Common use of Successor Agents Clause in Contracts

Successor Agents. Any Agent or the Administrative Agent (i) may resign as Agent or Administrative Agent, as the case may be or (ii) shall resign if such resignation is requested by the Required Banks (if the Agent or Administrative Agent is a Bank, such Agent's or Administrative Agent's Loans and Commitment shall be considered in determining whether the Required Banks have requested such resignation) or required by Section 4.4.2 [Replacement of a Lender], in either case of (i) or (ii) by giving not less than thirty (30) days' prior written notice to the Borrower. If any Agent or the Administrative Agent shall resign under this Agreement, then either (a) the Required Banks shall appoint from among the Banks a successor to such Agent or Administrative Agent, as the case may be, for the Banks, subject to the consent of the Borrower, such consent not to be unreasonably withheld (provided, that, no consent of the Borrower shall be required during any period when an Event of Default exists and is continuing), or (b) if a successor Agent or Administrative Agent shall not be so appointed and approved within the thirty (30) day period following an Agent's or the Administrative Agent's notice, as the case may be, to the Banks of its resignation, then the resigning Administrative Agent or resigning Agent, as the case may be, shall appoint, with the consent of the Borrower, such consent not to be unreasonably withheld (provided, that, no consent of the Borrower shall be required during any period when an Event of Default exists and is continuing), a successor who shall be a Bank shall serve as Administrative Agent or Agent, as the case may be, until such time as the Required Banks appoint and the Borrower consents to the appointment of a successor to such resigning Administrative Agent or Agent. Upon its appointment pursuant to either clause (a) or (b) above, such successor Administrative Agent or Agent shall succeed to the rights, powers and duties of the resigning Administrative Agent or Agent, as the case may be, and the terms "Agent" and "

Successor Agents. Any Agent or the The Administrative Agent (i) may resign as Agent or Administrative Agentresign, as the case may be or (ii) shall resign if such resignation is requested by the Required Banks (if the Agent or Administrative Agent is a Bank, such Agent's or Administrative Agent's Loans and Commitment shall be considered in determining whether the Required Banks have requested such resignation) or required by Section 4.4.2 [Replacement of a Lender], in either case of (i) or (ii) by giving not less than thirty (30) days' upon 30 days prior written notice to the Lenders, each L/C Issuer and the Borrower. If Upon receipt of any Agent or the Administrative Agent shall resign under this Agreementsuch notice of resignation, then either (a) the Required Banks Lenders shall have the right, in consultation with the Borrower, to appoint from among a successor, which shall be a bank with an office in the Banks United States, or an Affiliate of any such bank with an office in the United States, which appointment of a successor to such Agent or Administrative Agent, as the case may be, for the Banks, subject to agent shall require the consent of the Borrower, such consent not to be unreasonably withheld Borrower (provided, that, no consent except during the existence of the Borrower shall be required during any period when an Event of Default exists and is continuingunder Section 8.01(f) or (g)), or (b) if a successor Agent or Administrative Agent which consent shall not be unreasonably withheld or delayed. If no such successor shall have been so appointed by the Required Lenders and approved shall have accepted such appointment within 30 days after the thirty (30) day period following an Agent's or the retiring Administrative Agent's notice, as the case may be, to the Banks Agent gives notice of its resignation, then the resigning retiring Administrative Agent may on behalf of the Lenders and the L/C Issuers (without the consent of any of the Lenders or resigning Agent, as the case may be, shall appoint, L/C Issuers but with the consent of the Borrower, such consent not to be unreasonably withheld Borrower (provided, that, no consent except during the existence of the Borrower shall be required during any period when an Event of Default exists and is continuingunder Section 8.01(f) or (g)), which consent shall not be unreasonably withheld or delayed), appoint a successor who Administrative Agent meeting the qualifications set forth above; provided that if the Administrative Agent shall notify the Borrower and the Lenders that no qualifying Person has accepted such appointment, then such resignation shall nonetheless become effective in accordance with such notice and (i) the retiring Administrative Agent shall be a Bank shall serve as discharged from its duties and obligations hereunder and under the other Loan Documents (except that in the case of any collateral security held by the Administrative Agent on behalf of the Lenders or Agentany L/C Issuer under any of the Loan Documents, the retiring Administrative Agent shall continue to hold such collateral security until such time as a successor Administrative Agent is appointed); (ii) all payments, communications and determinations provided to be made by, to or through the case may beAdministrative Agent shall instead be made by or to each Lender and the L/C Issuer directly, until such time as the Required Banks Lenders appoint a successor Administrative Agent as provided for above in this Section and (iii) the Borrower and the Borrower consents Lenders agree that in no event shall the retiring Administrative Agent and Collateral Agent or any of their respective Affiliates or any of their respective officers, directors, employees, agents, advisors, partners, trustees or representatives have any liability to the appointment Loan Parties, any Lender or any other Person or entity for damages of any kind, including, without limitation, direct or indirect, special, incidental or consequential damages, losses or expenses (whether in tort, contract or otherwise) arising out of the failure of a successor to such resigning Administrative Agent or Agent. Upon its appointment pursuant to either clause (a) or (b) above, such successor Administrative Agent or Collateral Agent to be appointed and to accept such appointment. Upon the acceptance of a successor’s appointment as Administrative Agent hereunder, such successor shall succeed to and become vested with all of the rights, powers powers, privileges and duties of the resigning retiring (or retired) Administrative Agent or Agent, as the case may be, and the terms "retiring Administrative Agent shall be discharged from all of its duties and obligations hereunder or under the other Loan Documents (if not already discharged therefrom as provided above in this Section 9.09). The fees payable by the Borrower to a successor Administrative Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Borrower and such successor. After the retiring Administrative Agent" ’s resignation hereunder and "under the other Loan Documents, the provisions of this Article IX and Sections 10.04 and 10.05 shall continue in effect for the benefit of such retiring Administrative 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 the retiring Administrative Agent was acting as Administrative Agent.

Successor Agents. Any Agent or the (a) The Administrative Agent (i) may resign as Agent at any time give notice of its resignation to the Lenders, the L/C Issuer and the Borrower. Upon receipt of any such notice of resignation, the Required Lenders shall have the right, to appoint a successor, which shall be a bank with an office in the United States, or Administrative Agentan Affiliate of any such bank with an office in the United States, as the case may which successor agent shall be or (ii) shall resign if such resignation is requested consented to by the Required Banks (if Borrower at all times other than during the Agent or Administrative Agent is a Bank, such Agent's or Administrative Agent's Loans and Commitment shall be considered in determining whether the Required Banks have requested such resignation) or required by existence of an Event of Default under Section 4.4.2 [Replacement of a Lender], in either case of (i8.01(f) or (iig) by giving not less than thirty (30) days' prior written notice with respect to the Borrower. If any Agent or the Administrative Agent shall resign under this Agreement, then either ) (a) the Required Banks shall appoint from among the Banks a successor to such Agent or Administrative Agent, as the case may be, for the Banks, subject to the consent of the Borrower, such consent not to be unreasonably withheld (provided, that, no which consent of the Borrower shall not be required unreasonably withheld or delayed). If no such successor shall have been so appointed by the Required Lenders and shall have accepted such appointment within 30 days after the retiring Administrative Agent gives notice of its resignation (or such earlier day as shall be agreed by the Required Lenders) (the “Resignation Effective Date”), then the retiring Administrative Agent may (but shall not be obligated to) on behalf of the Lenders and the L/C Issuer, appoint a successor Administrative Agent, which successor agent shall be consented to by the Borrower at all times other than during any period when the existence of an Event of Default exists under Section 8.01(f) and is continuing), or (bg) if a successor Agent or Administrative Agent shall not be so appointed and approved within the thirty (30) day period following an Agent's or the Administrative Agent's notice, as the case may be, to the Banks of its resignation, then the resigning Administrative Agent or resigning Agent, as the case may be, shall appoint, with the consent of the Borrower, such consent not to be unreasonably withheld (provided, that, no which consent of the Borrower shall not be required unreasonably withheld or delayed), meeting the qualifications set forth above; provided that in no event shall any such successor Administrative Agent be a Defaulting Lender. Whether or not a successor has been appointed, such resignation shall become effective in accordance with such notice on the Resignation Effective Date. (b) If the Person serving as Administrative Agent is a Defaulting Lender pursuant to clause (d) of the definition thereof, the Borrower and/or the Required Lenders may, to the extent permitted by applicable law, by notice in writing to the Borrower and such Person remove such Person as Administrative Agent and, appoint a successor, which successor agent shall be consented to by the Borrower at all times other than during any period when the existence of an Event of Default exists under Section 8.01(f) and (g) (which consent of the Borrower shall not be unreasonably withheld or delayed). If no such successor shall have been so appointed by the Required Lenders and shall have accepted such appointment within 30 days (or such earlier day as shall be agreed by the Required Lenders) (the “Removal Effective Date”), then such removal shall nonetheless become effective in accordance with such notice on the Removal Effective Date. If no successor agent is continuing)appointed by the Required Lenders pursuant to this Section 9.08(b) prior to the date that is ten (10) Business Days following the Removal Effective Date, the Borrower may appoint, after consulting with the Required Lenders, a successor who agent from among the Lenders (other than any Sponsor Affiliated Lender). (c) With effect from the Resignation Effective Date or the Removal Effective Date (as applicable) (1) the retiring or removed Administrative Agent shall be a Bank shall serve as discharged from its duties and obligations hereunder and under the other Loan Documents (except that in the case of any collateral security held by the Administrative Agent on behalf of the Lenders or Agentthe L/C Issuer under any of the Loan Documents, as the case may be, retiring or removed Administrative Agent shall continue to hold such collateral security until such time as the Required Banks appoint and the Borrower consents to the appointment of a successor to such resigning Administrative Agent or Agent. Upon its appointment pursuant to either clause (a) or (b) above, such successor Administrative Agent is appointed) and (2) except for any indemnity payments or other amounts then owed to the retiring or removed Administrative Agent, all payments, communications and determinations provided to be made by, to or through the Administrative Agent shall succeed instead be made by or to each Lender and the rightsL/C Issuer directly, powers and duties of the resigning Administrative Agent or Agentuntil such time, if any, as the case may be, and the terms "Agent" and "Required 174

