling affiliate of such Agent is a Defaulting Lender and (ii) any Agent may resign upon ten (10) days’ notice to the Lenders, the Issuing Lenders and the Borrower. Upon any such removal or resignation by any Agent, the Required Lenders shall appoint, with the consent (provided that no Event of Default or Default has occurred and is continuing) of the Borrower (such consent not to be unreasonably withheld or delayed if such successor is a commercial bank with consolidated combined capital and surplus of at least $5,000,000,000), to appoint a successorBanks. If no successor shall have been so agent is appointed by prior to the Required Lenders effective date of the resignation of such Agent, such Agent may appoint, on behalf of the Banks and shall have accepted such appointment within thirty (30) days after the retiring Agent gives notice of its resignation, then the retiring Agent may, consulting with the consent (provided that no Event of Default or Default has occurred or is continuing) of Banks and the Borrower (such consent not to be unreasonably withheld or delayed)Borrowers, appoint a successor Agent which shall be a bank institution with an office in New York, New York, or an Affiliate of any such bank, in each case, with consolidated combined capital and surplus of at least $5,000,000,000)agent from among the Banks. Upon the acceptance of its appointment as Agent hereunder by a successorsuccessor agent, such successor agent shall succeed to and become vested with all the rights, powers, privileges privileges, duties and duties obligations of the retiring Agent (and the term "Administrative and Collateral Agent" or "Syndication Agent," as applicable, shall mean such successor agent) and the retiring Agent's appointment, powers, privileges, duties and obligations as such Agent shall be discharged from its duties and obligations hereunder. The fees payable by the Borrower to a successor Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Borrower and such successorterminated. After the any retiring Agent’s 's resignation hereunderunder this Agreement as such Agent, the provisions of this Article Section 12, including Sections 12.6 and Section 10.04 12.7 shall continue in effect for the inure to its benefit of such retiring Agent, its sub-agents and their respective Related Parties in respect of as to any actions taken or omitted to be taken by any of them it while it was acting such Agent under this Agreement. If no successor agent has accepted appointment as an such Agent by the date which is 30 days following a retiring Agent's notice of resignation, the retiring Agent's resignation shall nevertheless thereupon become effective and the Banks shall perform all of the duties of such Agent until such time, if any, as the Required Banks appoint a successor agent as provided for above.

Successor Agents. Subject to the appointment and acceptance of a successor agent as provided in this paragraph, (i) each Agent may be removed by either of the Borrower Agents or the Required Lenders if such Agent or a controlling affiliate of such Agent is a Defaulting Lender and (ii) any Paying Agent may resign upon ten (10) days’ notice to at any time by notifying the Lenders, the Issuing Lenders Lender, the other Agent and the Borrower. Upon any such removal or resignation by an Agent (or by an Agent and the Paying Agent), the other Agent shall become the sole Agent hereunder. Upon any resignation by the remaining Agent, the Required Lenders shall appointhave the right to appoint a successor with, with the consent (provided that so long as no Event of Default or Default has occurred and is continuing) , the consent of the Borrower (such consent not to be unreasonably withheld or delayed if such successor is a commercial bank with consolidated combined capital and surplus of at least $5,000,000,000delayed), to appoint a successor. If no successor shall have been so appointed by the Required Lenders with (if applicable) the consent of the Borrower and shall have accepted such appointment within thirty (30) 30 days after the retiring Agent gives notice of its resignation, then the retiring Agent may, in consultation with the consent (provided that no Event of Default or Default has occurred or is continuing) Borrower, on behalf of the Borrower (such consent not to be unreasonably withheld or delayed)Lenders and the Issuing Lender, appoint a successor Agent which shall be a bank institution with an office in New York, New York, or an Affiliate of any such bank, in each case, with consolidated combined capital and surplus of at least $5,000,000,000). Upon the acceptance of its appointment as Agent hereunder by a successor, such successor shall 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. The fees payable by the Borrower to a successor Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Borrower and such successor. After the retiring Agent’s resignation hereunder, the provisions of this Article and Section 10.04 shall continue in effect for the benefit of such retiring Agent, its sub-agents and their respective Related Parties in respect of any actions taken or omitted to be taken by any of them while it was acting as an Agent.

Successor Agents. Subject to Any Agent may, and at the appointment and acceptance request of a successor agent as provided in this paragraph, (i) each Agent may be removed by the Borrower or the Required Lenders if such Banks shall, resign as an Agent or a controlling affiliate of such Agent is a Defaulting Lender and (ii) any Agent may resign upon ten (10) 30 days’ ' notice to the Lenders, the Issuing Lenders Borrowers and the BorrowerBanks. Upon any such removal resignation or resignation by any Agentremoval, provided no Default exists, the Required Lenders Borrowers shall appoint, with have the right to appoint another Bank as successor Agent subject to the consent (provided that no Event of Default or Default has occurred and is continuing) of the Borrower (Required Banks, which consent shall not be unreasonably withheld. If such consent is not to be unreasonably withheld obtained within 30 days, or delayed if such successor is a commercial bank with consolidated combined capital and surplus of at least $5,000,000,000), to appoint a successor. If no successor shall have been so appointed by the Required Lenders and shall have accepted such appointment within thirty (30) days after the retiring Agent gives notice of its resignationDefault exists, then the retiring Agent mayRequired Banks shall have the right to appoint, with the consent (provided that no Event of Default or Default has occurred or is continuing) on behalf of the Borrower (such consent not to be unreasonably withheld or delayed)Borrowers and the Banks, appoint a successor Agent which shall be a bank institution with an office in New York, New York, or an Affiliate of any such bank, in each case, with consolidated combined capital and surplus of at least $5,000,000,000)Agent. Upon the acceptance of its any appointment as an Agent hereunder by a successorsuccessor 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. The fees payable by the Borrower to a successor Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Borrower and such successor. After the any retiring Agent’s 's resignation hereunderhereunder as Agent, the provisions of this Article and Section 10.04 XIV shall continue in effect for the its benefit of such retiring Agent, its sub-agents and their respective Related Parties in respect of any actions taken or omitted to be taken by any of them it while it was acting as an Agent hereunder. If no successor Agent has accepted appointment as the applicable successor Agent by the date which is 30 days following a retiring Agent's notice of resignation, such retiring Agent's resignation shall nevertheless thereupon become effective and the Banks shall perform all of the duties of such Agent hereunder until such time, if any, as the Required Banks appoint a successor Agent as provided above.