Successor Agents. Any Agent or Each of the Administrative Agent and Collateral Agent may at any time give notice of its resignation to the Lenders, the L/C Issuer and the Borrowers. Upon receipt of any such notice of resignation, the Borrower Representative shall have the right, subject to the reasonable consent of the Required Lenders (so long as no Event of Default under Section 7.01(b), (c), (h) or (i) may resign as Agent shall have occurred and be continuing, in which case the Required Lenders shall have the right), to appoint a successor, which shall be a bank with an office in the United States, or Administrative Agentan Affiliate of any such bank with an office in the United States. If no such successor shall have been so appointed by the Borrower Representative (or the Required Lenders, as applicable) and shall have accepted such appointment within 30 days after the retiring Agent gives notice of its resignation, then the retiring Agent may on behalf of the Lenders and the L/C Issuer, appoint a successor Agent meeting the qualifications set forth above; provided that if the retiring Agent shall notify the Borrowers and the Lenders that no qualifying person has accepted such appointment, then such resignation shall nonetheless become effective in accordance with such notice and (1) the retiring Agent shall be discharged from its duties and obligations hereunder and under the other Loan Documents (except in the case may of the Collateral Agent holding collateral security on behalf of any Secured Parties, the retiring Collateral Agent shall continue to hold such collateral security as nominee until such time as a successor Collateral Agent is appointed) and (2) all payments, communications and determinations provided to be made by, to or through such Agent shall instead be made by or to each Lender and the L/C Issuer directly, until such time as the Borrower Representative (ii) shall resign if such resignation is requested by or the Required Banks (if Lenders, as applicable) appoints a successor Agent as provided for above in this Section. Upon the Agent or Administrative Agent is a Bank, such Agent's or Administrative Agent's Loans and Commitment shall be considered in determining whether the Required Banks have requested such resignation) or required by Section 4.4.2 [Replacement acceptance of a Lender], in either case of (i) or (ii) by giving not less than thirty (30) days' prior written notice to the Borrower. If any Agent or successor’s appointment as the Administrative Agent shall resign under this Agreement, then either (a) the Required Banks shall appoint from among the Banks a successor to such Agent or Administrative Collateral Agent, as the case may be, for the Banks, subject to the consent of the Borrower, such consent not to be unreasonably withheld (provided, that, no consent of the Borrower shall be required during any period when an Event of Default exists and is continuing), or (b) if a successor Agent or Administrative Agent shall not be so appointed and approved within the thirty (30) day period following an Agent's or the Administrative Agent's notice, as the case may be, to the Banks of its resignation, then the resigning Administrative Agent or resigning Agent, as the case may be, shall appoint, with the consent of the Borrower, such consent not to be unreasonably withheld (provided, that, no consent of the Borrower shall be required during any period when an Event of Default exists and is continuing), a successor who shall be a Bank shall serve as Administrative Agent or Agent, as the case may be, until such time as the Required Banks appoint and the Borrower consents to the appointment of a successor to such resigning Administrative Agent or Agent. Upon its appointment pursuant to either clause (a) or (b) abovehereunder, such successor Administrative Agent or Agent shall succeed to and become vested with all of the rights, powers powers, privileges and duties of the resigning Administrative Agent retiring (or retired) Agent, as the case may be, and the terms "retiring Agent shall be discharged from all of its duties and obligations hereunder or under the other Loan Documents (if not already discharged therefrom as provided above in this Section). The fees payable by the Borrowers (following the effectiveness of such appointment) to such Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Borrowers and such successor. After the retiring Agent" ’s resignation hereunder and "under the other Loan Documents, the provisions of this Article VIII and Section 9.05 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 the retiring Agent was acting as an Agent. Any resignation by Credit Suisse as Administrative Agent pursuant to this Section shall also constitute its resignation as L/C Issuer. Upon the acceptance of a successor’s appointment as Administrative Agent hereunder, (a) such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring L/C Issuer, (b) the retiring L/C Issuer shall be discharged from all of their respective duties and obligations hereunder or under the other Loan Documents, and (c) the successor L/C Issuer shall issue letters of credit in substitution for the Letters of Credit, if any, outstanding at the time of such succession or make other arrangements satisfactory to the retiring L/C Issuer to effectively assume the obligations of the retiring L/C Issuer with respect to such Letters of Credit.

Successor Agents. Any Agent or the The Administrative Agent (i) may resign as Agent or Administrative Agentresign, as the case may be or (ii) shall resign if such resignation is requested by the Required Banks (if the Agent or Administrative Agent is a Bank, such Agent's or Administrative Agent's Loans and Commitment shall be considered in determining whether the Required Banks have requested such resignation) or required by Section 4.4.2 [Replacement of a Lender], in either case of (i) or (ii) by giving not less than thirty (30) days' upon 30 days prior written notice to the Lenders, each L/C Issuer and the Borrower. If Upon receipt of any Agent or the Administrative Agent shall resign under this Agreementsuch notice of resignation, then either (a) the Required Banks Lenders shall have the right, in consultation with the Borrower, to appoint from among a successor, which shall be a bank with an office in the Banks United States, or an Affiliate of any such bank with an office in the United States, which appointment of a successor to such Agent or Administrative Agent, as the case may be, for the Banks, subject to agent shall require the consent of the Borrower, such consent not to be unreasonably withheld Borrower (provided, that, no consent except during the existence of the Borrower shall be required during any period when an Event of Default exists and is continuingunder Section 8.01(f) or (g)), or (b) if a successor Agent or Administrative Agent which consent shall not be unreasonably withheld or delayed. If no such successor shall have been so appointed by the Required Lenders and approved shall have accepted such appointment within 30 days after the thirty (30) day period following an Agent's or the retiring Administrative Agent's notice, as the case may be, to the Banks Agent gives notice of its resignation, then the resigning retiring Administrative Agent may on behalf of the Lenders and the L/C Issuers (without the consent of any of the Lenders or resigning Agent, as the case may be, shall appoint, L/C Issuers but with the consent of the Borrower, such consent not to be unreasonably withheld Borrower (provided, that, no consent except during the existence of the Borrower shall be required during any period when an Event of Default exists and is continuingunder Section 8.01(f) or (g)), which consent shall not be unreasonably withheld or delayed), appoint a successor who Administrative Agent meeting the qualifications set forth above; provided that in no event shall any such successor Administrative Agent be a Defaulting Lender; provided, further, that if the Administrative Agent shall notify the Borrower and the Lenders that no qualifying Person has accepted such appointment, then such resignation shall nonetheless become effective in accordance with such notice and (i) the retiring Administrative Agent shall be a Bank shall serve as discharged from its duties and obligations hereunder and under the other Loan Documents (except that in the case of any collateral security held by the Administrative Agent on behalf of the Lenders or Agentany L/C Issuer under any of the Loan Documents, the retiring Administrative Agent shall continue to hold such collateral security until such time as a successor Administrative Agent is appointed); (ii) all payments, communications and determinations provided to be made by, to or through the case may beAdministrative Agent shall instead be made by or to each Lender and the L/C Issuer directly, until such time as the Required Banks Lenders appoint a successor Administrative Agent as provided for above in this Section and (iii) the Borrower and the Borrower consents Lenders agree that in no event shall the retiring Administrative Agent and Collateral Agent or any of their respective Affiliates or any of their respective officers, directors, employees, agents advisors or representatives have any liability to the appointment Loan Parties, any Lender or any other Person or entity for damages of any kind, including, without limitation, direct or indirect, special, incidental or consequential damages, losses or expenses (whether in tort, contract or otherwise) arising out of the failure of a successor to such resigning Administrative Agent or Agent. Upon its appointment pursuant to either clause (a) or (b) above, such successor Administrative Agent or Collateral Agent to be appointed and to accept such appointment. Upon the acceptance of a successor’s appointment as Administrative Agent hereunder, such successor shall succeed to and become vested with all of the rights, powers powers, privileges and duties of the resigning retiring (or retired) Administrative Agent or Agent, as the case may be, and the terms "retiring Administrative Agent shall be discharged from all of its duties and obligations hereunder or under the other Loan Documents (if not already discharged therefrom as provided above in this Section 9.09). The fees payable by the Borrower to a successor Administrative Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Borrower and such successor. After the retiring Administrative Agent" ’s resignation hereunder and "under the other Loan Documents, the provisions of this Article IX and Sections 10.04 and 10.05 shall continue in effect for the benefit of such retiring Administrative 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 the retiring Administrative Agent was acting as Administrative Agent.

Successor Agents. Any Agent or the The Administrative Agent (i) may resign as Agent or Administrative Agent, as the case may be or (ii) shall resign if such resignation is requested by the Required Banks (if the Agent or Administrative Agent is a Bank, such Agent's or Administrative Agent's Loans and Commitment shall be considered in determining whether the Required Banks have requested such resignation) or required by Section 4.4.2 [Replacement of a Lender], in either case of (i) or (ii) by giving not less than thirty (30) upon 30 days' prior written ’ notice to the Lenders, the Issuing Lenders and the Borrower. If Upon receipt of any Agent or the Administrative Agent shall resign under this Agreementsuch notice of resignation, then either (a) the Required Banks Lenders shall appoint from among the Banks Lenders a successor to such Agent or Administrative Agent, as the case agent (which may be, for the Banks, subject to the consent be an Affiliate of the Borrower, such consent not to be unreasonably withheld (provided, that, no consent of the Borrower shall be required during any period when an Event of Default exists and is continuinga Lender), or (b) if a successor Agent or Administrative Agent shall not be so appointed and approved within the thirty (30) day period following an Agent's or the Administrative Agent's notice, as the case may be, to the Banks of its resignation, then the resigning Administrative Agent or resigning Agent, as the case may be, shall appoint, with the consent of the Borrower, such Borrower at all times other than during the existence of an Event of Default (which consent shall not to be unreasonably withheld or delayed). If no such successor shall have been so appointed by the Required Lenders (providedwith, thatso long as no Event of Default has occurred and is then continuing, no the consent of the Borrower (which consent shall not be required unreasonably withheld or delayed)) and shall have accepted such appointment prior to the effective date of the resignation of the Administrative Agent, then the Administrative Agent may (but shall not be obligated to), on behalf of the Lenders and the Issuing Lenders, appoint a successor Administrative Agent meeting the qualifications set forth above (including, without limitation, the consent of the Borrower at all times other than during any period when the existence of an Event of Default exists and is continuing(which consent shall not be unreasonably withheld or delayed), ). Whether or not a successor who has been appointed, such resignation shall become effective in accordance with such notice on such effective date, where (i) the retiring Administrative Agent shall be a Bank shall serve as discharged from its duties and obligations hereunder and under the other Loan Documents (except that in the case of any collateral security held by the Administrative Agent on behalf of the Lenders or Agentthe Issuing Lenders under any of the Loan Documents, as the case retiring Administrative Agent may be, (but shall not be obligated to) continue to hold such collateral security until such time as a successor Administrative Agent is appointed) and (ii) all payments, communications and determinations provided to be made by, to or through the Administrative Agent shall instead be made by or to each Lender and Issuing Lender directly, until such time, if any, as the Required Banks Lenders appoint and a successor Administrative Agent as provided for above. Upon the Borrower consents to the appointment acceptance of a successor to such resigning successor’s appointment as Administrative Agent or Agent. Upon its appointment pursuant to either clause (a) or (b) abovehereunder, such successor Administrative Agent or Agent shall succeed to and become vested with all of the rights, powers powers, privileges and duties of the resigning retiring Administrative Agent or Agent, as the case may be, and the terms "retiring Administrative Agent shall be discharged from all of its duties and obligations hereunder or under the other Loan Documents. The fees payable by the Borrower to a successor Administrative Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Borrower and such successor. After the retiring Administrative Agent" ’s resignation hereunder and "under the other Loan Documents, the provisions of this Section and Section 9.3 shall continue in effect for the benefit of such retiring Administrative 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 the retiring Administrative Agent was acting as Administrative Agent. If the Person serving as Administrative Agent is a Defaulting Lender pursuant to clause (d) of the definition thereof, the Required Lenders may, to the extent permitted by applicable law, by notice in writing to the Borrower and such Person remove such Person as Administrative Agent and, with the consent of the Borrower at all times other than during the existence of an Event of Default (which consent shall not be unreasonably withheld or delayed), appoint a successor. If no such successor shall have been so appointed by the Required Lenders and shall have accepted such appointment within 30 days (or such earlier day as shall be agreed by the Required Lenders) (the “Removal Effective Date”), then such removal shall nonetheless become effective in accordance with such notice on the Removal Effective Date. 108

Successor Agents. Any Agent or the Administrative Agent (i) may resign as Agent or Administrative Agent, as the case may be or (ii) shall resign if such resignation is requested by the Required Banks (if the Agent or Administrative Agent is a Bank, such Agent's or Administrative Agent's Loans and Commitment shall be considered in determining whether the Required Banks have requested such resignation) or required by Section 4.4.2 [Replacement of a LenderBank], in either case of (i) or (ii) by giving not less than thirty (30) days' prior written notice to the Borrower. If any Agent or the Administrative Agent shall resign under this Agreement, then either (a) the Required Banks shall appoint from among the Banks a successor to such Agent or Administrative Agent, as the case may be, for the Banks, subject to the consent of the Borrower, such consent not to be unreasonably withheld (providedwithheld, provided that, no consent of the Borrower shall be required during any period when an Event of Default exists and is continuing), or (b) if a successor Agent or Administrative Agent shall not be so appointed and approved within the thirty (30) day period following an Agent's or the Administrative Agent's notice, as the case may be, to the Banks of its resignation, then the resigning Administrative Agent or resigning Agent, as the case may be, be shall appoint, with the consent of the Borrower, such consent not to be unreasonably withheld (providedwithheld, provided that, no consent of the Borrower shall be required during any period when an Event of Default exists and is continuing), a successor who shall be a Bank shall serve as Administrative Agent or Agent, as the case may be, until such time as the Required Banks appoint and the Borrower consents to the appointment of a successor to such resigning Administrative Agent or Agent. Upon its appointment pursuant to either clause (a) or (b) above, such successor Administrative Agent or Agent shall succeed to the rights, powers and duties of the resigning Administrative Agent or Agent, as the case may be, and the terms "Agent" and "

Successor Agents. Any Agent or (a). Each of the Administrative Agent and the Collateral Agent may at any time give notice of its resignation to the Lenders, the Letter of Credit Issuer and Holdings. Upon receipt of any such notice of resignation, the Required Lenders shall have the right, subject to the consent of the Borrowers (inot to be unreasonably withheld or delayed) may resign so long as Agent no Event of Default under Sections 11.1 or Administrative Agent11.5 is continuing, as to appoint a successor, which shall be a bank with an office in the case may be United States, or (ii) an Affiliate of any such bank with an office in the United States. If no such successor shall resign if such resignation is requested have been so appointed by the Required Banks Lenders and shall have accepted such appointment within 30 days after the retiring Agent gives notice of its resignation, then the retiring Agent may on behalf of the Lenders, appoint a successor Agent meeting the qualifications set forth above (if including receipt of the Agent or Borrowers’ consent) (the “Resignation Effective Date”). (a) If the Person serving as the Administrative Agent is a BankDefaulting Lender pursuant to clause (v) of the definition of Lender Default, the Required Lenders may to the extent permitted by applicable law, subject to the consent of the Borrowers (not to be unreasonably withheld or delayed), by notice in writing to the Borrowers and such Agent's Person remove such Person as the Administrative Agent and, in consultation with the Borrowers, appoint a successor. If no such successor shall have been so appointed by the Required Lenders and shall have accepted such appointment within 30 days (or Administrative Agent's Loans and Commitment such earlier day as shall be considered in determining whether agreed by the Required Banks have requested Lenders) (the “Removal Effective Date”), then such resignationremoval shall nonetheless become effective in accordance with such notice on the Removal Effective Date. (b) With effect from the Resignation Effective Date or required the Removal Effective Date (as applicable), (1) the retiring or removed agent shall be discharged from its duties and obligations hereunder and under the other Credit Documents (except that in the case of any collateral security held by Section 4.4.2 [Replacement the Collateral Agent on behalf of the Lenders or the Letter of Credit Issuer under any of the Credit Documents, the retiring or removed Collateral Agent shall continue to hold such collateral security as nominee until such time as a successor Collateral Agent is appointed) and (2) all payments, communications and determinations provided to be made by, to or through the retiring or removed Administrative Agent shall instead be made by or to each Lender and the Letter of Credit Issuer directly, until such time as the Required Lenders appoint a successor Agent as provided for above in this paragraph. Upon the acceptance of a Lender], in either case of (i) or (ii) by giving not less than thirty (30) days' prior written notice to successor’s appointment as the Borrower. If any Administrative Agent or the Administrative Agent shall resign under this Agreement, then either (a) the Required Banks shall appoint from among the Banks a successor to such Agent or Administrative Collateral Agent, as the case may be, hereunder, and upon the execution and filing or recording of such financing statements, or amendments thereto, and such amendments or supplements to the Mortgages, 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 Security Documents, such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring (or retired) or removed Agent, and the retiring or removed Agent shall be discharged from all of its duties and obligations hereunder or under the other Credit Documents (if not already discharged therefrom as provided above in this Section 12.9). Except as provided above, any resignation or removal of Barclays Bank PLC as the Administrative Agent pursuant to this Section 12.9 shall also constitute the resignation or removal of Barclays Bank PLC as the Collateral Agent. The fees payable by Holdings or the Borrowers (following the effectiveness of such appointment) to such Agent shall be the same as those payable to its predecessor unless otherwise agreed between Holdings or Borrowers and such successor. After the retiring or removed Agent’s resignation or removal hereunder and under the other Credit Documents, the provisions of this Section 12 (including Section 12.7) and Section 13.5 shall continue in -186- effect for the Banksbenefit of such retiring or removed Agent, subject its sub-agents and their respective Related Parties in respect of any actions taken or omitted to be taken by any of them while the consent retiring or removed Agent was acting as an Agent. (c) Any resignation by or removal of Barclays Bank PLC as the Administrative Agent pursuant to this Section 12.9 shall also constitute its resignation or removal as Swingline Lender and its Affiliate’s or its resignation or removal, as applicable, as a Letter of Credit Issuer (if such Affiliate or Barclays Bank PLC is a Letter of Credit Issuer). Upon the acceptance of a successor’s appointment as the Administrative Agent hereunder, (a) such successor shall succeed to and become vested with all of the Borrowerrights, such consent not to be unreasonably withheld (providedpowers, that, no consent privileges and duties of the Borrower shall be required during any period when an Event retiring Letter of Default exists Credit Issuer and is continuing)Swingline Lender, or (b) the retiring Letter of Credit Issuer (if an Affiliate of Barclays Bank PLC is a Letter of Credit Issuer or if Barclays Bank PLC is a Letter of Credit Issuer) and Swingline Lender shall be discharged from all of their respective duties and obligations hereunder or under the other Credit Documents, and (c) the successor Agent or Letter of Credit Issuer shall issue letters of credit in substitution for the Letters of Credit issued by such Affiliate of the Administrative Agent shall not be so appointed and approved within the thirty (30) day period following an Agent's or the Administrative Agent's notice, as if any, outstanding at the case may be, time of such succession or make other arrangements satisfactory to the Banks retiring Letter of its resignation, then Credit Issuer (if an Affiliate of Barclays Bank PLC or Barclays Bank PLC is a Letter of Credit Issuer) to effectively assume the resigning Administrative Agent or resigning Agent, as the case may be, shall appoint, with the consent obligations of the Borrower, such consent not to be unreasonably withheld retiring Letter of Credit Issuer (provided, that, no consent if an Affiliate or Barclays Bank PLC or Barclays Bank PLC is a Letter of the Borrower shall be required during any period when an Event of Default exists and is continuing), a successor who shall be a Bank shall serve as Administrative Agent or Agent, as the case may be, until such time as the Required Banks appoint and the Borrower consents to the appointment of a successor Credit Issuer) with respect to such resigning Administrative Agent or AgentLetters of Credit. Upon its appointment pursuant to either clause (a) or (b) above, such successor Administrative Agent or Agent shall succeed to the rights, powers and duties of the resigning Administrative Agent or Agent, as the case may be, and the terms "Agent" and "12.10

Successor Agents. Any Agent or the The Administrative Agent (i) may resign as Agent or Administrative Agentresign, as the case may be or (ii) shall resign if such resignation is requested by the Required Banks (if the Agent or Administrative Agent is a Bank, such Agent's or Administrative Agent's Loans and Commitment shall be considered in determining whether the Required Banks have requested such resignation) or required by Section 4.4.2 [Replacement of a Lender], in either case of (i) or (ii) by giving not less than thirty (30) days' upon 30 days prior written notice to the Lenders, each L/C Issuer and the Borrower. If Upon receipt of any Agent or the Administrative Agent shall resign under this Agreementsuch notice of resignation, then either (a) the Required Banks Lenders shall have the right, in consultation with the Borrower, to appoint from among a successor, which shall be a bank with an office in the Banks United States, or an Affiliate of any such bank with an office in the United States, which appointment of a successor to such Agent or Administrative Agent, as the case may be, for the Banks, subject to agent shall require the consent of the Borrower, such consent not to be unreasonably withheld Borrower (provided, that, no consent except during the existence of the Borrower shall be required during any period when an Event of Default exists and is continuingunder Section ‎8.01(f) or ‎(g)), or (b) if a successor Agent or Administrative Agent which consent shall not be unreasonably withheld or delayed. If no such successor shall have been so appointed by the Required Lenders and approved shall have accepted such appointment within 30 days after the thirty (30) day period following an Agent's or the retiring Administrative Agent's notice, as the case may be, to the Banks Agent gives notice of its resignation, then the resigning retiring Administrative Agent may (but shall not be obligated to) on behalf of the Lenders and the L/C Issuers (without the consent of any of the Lenders or resigning Agent, as the case may be, shall appoint, L/C Issuers but with the consent of the Borrower, such consent not to be unreasonably withheld Borrower (provided, that, no consent except during the existence of the Borrower shall be required during any period when an Event of Default exists and is continuingunder Section ‎8.01(f) or ‎(g)), which consent shall not be unreasonably withheld or delayed), appoint a successor who Administrative Agent meeting the qualifications set forth above, provided that in no event shall such successor Administrative Agent be a Defaulting Lender or Disqualified Lender; provided that if the Administrative Agent shall notify the Borrower and the Lenders that no qualifying Person has accepted such appointment, then such resignation shall nonetheless become effective in accordance with such notice and (i) the retiring Administrative Agent shall be a Bank shall serve as discharged from its duties and obligations hereunder and under the other Loan Documents (except that in the case of any collateral security held by the Administrative Agent on behalf of the Lenders or Agentany L/C Issuer under any of the Loan Documents, the retiring Administrative Agent shall continue to hold such collateral security until such time as a successor Administrative Agent is appointed); (ii) all payments, communications and determinations provided to be made by, to or through the case may beAdministrative Agent shall instead be made by or to each Lender and the L/C Issuer directly, until such time as the Required Banks Lenders appoint a successor Administrative Agent as provided for above in this Section and (iii) the Borrower and the Borrower consents Lenders agree that in no event shall the retiring Administrative Agent and Collateral Agent or any of their respective Affiliates or any of their respective officers, directors, employees, agents, advisors, partners, trustees or representatives have any liability to the appointment Loan Parties, any Lender or any other Person or entity for damages of any kind, including, without limitation, direct or indirect, special, incidental or consequential damages, losses or expenses (whether in tort, contract or otherwise) arising out of the failure of a successor to such resigning Administrative Agent or Agent. Upon its appointment pursuant to either clause (a) or (b) above, such successor Administrative Agent or Collateral Agent to be appointed and to accept such appointment. Upon the acceptance of a successor’s appointment as Administrative Agent hereunder, such successor shall succeed to and become vested with all of the rights, powers powers, privileges and duties of the resigning retiring (or retired) Administrative Agent or Agent, as the case may be, and the terms "retiring Administrative Agent shall be discharged from all of its duties and obligations hereunder or under the other Loan Documents (if not already discharged therefrom as provided above in this ‎Section 9.09). The fees payable by the Borrower to a successor Administrative Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Borrower and such successor. After the retiring Administrative Agent" ’s resignation hereunder and "under the other Loan Documents, the provisions of this ‎Article 9 and Sections ‎10.04 and ‎10.05 shall continue in effect for the benefit of such retiring Administrative Agent, its sub-agents and their respective Related Parties in respect of any actions taken or omitted to be taken by any of them (i) while the retiring or removed Administrative Agent was acting as Administrative Agent and (ii) after such resignation or removal for as long as any of them continues to act in any capacity hereunder or under the other Loan Documents, including (a) acting as collateral agent or otherwise holding any collateral security on behalf of any of the Lenders and (b) in respect of any actions taken in connection with transferring the agency to any successor Administrative Agent. 153

Successor Agents. Any (a) Each of the Administrative Agent and the Collateral Agent may at any time give notice of its resignation to the Lenders, the Letter of Credit Issuers and the Borrower. Upon receipt of any such notice of resignation, the Required Lenders shall have the right, subject to the consent of the Borrower (not to be unreasonably withheld or delayed) so long as no Event of Default under Sections 11.1 or 11.5 is continuing, to appoint a successor, which shall be a bank with an office in the office in the United States. If no such Lenders and shall have accepted such United States, or an Affiliate of any such bank with an successor shall have been so appointed by the Required appointment within 30 days after the retiring Agent gives notice of its resignation (the “Resignation Effective Date”), then the retiring Agent may on behalf of the Lenders, appoint a successor Agent meeting the qualifications set forth above (including receipt of the Borrower’s consent); provided that if the Administrative Agent or the Administrative Collateral Agent shall notify the Borrower and the Lenders that no qualifying Person has accepted such appointment, then such resignation shall nonetheless become effective in accordance with such notice. (i) may resign as Agent or Administrative Agent, b)If the Person serving as the case may be or (ii) shall resign if such resignation is requested by the Required Banks (if the Agent or Administrative Agent is a BankDefaulting Lender pursuant to clause (v) of the definition of Lender Default, the Required Lenders may to the extent permitted be unreasonably withheld or remove such Agent's Person as the by applicable law, subject to the consent of the Borrower (not to delayed), bynotice in writing to the Borrower and such Person Administrative Agent and, in consultation with the Borrower, appoint a successor. If no such successor shall have been so appointed by the Required Lenders and shall have accepted such appointment within 30 days (or Administrative Agent's Loans and Commitment such earlier day as shall be considered in determining whether agreed by the Required Banks have requested Lenders) (the “Removal Effective Date”), then such resignationremoval shall nonetheless become effective in accordance with such notice on the Removal Effective Date. (c)With effect from the Resignation Effective Date or the Removal Effective Date (as applicable), (1) the retiring or required removed agent shall be discharged from its duties and obligations hereunder and under the other Credit Documents (except that in the case of any collateral security held by Section 4.4.2 [Replacement the Collateral Agent on behalf of the Lenders or the Letter of Credit Issuers under any of the Credit Documents, the retiring or removed Collateral Agent shall continue to hold such collateral security as nominee until such time as a successor Collateral Agent is appointed) and (2) all payments, communications and determinations provided to be made by, to or through the retiring or removed Administrative Agent shall instead be made by or to each Lender and the Letter of Credit Issuers directly, until such time as the Required Lenders appoint a successor Agent as provided for above inthis paragraph. Upon the acceptance of a Lender], in either case of (i) or (ii) by giving not less than thirty (30) days' prior written notice to successor’s appointment as the Borrower. If any Administrative Agent or the Administrative Agent shall resign under this Agreement, then either (a) the Required Banks shall appoint from among the Banks a successor to such Agent or Administrative Collateral Agent, as the case may be, for hereunder, and upon the Banksexecution and filing or recording of such financing statements, subject or amendments thereto, and such amendments or supplements to the consent of the BorrowerMortgages, and such consent not to other instruments or notices, as may be unreasonably withheld (provided, that, no consent of the Borrower shall be required during any period when an Event of Default exists and is continuing)necessary or desirable, or (b) if a successor Agent or Administrative Agent shall not be so appointed and approved within the thirty (30) day period following an Agent's or the Administrative Agent's notice, as the case may be, to the Banks of its resignation, then the resigning Administrative Agent or resigning Agent, as the case may be, shall appoint, with the consent of the Borrower, such consent not to be unreasonably withheld (provided, that, no consent of the Borrower shall be required during any period when an Event of Default exists and is continuing), a successor who shall be a Bank shall serve as Administrative Agent or Agent, as the case may be, until such time as the Required Banks appoint and Lenders may request, in order to continue the Borrower consents perfection of the Liens granted or purported to be granted by the appointment of a successor to such resigning Administrative Agent or Agent. Upon its appointment pursuant to either clause (a) or (b) aboveSecurity Documents, such successor Administrative Agent or Agent shall succeed to and become vested with all of the rights, powers powers, privileges and duties of the resigning Administrative Agent retiring (or retired) or removed Agent, as the case may be, and the terms "retiring or removed Agent shall be discharged from all of its duties and obligations hereunder or under the other Credit Documents (if not already discharged therefrom as provided above in this Section 12.9). Except as provided above, any resignation or removal of Xxxxxxx Xxxxx Bank USA as the Administrative Agent pursuant to this Section 12.9 shall also constitute the resignation or removal of Xxxxxxx Sachs Bank USA as the Collateral Agent" . The fees payable by the Borrower (following the effectiveness of such appointment) to such Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Borrower and "such successor. After the retiring or removed Agent’s resignation or removal hereunder and under the other Credit Documents, the provisions of this Section 12 (including Section 12.7) and Section 13.5 shall -156-#8983238089847286v115 continue in effect for the benefit of such retiring or removed Agent, its sub-agents and -157-#8983238089847286v115

Successor Agents. Any The Administrative Agent or may resign as the Administrative Agent (i) may resign as Agent or Administrative Agent, as the case may be or (ii) shall resign if such resignation is requested by the Required Banks (if the Agent or Administrative Agent is a Bank, such Agent's or Administrative Agent's Loans and Commitment shall be considered in determining whether the Required Banks have requested such resignation) or required by Section 4.4.2 [Replacement of a Lender], in either case of (i) or (ii) by giving not less than upon thirty (30) days' ’ (10 days if an Event of Default has occurred and is continuing) prior written notice to the Lenders (unless such notice is waived by the Required Lenders) and Lead Borrower (unless such notice is waived by Lead Borrower) and without any notice to the Cash Management Banks. If any Agent or the Administrative Agent shall resign resigns under this Agreement, then either (a) the Required Banks Lenders shall appoint from among the Banks Lenders a successor to such Agent or Administrative Agent, as the case may be, agent for the BanksLenders, subject to which appointment of a successor agent shall re-quire the consent of the Borrower, such consent not to be unreasonably withheld Borrower at all times other than during the existence of an Event of Default under Section 8.01(f) or (provided, that, no g) (which consent of the Borrower shall be required during any period when an Event of Default exists and is continuing), or (b) if a successor Agent or Administrative Agent shall not be so appointed and approved within unreasonably withheld or delayed). If, at the thirty (30) day period following an Agent's or time that the Administrative Agent's notice’s resignation is effective, it is acting as an L/C Issuer or the Swing Line Lender, such resignation shall also operate to effectuate its resignation as L/C Issuer or the Swing Line Lender, as the case may beapplicable, and it shall automatically be relieved of any further obligation to issue Letters of Credit, or to make Swing Line Loans. If no successor agent is appointed prior to the Banks effective date of its resignationthe resignation of the Administrative Agent, then the resigning Administrative Agent or resigning Agent, as the case may be, shall appoint, after consulting with the consent of Lenders and the Borrower, such consent not to be unreasonably withheld (provided, that, no consent of the Borrower shall be required during any period when an Event of Default exists and is continuing), a successor who agent, which successor shall be a Bank shall serve as Administrative Agent commercial banking institution organized under the laws of the United States (or Agent, as the case may be, until such time as the Required Banks appoint and the Borrower consents to the appointment any State thereof) or a United States branch or agency of a successor to such resigning Administrative Agent or Agentcommercial banking institution, in each case, having combined capital and surplus of at least $500,000,000. Upon the acceptance of its appointment pursuant to either clause (a) or (b) aboveas successor agent hereunder, the Person acting as such successor Administrative Agent or Agent agent shall succeed to all the rights, powers and duties of the resigning retiring Administrative Agent or and the term “Administrative Agent” shall mean such successor administrative agent and/or supplemental administrative agent, as the case may bebe (and the term “Collateral Agent” shall mean such successor collateral agent and/or supplemental agent, as described in Section 9.01(c)), and the terms "retiring Administrative Agent" ’s appointment, powers and "duties as the Administrative Agent shall be terminated. After the retiring Administrative Agent’s resignation hereunder as the Administrative Agent, the provisions of this Article IX and Section 10.04 and Section 10.05 shall inure to its benefit as to any actions taken or omitted to be taken by it while it was the Administrative Agent under this Agreement. If no successor agent has accepted appointment as the Administrative Agent by the date which is thirty (30) days (10 days if an Event of Default has occurred and is continuing) following the retiring Administrative Agent’s notice of resignation, the retiring Administrative Agent’s resignation shall nevertheless thereupon become effective and the Lenders shall perform all of the duties of the Administrative Agent hereunder until such time, if any, as the Required Lenders appoint a successor agent as provided for above. Upon the acceptance of any appointment as the Administrative Agent hereunder by a successor and upon the execution and filing or recording of such financing statements, or amendments thereto, and such amendments or supplements to the Mortgages, and such other instruments or notices, as may be necessary or desirable, or as the Required Lenders may reasonably request, in order to (a) continue the perfection of the Liens granted or purported to be granted by the Collateral Documents or (b) otherwise ensure that the Collateral and Guarantee Requirement is satisfied, the Administrative Agent shall thereupon succeed to and become vested with all the rights, powers, discretion, privileges, and duties of the retiring Administrative Agent, and the retiring Administrative Agent shall be discharged from its duties and obligations under the Loan Documents, the ABL Intercreditor Agreement and any Intercreditor Agreement.

Successor Agents. Any Agent or the Administrative Agent (i) may resign as Agent or (and in the case of the Administrative Agent, as to any or all of the Facilities) at any time by giving written notice thereof to the Lender Parties and the Borrower and may be removed (in the case may be of the Administrative Agent, as to any or all of the Facilities) at any time with or without cause by, in the case of the Administrative Agent, the Required Working Capital Lenders (in respect of the Working Capital Facility) or the Required Term Lenders (in respect of the Term Facility) and with respect to any other Agent, the Required Lenders (the Agent so resigning or being removed being the "Retiring Agent"). Upon any such resignation or removal, (i) if the Retiring Agent is the Administrative Agent, the Required Working Capital Lenders (in respect of the Working Capital Facility) or the Required Term Lenders (in respect of the Term Facility) shall have the right to appoint a successor to such Retiring Agent, or (ii) shall resign if such resignation is requested by as to any other Agent, the Required Banks (if Lenders shall have the Agent or Administrative Agent is right to appoint a Bank, successor to such Retiring Agent's or Administrative Agent's Loans and Commitment shall be considered in determining whether the Required Banks have requested such resignation) or required by Section 4.4.2 [Replacement of a Lender], in either each case as to such of the Facilities as to which such Retiring Agent has resigned or been removed (the Lenders described in clause (i) or (ii) by giving not less than thirty (30) days' prior written notice to the Borrower. If any Agent or the Administrative Agent shall resign under this Agreement, then either (a) the Required Banks shall appoint from among the Banks a successor to such Agent or Administrative Agent), as the case may be, for being the Banks"Appointing Lenders"). If no successor to such Retiring Agent shall have been so appointed, subject to and shall have accepted such appointment, within 30 days after the consent Retiring Agent's giving of notice of resignation or the removal of the BorrowerRetiring Agent, then such consent not to be unreasonably withheld (providedRetiring Agent may, that, no consent on behalf of the Borrower shall be required during any period when an Event of Default exists and is continuing)relevant Lender Parties, or (b) if a successor Agent or Administrative Agent shall not be so appointed and approved within the thirty (30) day period following an Agent's or the Administrative Agent's notice, as the case may be, to the Banks of its resignation, then the resigning Administrative Agent or resigning Agent, as the case may be, shall appoint, with the consent of the Borrower, such consent not to be unreasonably withheld (provided, that, no consent of the Borrower shall be required during any period when an Event of Default exists and is continuing), a successor who shall be a Bank shall serve as Administrative Agent or Agent, as the case may be, until such time as the Required Banks appoint and the Borrower consents to the appointment of a successor to such resigning Administrative Agent Retiring Agent, which shall be a commercial bank organized under the laws of the United States or Agentof any State thereof and having a combined capital and surplus of at least $250,000,000. Upon its the acceptance of any appointment pursuant as an Agent hereunder by a successor (such successor, in the capacity held by the Retiring Agent, being the "Successor Agent") as to either clause (a) all of the relevant Facilities and upon the execution and filing or (b) aboverecording of such financing statements, or amendments thereto, and such amendments or supplements to the Collateral Documents, and such other instruments or notices, as may be necessary or desirable, or as the Appointing Lenders may request, in order to continue the perfection of the Liens granted or purported to be granted by the Collateral Documents, such successor Administrative Agent or Successor Agent shall succeed to and become vested with all the rights, powers powers, discretion, privileges and duties of the resigning Retiring Agent, and the Retiring Agent shall be discharged from its duties and obligations under the Loan Documents. Upon the acceptance of any appointment as Agent hereunder by a Successor Agent as to less than all of the Facilities and upon the execution and filing or recording of such financing statements, or amendments thereto, and such amendments or supplements to the Collateral Documents, and such other instruments or notices, as may be necessary or desirable, or as the Appointing 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 as to such Facilities, other than with respect 87 NYDOCS03/100354 Xxxxxxxx'x International Credit Agreement to funds transfers and other similar aspects of the administration of Borrowings under such Facilities, issuances of Letters of Credit (notwithstanding any resignation as Administrative Agent with respect to the Letter of Credit Facility) and payments by the Borrower in respect of such Facilities, and the Retiring Agent shall be discharged from its duties and obligations under this Agreement as to such Facilities, other than as aforesaid. The Lenders agree to use commercially reasonable efforts and act in good faith to appoint a Successor Agent. If within 45 days after written notice is given of the Retiring Agent's resignation or removal under this Section 7.06 no successor to such Retiring Agent shall have been appointed and shall have accepted such appointment, then on such 45th day (i) the Retiring Agent's resignation or removal shall become effective, (ii) the Retiring Agent shall thereupon be discharged from its duties and obligations under the Loan Documents and (iii) the Appointing Lenders shall thereafter perform all duties of the Retiring Agent under the Loan Documents with respect to the relevant Facility until such time, if any, as the case may beAppointing Lenders appoint a successor to such Retiring Agent as provided above. After any Retiring Agent's resignation or removal hereunder as Agent as to all of the Facilities, and the terms "Agent" and "provisions of this Article VII shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Agent as to any Facilities under this Agreement.

Successor Agents. Any Agent or the (a) The Administrative Agent (i) may resign as Agent or Administrative Agentat any time give notice of its resignation to the Lenders, as the case may be or (ii) shall resign if such resignation is requested by the Required Banks (if the Agent or Administrative Agent is a Bank, such Agent's or Administrative Agent's Loans Issuers and Commitment shall be considered in determining whether the Required Banks have requested such resignation) or required by Section 4.4.2 [Replacement of a Lender], in either case of (i) or (ii) by giving not less than thirty (30) days' prior written notice to the Borrower. If Upon receipt of any Agent or such notice of resignation, the Administrative Agent Requisite Lenders shall resign under this Agreementhave the right, then either (a) the Required Banks shall appoint from among the Banks a successor to such Agent or Administrative Agent, as the case may be, for the Banks, subject to the consent of in consultation with the Borrower, such consent not to be unreasonably withheld (providedappoint a successor, that, no consent of the Borrower which shall be required during any period when a bank (other than a Defaulting Lender) with an Event office in the United States of Default exists and is continuing)America, or (b) if a an Affiliate of any such bank with an office in the United States of America. If no successor Agent or shall have been so appointed by the Requisite Lenders and shall have accepted such appointment within 30 days after the retiring Administrative Agent shall not be so appointed and approved within the thirty (30) day period following an Agent's or the Administrative Agent's notice, as the case may be, to the Banks gives notice of its resignation, then the resigning retiring Administrative Agent or resigning Agentmay on behalf of the Lenders and the Issuers, as appoint a successor Administrative Agent meeting the qualifications set forth above; provided that if the Administrative Agent shall notify the Borrower and the Lenders that no qualifying Person has accepted such appointment, then such resignation shall nonetheless become effective in accordance with such notice and (1) the retiring Administrative Agent shall be discharged from its duties and obligations hereunder and under the other Loan Documents (except that in the case may be, shall appoint, with of any collateral security held by the consent Administrative Agent on behalf of the BorrowerLenders or the Issuer under any of the Loan Documents, the retiring Administrative Agent shall continue to hold such consent not collateral security until such time as a successor Administrative Agent is appointed) and (2) all payments, communications and determinations provided to be unreasonably withheld (providedmade by, that, no consent of to or through the Borrower shall be required during any period when an Event of Default exists and is continuing), a successor who shall be a Bank shall serve as Administrative Agent shall instead be made by or Agent, as the case may beto each Lender and each Issuer directly, until such time as the Required Banks Requisite Lenders appoint and a successor Administrative Agent as provided for above in this paragraph. Upon the Borrower consents to the appointment acceptance of a successor to such resigning successor’s appointment as Administrative Agent or Agent. Upon its appointment pursuant to either clause (a) or (b) abovehereunder, such successor Administrative Agent or Agent shall succeed to and become vested with all of the rights, powers powers, privileges and duties of the resigning retiring (or retired) Administrative Agent or Agent, as the case may be, and the terms "retiring Administrative Agent shall be discharged from all of its duties and obligations hereunder or under the other Loan Documents (if not already discharged therefrom as provided above in this paragraph). The fees payable by the Borrower to a successor Administrative Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Borrower and such successor. After the retiring Administrative Agent" ’s resignation hereunder and "under the other Loan Documents, the provisions of this Article X and Sections 11.3 and 11.4 shall continue in effect for the benefit of such retiring Administrative 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 the retiring Administrative Agent was acting as Administrative Agent.

Successor Agents. Any Agent or the The Administrative Agent (i) may resign as Agent or Administrative Agent, as the case may be or (ii) shall resign if such resignation is requested by the Required Banks (if the Agent or Administrative Agent is a Bank, such Agent's or Administrative Agent's Loans and Commitment shall be considered in determining whether the Required Banks have requested such resignation) or required by Section 4.4.2 [Replacement of a Lender], in either case of (i) or (ii) by giving not less than thirty (30) upon 30 days' prior written ’ notice to the Lenders, the Issuing Lenders and the Borrower. If Upon receipt of any Agent or the Administrative Agent shall resign under this Agreementsuch notice of resignation, then either (a) the Required Banks Lenders shall appoint from among the Banks Lenders a successor to such Agent or Administrative Agent, as the case agent (which may be, for the Banks, subject to the consent be an Affiliate of the Borrower, such consent not to be unreasonably withheld (provided, that, no consent of the Borrower shall be required during any period when an Event of Default exists and is continuinga Lender), or (b) if a successor Agent or Administrative Agent shall not be so appointed and approved within the thirty (30) day period following an Agent's or the Administrative Agent's notice, as the case may be, to the Banks of its resignation, then the resigning Administrative Agent or resigning Agent, as the case may be, shall appoint, with the consent of the Borrower, such Borrower at all times other than during the existence of an Event of Default (which consent shall not to be unreasonably withheld or delayed). If no such successor shall have been so appointed by the Required Lenders (providedwith, thatso long as no Event of Default has occurred and is continuing, no the consent of the Borrower (which consent shall not be required unreasonably withheld or delayed)) and shall have accepted such appointment prior to the effective date of the resignation of the Administrative Agent, then the Administrative Agent may (but shall not be obligated to), on behalf of the Lenders and the Issuing Lenders, appoint a successor Administrative Agent meeting the qualifications set forth above (including, without limitation, the consent of the Borrower at all times other than during any period when the existence of an Event of Default exists and is continuing(which consent shall not be unreasonably withheld or delayed), ). Whether or not a successor who has been appointed, such resignation shall become effective in accordance with such notice on such effective date, where (i) the retiring Administrative Agent shall be a Bank shall serve as discharged from its duties and obligations hereunder and under the other Loan Documents (except that in the case of any collateral security held by the Administrative Agent on behalf of the Lenders or Agentthe Issuing Lenders under any of the Loan Documents, as the case retiring Administrative Agent may be, (but shall not be obligated to) continue to hold such collateral security until such time as a successor Administrative Agent is appointed) and (ii) all payments, communications and determinations provided to be made by, to or through the Administrative Agent shall instead be made by or to each Lender and Issuing Lender directly, until such time, if any, as the Required Banks Lenders appoint and a successor Administrative Agent as provided for above. Upon the Borrower consents to the appointment acceptance of a successor to such resigning successor’s appointment as Administrative Agent or Agent. Upon its appointment pursuant to either clause (a) or (b) abovehereunder, such successor Administrative Agent or Agent shall succeed to and become vested with all of the rights, powers powers, privileges and duties of the resigning retiring Administrative Agent or Agent, as the case may be, and the terms "retiring Administrative Agent shall be discharged from all of its duties and obligations hereunder or under the other Loan Documents. The fees payable by the Borrower to a successor Administrative Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Borrower and such successor. After the retiring Administrative Agent" ’s resignation hereunder and "under the other Loan Documents, the provisions of this Section and Section 9.3 shall continue in effect for the benefit of such retiring Administrative 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 the retiring Administrative Agent was acting as Administrative Agent.

Successor Agents. Any Agent may resign at any time by giving written notice thereof to the Lender Parties and the Borrower, and any Agent (other than Xxxxx Fargo in its capacity as an Agent) may be removed at any time with or without cause by the Required Lenders (without giving effect to the provision set forth in the definition of “Required Lenders” requiring that there be at least two Lenders that are not Affiliates); provided, however, that any removal of the Administrative Agent will not be effective until (ix) may resign it has also been replaced as Agent or Administrative Collateral Agent, as Swing Line Bank and Issuing Bank and released from all of its obligations in respect thereof and (y) WFB’s Commitment has been terminated, reduced or assigned to other Lenders after the case may be or (ii) shall resign if ThirdFifth Amendment Effective Date on terms satisfactory to it. Upon any such resignation is requested by or removal, the Required Banks (if Lenders shall have the Agent or Administrative Agent is a Bank, such Agent's or Administrative Agent's Loans and Commitment shall be considered in determining whether the Required Banks have requested such resignation) or required by Section 4.4.2 [Replacement of a Lender], in either case of (i) or (ii) by giving not less than thirty (30) days' prior written notice right to the Borrower. If any Agent or the Administrative Agent shall resign under this Agreement, then either (a) the Required Banks shall appoint from among the Banks a successor to such Agent or Administrative Agent, as the case may be, for the Banks, subject to with the consent of the BorrowerBorrower (not to be unreasonably withheld or delayed). If no successor Agent shall have been so appointed by the Required Xxxxxxx, and shall have accepted such appointment, within 30 days after the retiring Agent’s giving of notice of resignation or the Required Xxxxxxx’ removal of the retiring Agent, then the retiring Agent may, on behalf of the Lender Parties, with the consent of the Borrower (such consent not to be unreasonably withheld (providedor delayed), appoint a successor Agent, which shall be a commercial bank organized under the laws of the United States or of any State thereof and having a combined capital and surplus of at least $250,000,000; 144 provided that, no consent if, such retiring Administrative Agent is unable to find a commercial banking institution which is willing to accept such appointment and which meets the qualifications set forth above, subject to this Section 7.06, the retiring Administrative Agent’s resignation shall nevertheless thereupon become effective and the Required Lenders shall assume and perform all of the Borrower shall be required during duties of the Administrative Agent hereunder until such time, if any, as the Required Lenders appoint a successor as provided for above. Upon the acceptance of any period when an Event of Default exists and is continuing), or (b) if appointment as Agent hereunder by a successor Agent and, in the case of a successor Collateral Agent, upon the execution and filing or Administrative Agent shall not be so appointed recording of such financing statements, or amendments thereto, and approved within the thirty (30) day period following an Agent's such other instruments or the Administrative Agent's noticenotices, as the case may bebe necessary or desirable, to the Banks of its resignation, then the resigning Administrative Agent or resigning Agent, as the case may be, shall appoint, with the consent of the Borrower, such consent not to be unreasonably withheld (provided, that, no consent of the Borrower shall be required during any period when an Event of Default exists and is continuing), a successor who shall be a Bank shall serve as Administrative Agent or Agent, as the case may be, until such time as the Required Banks appoint and Lenders may request, in order to continue the Borrower consents perfection of the Liens granted or purported to be granted by the appointment of a successor to such resigning Administrative Agent or Agent. Upon its appointment pursuant to either clause (a) or (b) aboveCollateral Documents, such successor Administrative Agent or Agent shall succeed to and become vested with all the rights, powers powers, discretion, privileges and duties of the resigning Administrative retiring Agent, and the retiring Agent shall be discharged from its duties and obligations under the Loan Documents. If within 45 days after written notice is given of the retiring Agent’s resignation or removal under this Section 7.06 no successor Agent shall have been appointed and shall have accepted such appointment, then on such 45th day (a) the retiring Agent’s resignation or removal shall become effective, (b) the retiring Agent shall thereupon be discharged from its duties and obligations under the Loan Documents and (c) the Required Lenders shall thereafter perform all duties of the retiring Agent under the Loan Documents until such time, if any, as the case may beRequired Lenders appoint a successor Agent as provided above. After any retiring Agent’s resignation or removal hereunder as Agent shall have become effective, and the terms "Agent" and "provisions of this Article VII shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Agent under this Agreement.

Successor Agents. Any Agent or the Administrative Agent (i) may resign as Agent or Administrative Agent, as the case may be or (ii) shall resign if such resignation is requested by the Required Banks (if the Agent or Administrative Agent is a Bank, such Agent's or Administrative Agent's Loans and Commitment shall be considered in determining whether the Required Banks have requested such resignation) or required by Section 4.4.2 [Replacement of a Lender], in either case of (i) or (ii) by giving not less than thirty (30) days' prior written notice to the Borrower. If any Agent or the Administrative Agent shall resign under this Agreement, then either (a) The Administrative Agent may at any time give notice of its resignation to the Lenders and the Borrowers (with a copy to the Collateral Administrator and the Master Collateral Agent). Upon receipt of any such notice of resignation, the Required Banks Lenders shall appoint from among have the Banks a successor to such Agent or Administrative Agentright, as the case may be, for the Banks, subject to with the consent (provided no Event of Default has occurred and is continuing) of the Borrower, Borrowers (such consent not to be unreasonably withheld (providedor delayed), thatto appoint a successor, no consent of the Borrower which shall be required during any period when a bank with an Event of Default exists and is continuing)office in the United States, or (b) if a an Affiliate of any such bank with an office in the United States. If no such successor Agent or Administrative Agent shall not be have been so appointed by the Required Lenders and approved shall have accepted such appointment within the thirty (30) day period following an Agent's or days after the retiring Administrative Agent's notice, as the case may be, to the Banks Agent gives notice of its resignation, then resignation (or such earlier day as shall be agreed by the resigning Administrative Agent or resigning Agent, as the case may be, shall appoint, Required Lenders with the consent of the Borrower, Borrowers (such consent not to be unreasonably withheld or delayed)) (providedthe “Resignation Effective Date”), thatthen the retiring Administrative Agent may (but shall not be obligated to), no consent in consultation with the Borrowers, on behalf of the Borrower Lenders, appoint a successor Administrative Agent meeting the qualifications set forth above. For the avoidance of doubt, whether or not a successor Administrative Agent has been appointed, the retiring Administrative Agent’s resignation shall nonetheless become effective in accordance with such notice of resignation on the Resignation Effective Date. With effect from the Resignation Effective Date, (a) the retiring Administrative Agent shall be required during discharged from its duties and obligations hereunder and under the other Loan Documents and (b) except for any period when an Event of Default exists indemnity payments owed to the retiring Administrative Agent, all payments, communications and is continuing)determinations provided to be made by, to or through the Administrative Agent shall instead be made by or to each Lender directly, until such time, if any, as the Required Lenders appoint a successor who shall be Administrative Agent as provided for above. Upon the acceptance of a Bank shall serve successor’s appointment as Administrative Agent or Agent, as the case may be, until such time as the Required Banks appoint and the Borrower consents to the appointment of a successor to such resigning Administrative Agent or Agent. Upon its appointment pursuant to either clause (a) or (b) abovehereunder, such successor Administrative Agent or Agent shall succeed to and become vested with all of the rights, powers powers, privileges and duties of the resigning retiring Administrative Agent or (other than any rights to indemnity payments owed to the retiring Administrative Agent, as the case may be), and the terms "retiring Administrative Agent shall be discharged from all of its duties and obligations hereunder or under the other Loan Documents. The fees payable by the Borrowers to a successor Administrative Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Borrowers and such successor. After the retiring Administrative Agent" ’s resignation hereunder and "under the other Loan Documents, the provisions of this Article 8 and Section 10.04 shall continue in effect for the benefit of such retiring Administrative Agent, its 136 #4875-3210-4001v1 sub-agents and their respective Related Parties in respect of any actions taken or omitted to be taken by any of them while the retiring Administrative Agent was acting as the Administrative Agent.

Successor Agents. Any Agent or the (a) The Administrative Agent (i) may resign as Agent at any time give notice of its resignation to the Lenders, the L/C Issuer and the Borrower. Upon receipt of any such notice of resignation, the Required Lenders shall have the right, to appoint a successor, which shall be a bank with an office in the United States, or Administrative Agentan Affiliate of any such bank with an office in the United States, as the case may which successor agent shall be or (ii) shall resign if such resignation is requested consented to by the Required Banks (if Borrower at all times other than during the Agent or Administrative Agent is a Bank, such Agent's or Administrative Agent's Loans and Commitment shall be considered in determining whether the Required Banks have requested such resignation) or required by existence of an Event of Default under Section 4.4.2 [Replacement of a Lender], in either case of (i8.01(f) or (iig) by giving not less than thirty (30) days' prior written notice with respect to the Borrower. If any Agent or the Administrative Agent shall resign under this Agreement, then either ) (a) the Required Banks shall appoint from among the Banks a successor to such Agent or Administrative Agent, as the case may be, for the Banks, subject to the consent of the Borrower, such consent not to be unreasonably withheld (provided, that, no which consent of the Borrower shall not be required unreasonably withheld or delayed). If no such successor shall have been so appointed by the Required Lenders and shall have accepted such appointment within 30 days after the retiring Administrative Agent gives notice of its resignation (or such earlier day as shall be agreed by the Required Lenders) (the “Resignation Effective Date”), then the retiring Administrative Agent may (but shall not be obligated to) on behalf of the Lenders and the L/C Issuer, appoint a successor Administrative Agent, which successor agent shall be consented to by the Borrower at all times other than during any period when the existence of an Event of Default exists under Section 8.01(f) and is continuing), or (bg) if a successor Agent or Administrative Agent shall not be so appointed and approved within the thirty (30) day period following an Agent's or the Administrative Agent's notice, as the case may be, to the Banks of its resignation, then the resigning Administrative Agent or resigning Agent, as the case may be, shall appoint, with the consent of the Borrower, such consent not to be unreasonably withheld (provided, that, no which consent of the Borrower shall not be required unreasonably withheld or delayed), meeting the qualifications set forth above; provided that in no event shall any such successor Administrative Agent be a Defaulting Lender. Whether or not a successor has been appointed, such resignation shall become effective in accordance with such notice on the Resignation Effective Date. (b) If the Person serving as Administrative Agent is a Defaulting Lender pursuant to clause (d) of the definition thereof, the Borrower and/or the Required Lenders may, to the extent permitted by applicable law, by notice in writing to the Borrower and such Person remove such Person as Administrative Agent and, appoint a successor, which successor agent shall be consented to by the Borrower at all times other than during any period when the existence of an Event of Default exists under Section 8.01(f) and (g) (which consent of the Borrower shall not be unreasonably withheld or delayed). If no such successor shall have been so appointed by the Required Lenders and shall have accepted such appointment within 30 days (or such earlier day as shall be agreed by the Required Lenders) (the “Removal Effective Date”), then such removal shall nonetheless become effective in accordance with such notice on the Removal Effective Date. If no successor agent is continuing)appointed by the Required Lenders pursuant to this Section 9.08(b) prior to the date that is ten (10) Business Days following the Removal Effective Date, the Borrower may appoint, after consulting with the Required Lenders, a successor who agent from among the Lenders (other than any Sponsor Affiliated Lender). (c) With effect from the Resignation Effective Date or the Removal Effective Date (as applicable) (1) the retiring or removed Administrative Agent shall be a Bank shall serve as discharged from its duties and obligations hereunder and under the other Loan Documents (except that in the case of any collateral security held by the Administrative Agent on behalf of the Lenders or Agentthe L/C Issuer under any of the Loan Documents, as the case may be, retiring or removed Administrative Agent shall continue to hold such collateral security until such time as a successor Administrative Agent is appointed) and (2) except for any indemnity payments or other amounts then owed to the retiring or removed Administrative Agent, all payments, communications and determinations provided to be made by, to or through the Administrative Agent shall instead be made by or to each Lender and the L/C Issuer directly, until such time, if any, as the Required Banks Lenders appoint and a successor Administrative Agent as provided for above. Upon the Borrower consents to the appointment acceptance of a successor to such resigning successor’s appointment as Administrative Agent or Agent. Upon its appointment pursuant to either clause (a) or (b) abovehereunder, such successor Administrative Agent or Agent shall succeed to and become vested with all of the rights, powers powers, privileges and duties of the resigning retiring (or removed) Administrative Agent (other than as provided in Section 3.01(g) and other than any rights to indemnity payments or Agent, as the case may be, and the terms "Agent" and "other amounts 173

Successor Agents. Any The Administrative Agent or may resign as the Administrative Agent (i) may resign as Agent or Administrative Agent, as the case may be or (ii) shall resign if such resignation is requested by the Required Banks (if the Agent or Administrative Agent is a Bank, such Agent's or Administrative Agent's Loans and Commitment shall be considered in determining whether the Required Banks have requested such resignation) or required by Section 4.4.2 [Replacement of a Lender], in either case of (i) or (ii) by giving not less than upon thirty (30) days' ’ (10 days if an Event of Default has occurred and is continuing) prior written notice to the Lenders (unless such notice is waived by the Required Lenders) and Lead Borrower (unless such notice is waived by Lead Borrower) and without any notice to the Cash Management Banks. If any Agent or the Administrative Agent shall resign resigns under this Agreement, then either (a) the Required Banks Lenders shall appoint from among the Banks Lenders a successor to such Agent or Administrative Agent, as the case may be, agent for the BanksLenders, subject to which appointment of a successor agent shall require the consent of the Borrower, such consent not to be unreasonably withheld Borrower at all times other than during the existence of an Event of Default under Section 8.01(f) or (provided, that, no g) (which consent of the Borrower shall be required during any period when an Event of Default exists and is continuing), or (b) if a successor Agent or Administrative Agent shall not be so appointed and approved within unreasonably withheld or delayed). If, at the thirty (30) day period following an Agent's or time that the Administrative Agent's notice’s resignation is effective, it is acting as an L/C Issuer or the Swing Line Lender, such resignation shall also operate to effectuate its resignation as L/C Issuer or the Swing Line Lender, as the case may beapplicable, and it shall automatically be relieved of any further obligation to issue Letters of Credit, or to make Swing Line Loans. If no successor agent is appointed prior to the Banks effective date of its resignationthe resignation of the Administrative Agent, then the resigning Administrative Agent or resigning Agent, as the case may be, shall appoint, after consulting with the consent of Lenders and the Borrower, such consent not to be unreasonably withheld (provided, that, no consent of the Borrower shall be required during any period when an Event of Default exists and is continuing), a successor who agent, which successor shall be a Bank shall serve as Administrative Agent commercial banking institution organized under the laws of the United States (or Agent, as the case may be, until such time as the Required Banks appoint and the Borrower consents to the appointment any State thereof) or a United States branch or agency of a successor to such resigning Administrative Agent or Agentcommercial banking institution, in each case, having combined capital and surplus of at least $500,000,000. Upon the acceptance of its appointment pursuant to either clause (a) or (b) aboveas successor agent hereunder, such successor Administrative Agent or Agent shall succeed to the rights, powers and duties of the resigning Administrative Agent or Agent, as the case may be, and the terms "Agent" and "Person

Successor Agents. Any The Administrative Agent or may resign as the Administrative Agent (i) may resign as Agent or Administrative Agent, as the case may be or (ii) shall resign if such resignation is requested by the Required Banks (if the Agent or Administrative Agent is a Bank, such Agent's or Administrative Agent's Loans and Commitment shall be considered in determining whether the Required Banks have requested such resignation) or required by Section 4.4.2 [Replacement of a Lender], in either case of (i) or (ii) by giving not less than upon at least thirty (30) days' ’ prior written notice to the Lenders and the Borrower. If any Agent or the Administrative Agent shall resign under this Agreementis in material breach of its obligations hereunder as Administrative Agent, then either (a) the Administrative Agent may be removed as the Administrative Agent at the request of the Required Banks Lenders. If at any time, the Administrative Agent is a Defaulting Lender, the Administrative Agent may be removed as the Administrative Agent hereunder by the Borrower upon fifteen (15) days’ notice to the Lenders. Such removal shall take effect upon the appointment of a successor Administrative Agent as provided below. Upon receipt of any such notice of resignation or upon such removal, the Required Lenders shall appoint from among the Banks Lenders a successor to such Agent or Administrative Agent, as the case may be, agent for the BanksLenders, subject which successor agent shall be (a) a bank with an office in the United States or an Affiliate of any such bank with an office in the United States, and (b) consented to by the consent Borrower at all times other than during the existence of the Borrower, such consent not to be unreasonably withheld an Event of Default under Section 9.01(f) or (provided, that, no g) (which consent of the Borrower shall be required during any period when an Event of Default exists and is continuing), or (b) if a successor Agent or Administrative Agent shall not be so unreasonably withheld or delayed). 710 If no successor agent is appointed and approved within prior to the thirty (30) day period following an Agent's or effective date of the resignation of the Administrative Agent's notice, as the case may be, to the Banks of its resignation, then the resigning retiring Administrative Agent or resigning Agent, as the case may be, shall appoint, after consulting with the Lenders and with the consent of the Borrower, such Borrower (which consent shall not to be unreasonably withheld (providedor delayed, that, no provided that the Borrower’s consent of the Borrower shall not be required during any period when the existence of an Event of Default exists and is continuingunder Section 9.01(f) or (g)), a successor who agent, which shall be a Bank shall serve as Administrative Agent bank with an office in the United States or Agentan Affiliate of any such bank with an office in the United States, as from among the case may be, until such time as the Required Banks appoint and the Borrower consents to the appointment of a successor to such resigning Administrative Agent or Agent. Upon its appointment pursuant to either clause (a) or (b) above, such successor Administrative Agent or Agent shall succeed to the rights, powers and duties of the resigning Administrative Agent or Agent, as the case may be, and the terms "Agent" and "Lenders.

Successor Agents. Any Agent or (a) Each of the Administrative Agent (i) and the Collateral Agent may resign as Agent or Administrative Agentat any time give notice of its resignation to the Lenders, as the case may be or (ii) shall resign if such resignation is requested by the Required Banks (if the Agent or Administrative Agent is a Bank, such Agent's or Administrative Agent's Loans Letter of Credit Issuer and Commitment shall be considered in determining whether the Required Banks have requested such resignation) or required by Section 4.4.2 [Replacement of a Lender], in either case of (i) or (ii) by giving not less than thirty (30) days' prior written notice to the Borrower. If Upon receipt of any Agent or the Administrative Agent shall resign under this Agreementsuch notice of resignation, then either (a) the Required Banks Lenders shall appoint from among have the Banks a successor to such Agent or Administrative Agent, as the case may be, for the Banksright, subject to the consent of the Borrower, such consent Borrower (not to be unreasonably withheld or delayed) so long as no Event of Default under Sections 11.1 or 11.5 is continuing, to appoint a successor, which shall be a bank with an office in the United States, or an Affiliate of any such bank with an office in the United States. If no such successor shall have been so appointed by the Required Lenders and shall have accepted such appointment within 30 days after the retiring Agent gives notice of its resignation (providedthe “Resignation Effective Date”), thatthen the retiring Agent may on behalf of the Lenders, appoint a successor Agent meeting the qualifications set forth above (including receipt of the Borrower’s consent); provided that if the Administrative Agent or the Collateral Agent shall notify the Borrower and the Lenders that no qualifying Person has accepted such appointment, then such resignation shall nonetheless become effective in accordance with such notice. (b) If the Person serving as the Administrative Agent is a Defaulting Lender pursuant to clause (v) of the definition of “Lender Default,” the Required Lenders may to the extent permitted by applicable law, subject to the consent of the Borrower shall be required during any period when an Event of Default exists and is continuing), or (b) if a successor Agent or Administrative Agent shall not be so appointed and approved within the thirty (30) day period following an Agent's or the Administrative Agent's notice, as the case may be, to the Banks of its resignation, then the resigning Administrative Agent or resigning Agent, as the case may be, shall appoint, with the consent of the Borrower, such consent not to be unreasonably withheld or delayed), by notice in writing to the Borrower and such Person remove such Person as the Administrative Agent and, in consultation with the Borrower, appoint a successor. If no such successor shall have been so appointed by the Required Lenders and shall have accepted such appointment within 30 days (providedor such earlier day as shall be agreed by the Required Lenders) (the “Removal Effective Date”), thatthen such removal shall nonetheless become effective in accordance with such notice on the Removal Effective Date. (c) With effect from the Resignation Effective Date or the Removal Effective Date (as applicable), no consent (1) the retiring or removed agent shall be discharged from its duties and obligations hereunder and under the other Credit Documents (except that in the case of any collateral security held by the Collateral Agent on behalf of the Borrower Lenders or the Letter of Credit Issuer under any of the Credit Documents, the retiring or removed Collateral Agent shall be required during any period when an Event of Default exists and is continuing), continue to hold such collateral security as nominee until such time as a successor who shall Collateral Agent is appointed) and (2) all payments, communications and determinations provided to be a Bank shall serve as made by, to or through the retiring or removed Administrative Agent shall instead be made by or Agent, as to each Lender and the case may beLetter of Credit Issuer directly, until such time as the Required Banks Lenders appoint and a successor Agent as provided for above in this paragraph. Upon the Borrower consents to the appointment acceptance of a successor to such resigning successor’s appointment as the Administrative Agent or Agent. Upon its appointment pursuant to either clause (a) or (b) above, such successor Administrative Agent or Agent shall succeed to the rights, powers and duties of the resigning Administrative Agent or Collateral Agent, as the case may be, and the terms "Agent" and "-146-

Successor Agents. Any Agent may resign at any time by giving written notice thereof to the Lender Parties and the Borrower, and any Agent (other than Xxxxx Fargo in its capacity as an Agent) may be removed at any time with or without cause by the Required Lenders (without giving effect to the provision set forth in the definition of “Required Lenders” requiring that there be at least two Lenders that are not Affiliates); provided, however, that any removal of the Administrative Agent will not be effective until (ix) may resign it has also been replaced as Agent or Administrative Collateral Agent, as Swing Line Bank and Issuing Bank and released from all of its obligations in respect thereof and (y) WFB’s Commitment has been terminated, reduced or assigned to other Lenders after the case may be or (ii) shall resign if Third Amendment Effective Date on terms satisfactory to it. Upon any such resignation is requested by or removal, the Required Banks (if Lenders shall have the Agent or Administrative Agent is a Bank, such Agent's or Administrative Agent's Loans and Commitment shall be considered in determining whether the Required Banks have requested such resignation) or required by Section 4.4.2 [Replacement of a Lender], in either case of (i) or (ii) by giving not less than thirty (30) days' prior written notice right to the Borrower. If any Agent or the Administrative Agent shall resign under this Agreement, then either (a) the Required Banks shall appoint from among the Banks a successor to such Agent or Administrative Agent, as the case may be, for the Banks, subject to with the consent of the BorrowerBorrower (not to be unreasonably withheld or delayed). If no successor Agent shall have been so appointed by the Required Xxxxxxx, and shall have accepted such appointment, within 30 days after the retiring Agent’s giving of notice of resignation or the Required Xxxxxxx’ removal of the retiring Agent, then the retiring Agent may, on behalf of the Lender Parties, with the consent of the Borrower (such consent not to be unreasonably withheld (providedor delayed), appoint a successor Agent, which shall be a commercial bank organized under the laws of the United States or of any State thereof and having a combined capital and surplus of at least $250,000,000; provided that, no consent if, such retiring Administrative Agent is unable to find a commercial banking institution which is willing to accept such appointment and which meets the qualifications set forth above, subject to this Section 7.06, the retiring Administrative Agent’s resignation shall nevertheless thereupon become effective and the Required Lenders shall assume and perform all of the Borrower shall be required during duties of the Administrative Agent hereunder until such time, if any, as the Required Xxxxxxx appoint a successor as provided for above. Upon the acceptance of any period when an Event of Default exists and is continuing), or (b) if appointment as Agent hereunder by a successor Agent and, in the case of a successor Xxxxxxxxxx Agent, upon the execution and filing or Administrative Agent shall not be so appointed recording of such financing statements, or amendments thereto, and approved within the thirty (30) day period following an Agent's such other instruments or the Administrative Agent's noticenotices, as the case may bebe necessary or desirable, to the Banks of its resignation, then the resigning Administrative Agent or resigning Agent, as the case may be, shall appoint, with the consent of the Borrower, such consent not to be unreasonably withheld (provided, that, no consent of the Borrower shall be required during any period when an Event of Default exists and is continuing), a successor who shall be a Bank shall serve as Administrative Agent or Agent, as the case may be, until such time as the Required Banks appoint and Lenders may request, in order to continue the Borrower consents perfection of the Liens granted or purported to be granted by the appointment of a successor to such resigning Administrative Agent or Agent. Upon its appointment pursuant to either clause (a) or (b) aboveCollateral Documents, such successor Administrative Agent or Agent shall succeed to and become vested with all the rights, powers powers, discretion, privileges and duties of the resigning Administrative retiring Agent, and the retiring Agent shall be discharged from its duties and obligations under the Loan Documents. If within 45 days after written notice is given of the retiring Agent’s resignation or removal under this Section 7.06 no successor Agent shall have been appointed and shall have accepted such appointment, then on such 45th day (a) the retiring Agent’s resignation or removal shall become effective, (b) the retiring Agent shall thereupon be discharged from its duties and obligations under the Loan Documents and (c) the Required Lenders shall thereafter perform all duties of the retiring Agent under the Loan Documents until such time, if any, as the case may beRequired Lenders appoint a successor Agent as provided above. After any retiring Agent’s resignation or removal hereunder as Agent shall have become effective, and the terms "Agent" and "provisions of this Article VII shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Agent under this Agreement.

Successor Agents. Any Agent Subject to the appointment and acceptance of a successor agent as provided in this paragraph, either of the Agents or the Administrative Paying Agent (i) may resign as at any time by notifying the Lenders, the Issuing Lender, the other Agent or Administrative Agent, as the case may be or (ii) shall resign if such resignation is requested by the Required Banks (if the Agent or Administrative Agent is a Bank, such Agent's or Administrative Agent's Loans and Commitment shall be considered in determining whether the Required Banks have requested such resignation) or required by Section 4.4.2 [Replacement of a Lender], in either case of (i) or (ii) by giving not less than thirty (30) days' prior written notice to the Borrower. If Upon any such resignation by an Agent (or by an Agent and the Administrative Paying Agent), the other Agent shall resign under this Agreementbecome the sole Agent hereunder. Upon any resignation by the remaining Agent, then either (a) the Required Banks Lenders shall have the right to appoint from among the Banks a successor to such Agent or Administrative Agentwith, so long as the case may beno Event of Default has occurred and is continuing, for the Banks, subject to the consent of the Borrower, such consent Borrower (not to be unreasonably withheld or delayed). If no successor shall have been so appointed by the Required Lenders with (provided, that, no if applicable) the consent of the Borrower and shall be required during any period when an Event of Default exists and is continuing), or (b) if a successor have accepted such appointment within 30 days after the retiring Agent or Administrative Agent shall not be so appointed and approved within the thirty (30) day period following an Agent's or the Administrative Agent's notice, as the case may be, to the Banks gives notice of its resignation, then the resigning Administrative retiring Agent or resigning Agentmay, as the case may be, shall appoint, in consultation with the consent of the Borrower, such consent not to be unreasonably withheld (provided, that, no consent on behalf of the Borrower shall be required during any period when an Event of Default exists Lenders and is continuing)the Issuing Lender, appoint a successor who Agent which shall be a Bank shall serve as Administrative Agent bank institution with an office in New York, New York, or Agent, as the case may be, until an Affiliate of any such time as the Required Banks appoint and the Borrower consents to the appointment of a successor to such resigning Administrative Agent or Agentbank. Upon the acceptance of its appointment pursuant to either clause (a) or (b) aboveas Agent hereunder by a successor, such successor Administrative Agent or Agent shall succeed to and become vested with all the rights, powers powers, privileges and duties of the resigning Administrative Agent or retiring Agent, as the case may be, and the terms "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. Any Agent or Each of the Administrative Agent and Collateral Agent may at any time give notice of its resignation to the Lenders, the L/C Issuer and the Borrower. Upon receipt of any such notice of resignation, the Borrower shall have the right, subject to the reasonable consent of the Required Lenders (so long as no Event of Default under Section 7.01(b), (c), (h) (with respect to the Borrower) or (i) may resign as Agent or Administrative Agent, as the case may be or (ii) shall resign if such resignation is requested by the Required Banks (if the Agent or Administrative Agent is a Bank, such Agent's or Administrative Agent's Loans and Commitment shall be considered in determining whether the Required Banks have requested such resignation) or required by Section 4.4.2 [Replacement of a Lender], in either case of (i) or (ii) by giving not less than thirty (30) days' prior written notice with respect to the Borrower) shall have occurred and be continuing, in which case the Required Lenders shall have the right), to appoint a successor, which shall be a bank with an office in the United States, or an Affiliate of any such bank with an office in the United States. If no such successor shall have been so appointed by the Borrower (or the Required Lenders, as applicable) and shall have accepted such appointment within 30 days after the retiring Agent gives notice of its resignation, then the retiring Agent may on behalf of the Lenders and the L/C Issuer, appoint a successor Agent meeting the qualifications set forth above or appeal to a court of competent jurisdiction to appoint a successor Agent; provided that if the retiring Agent shall notify the Borrower and the Lenders that no qualifying person has accepted such appointment, then such resignation shall nonetheless become effective in accordance with such notice and (1) the retiring Agent shall be discharged from its duties and obligations hereunder and under the other Loan Documents (except in the case of the Collateral Agent holding collateral security on behalf of any Secured Parties, the retiring Collateral Agent shall continue to hold such collateral security as nominee until such time as a successor Collateral Agent is appointed) and (2) all payments, communications and determinations provided to be made by, to or through such Agent shall instead be made by or to each Lender and the L/C Issuer directly, until such time as the Borrower (or the Required Lenders, as applicable) appoints a successor Agent as provided for above in this Section 8.09. Upon the acceptance of a successor’s appointment as the Administrative Agent shall resign under this Agreement, then either (a) the Required Banks shall appoint from among the Banks a successor to such Agent or Administrative Collateral Agent, as the case may be, hereunder, such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring (or retired) Agent, and the retiring Agent shall be discharged from all of its duties and obligations hereunder or under the other Loan Documents (if not already discharged therefrom as provided above in this Section 8.09). The fees payable by the Borrower (following the effectiveness of such appointment) to such Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Borrower and such successor. After the retiring Agent’s resignation hereunder and under the other Loan Documents, the provisions of this Article VIII and Section 9.05 shall continue in effect for the Banksbenefit of such retiring Agent, subject its sub-agents and their respective Related Parties in respect of any actions taken or omitted to be taken by any of them while the consent retiring Agent was acting as an Agent. Any resignation by JPMorgan as Administrative Agent pursuant to this Section 8.09 shall also constitute its resignation as L/C Issuer. Upon the acceptance of a successor’s appointment as Administrative Agent hereunder, (a) such successor shall succeed to and become vested with all of the Borrowerrights, such consent not to be unreasonably withheld (providedpowers, that, no consent privileges and duties of the Borrower shall be required during any period when an Event of Default exists and is continuing)retiring L/C Issuer, or (b) the retiring L/C Issuer shall be discharged from all of their respective duties and obligations hereunder or under the other Loan Documents, and (c) the successor L/C Issuer shall issue letters of credit in substitution for the Letters of Credit, if a successor any, outstanding at the time of such succession or make other arrangements satisfactory to the retiring L/C Issuer to effectively assume the obligations of the retiring L/C Issuer with respect to such Letters of Credit. Any corporation or other entity into which the Collateral Agent may be merged or Administrative converted or with which it may be consolidated, or any corporation or other entity resulting from any merger, conversion or consolidation to which the Collateral Agent shall not be so appointed and approved within a party, or any corporation or other entity succeeding to all or substantially all of the thirty (30) day period following an corporate trust business of the Collateral Agent's or , shall be the Administrative Agent's notice, as the case may be, successor to the Banks of its resignation, then the resigning Administrative Agent or resigning Collateral Agent, as the case may be, shall appoint, with hereunder without the consent execution or filing of any paper or any further act on the part of any of the Borrower, parties hereto; provided that such consent not to be unreasonably withheld (provided, that, no consent of the Borrower shall be required during any period when an Event of Default exists and is continuing), a successor who shall be a Bank shall serve as Administrative Agent bank with an office in the United States or Agent, as an Affiliate of any such bank with an office in the case may be, until such time as the Required Banks appoint and the Borrower consents to the appointment of a successor to such resigning Administrative Agent or Agent. Upon its appointment pursuant to either clause (a) or (b) above, such successor Administrative Agent or Agent shall succeed to the rights, powers and duties of the resigning Administrative Agent or Agent, as the case may be, and the terms "Agent" and "United States.

Successor Agents. Any Agent or the Administrative Agent (i) may resign as Agent or Administrative Agent, as the case may be or (ii) shall resign if such resignation is requested by the Required Banks (if the Agent or Administrative Agent is a Bank, such Agent's or Administrative Agent's Loans and Commitment shall be considered in determining whether the Required Banks have requested such resignation) or required by Section 4.4.2 [Replacement of a Lender], in either case of (i) or (ii) by giving not less than thirty (30) days' prior written notice to the Borrower. If any Agent or the Administrative Agent shall resign under this Agreement, then either (a) The Administrative Agent may at any time give notice of its resignation to the Lenders and the Borrowers (with a copy to the Collateral Administrator and the Master Collateral Agent). Upon receipt of any such notice of resignation, the Required Banks Lenders shall appoint from among have the Banks a successor to such Agent or Administrative Agentright, as the case may be, for the Banks, subject to with the consent (provided no Event of Default has occurred and is continuing) of the Borrower, Borrowers (such consent not to be unreasonably withheld (providedor delayed), thatto appoint a successor, no consent of the Borrower which shall be required during any period when a bank with an Event of Default exists and is continuing)office in the United States, or (b) if a an Affiliate of any such bank with an office in the United States. If no such successor Agent or Administrative Agent shall not be have been so appointed by the Required Lenders and approved shall have accepted such appointment within the thirty (30) day period following an Agent's or days after the retiring Administrative Agent's notice, as the case may be, to the Banks Agent gives notice of its resignation, then resignation (or such earlier day as shall be agreed by the resigning Administrative Agent or resigning Agent, as the case may be, shall appoint, Required Lenders with the consent of the Borrower, Borrowers (such consent not to be unreasonably withheld or delayed)) (providedthe “Resignation Effective Date”), thatthen the retiring Administrative Agent may (but shall not be obligated to), no consent in consultation with the Borrowers, on behalf of the Borrower Lenders, appoint a successor Administrative Agent meeting the qualifications set forth above. For the avoidance of doubt, whether or not a successor Administrative Agent has been appointed, the retiring Administrative Agent’s resignation shall nonetheless become effective in accordance with such notice of resignation on the Resignation Effective Date. With effect from the Resignation Effective Date, (a) the retiring Administrative Agent shall be required during discharged from its duties and obligations hereunder and under the other Loan Documents and (b) except for any period when an Event of Default exists indemnity payments owed to the retiring Administrative Agent, all payments, communications and is continuing)determinations provided to be made by, to or through the Administrative Agent shall instead be made by or to each Lender directly, until such time, if any, as the Required Lenders appoint a successor who shall be Administrative Agent as provided for above. Upon the acceptance of a Bank shall serve successor’s appointment as Administrative Agent or Agent, as the case may be, until such time as the Required Banks appoint and the Borrower consents to the appointment of a successor to such resigning Administrative Agent or Agent. Upon its appointment pursuant to either clause (a) or (b) abovehereunder, such successor Administrative Agent or Agent shall succeed to and become vested with all of the rights, powers powers, privileges and duties of the resigning retiring Administrative Agent or (other than any rights to indemnity payments owed to the retiring Administrative Agent, as the case may be), and the terms "retiring Administrative Agent shall be discharged from all of its duties and obligations hereunder or under the other Loan Documents. The fees payable by the Borrowers to a successor Administrative Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Borrowers and such successor. After the retiring Administrative Agent" ’s resignation hereunder and "under the other Loan Documents, the provisions of this Article 8 and Section 10.04 shall continue in effect for the benefit of such retiring Administrative Agent, its sub-agents and 171 their respective Related Parties in respect of any actions taken or omitted to be taken by any of them while the retiring Administrative Agent was acting as the Administrative Agent.

Successor Agents. Any Agent may resign at any time by giving written notice thereof to the Lender Parties and the Borrower, and any Agent (other than Xxxxx Fargo in its capacity as an Agent) may be removed at any time with or without cause by the Required Lenders (without giving effect to the provision set forth in the definition of “Required Lenders” requiring that there be at least two Lenders that are not Affiliates); provided, however, that any removal of the Administrative Agent will not be effective until (ix) may resign it has also been replaced as Agent or Administrative Collateral Agent, as Swing Line Bank and Issuing Bank and released from all of its obligations in respect thereof and (y) WFB’s Commitment has been terminated, reduced or assigned to other Lenders after the case may be or (ii) shall resign if SecondThird Amendment Effective Date on terms satisfactory to it. Upon any such resignation is requested by or removal, the Required Banks (if Lenders shall have the Agent or Administrative Agent is a Bank, such Agent's or Administrative Agent's Loans and Commitment shall be considered in determining whether the Required Banks have requested such resignation) or required by Section 4.4.2 [Replacement of a Lender], in either case of (i) or (ii) by giving not less than thirty (30) days' prior written notice right to the Borrower. If any Agent or the Administrative Agent shall resign under this Agreement, then either (a) the Required Banks shall appoint from among the Banks a successor to such Agent or Administrative Agent, as the case may be, for the Banks, subject to with the consent of the BorrowerBorrower (not to be unreasonably withheld or delayed). If no successor Agent shall have been so appointed by the Required Xxxxxxx, and shall have accepted such appointment, within 30 days after the retiring Agent’s giving of notice of resignation or the Required Xxxxxxx’ removal of the retiring Agent, then the retiring Agent may, on behalf of the Lender Parties, with the consent of the Borrower (such consent not to be unreasonably withheld (providedor delayed), appoint a successor Agent, which shall be a commercial bank organized under the laws of the United States or of any State thereof and having a combined capital and surplus of at least $250,000,000; provided that, no consent if, such retiring Administrative Agent is unable to find a commercial banking institution which is willing to accept such appointment and which meets the qualifications set forth above, subject to this Section 7.06, the retiring Administrative Agent’s resignation shall nevertheless thereupon become effective and the Required Lenders shall assume and perform all of the Borrower shall be required during duties of the Administrative Agent hereunder until such time, if any, as the Required Lenders appoint a successor as provided for above. Upon the acceptance of any period when an Event of Default exists and is continuing), or (b) if appointment as Agent hereunder by a successor Agent and, in the case of a successor Collateral Agent, upon the execution and filing or Administrative Agent shall not be so appointed recording of such financing statements, or amendments thereto, and approved within the thirty (30) day period following an Agent's such other instruments or the Administrative Agent's noticenotices, as the case may bebe necessary or desirable, to the Banks of its resignation, then the resigning Administrative Agent or resigning Agent, as the case may be, shall appoint, with the consent of the Borrower, such consent not to be unreasonably withheld (provided, that, no consent of the Borrower shall be required during any period when an Event of Default exists and is continuing), a successor who shall be a Bank shall serve as Administrative Agent or Agent, as the case may be, until such time as the Required Banks appoint and Lenders may request, in order to continue the Borrower consents perfection of the Liens granted or purported to be granted by the appointment of a successor to such resigning Administrative Agent or Agent. Upon its appointment pursuant to either clause (a) or (b) aboveCollateral Documents, such successor Administrative Agent or Agent shall succeed to and become vested with all the rights, powers powers, discretion, privileges and duties of the resigning Administrative retiring Agent, and the retiring Agent shall be discharged from its duties and obligations under the Loan Documents. If within 45 days after written notice is given of the retiring Agent’s resignation or removal under this Section 7.06 no successor Agent shall have been appointed and shall have accepted such appointment, then on such 45th day (a) the retiring Agent’s resignation or removal shall become effective, (b) the retiring Agent shall thereupon be discharged from its duties and obligations under the Loan Documents and (c) the Required Lenders shall thereafter perform all duties of the retiring Agent under the Loan Documents until such time, if any, as the case may beRequired Lenders appoint a successor Agent as provided above. After any retiring Agent’s resignation or removal hereunder as Agent shall have become effective, and the terms "Agent" and "provisions of this Article VII shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Agent under this Agreement.

Successor Agents. Any Agent or the The Administrative Agent (i) may resign as Agent or Administrative Agentresign, as the case may be or (ii) shall resign if such resignation is requested by the Required Banks (if the Agent or Administrative Agent is a Bank, such Agent's or Administrative Agent's Loans and Commitment shall be considered in determining whether the Required Banks have requested such resignation) or required by Section 4.4.2 [Replacement of a Lender], in either case of (i) or (ii) by giving not less than thirty (30) days' upon 30 days prior written notice to the Lenders, each L/C Issuer and the Borrower. If Upon receipt of any Agent or the Administrative Agent shall resign under this Agreementsuch notice of resignation, then either (a) the Required Banks Lenders shall have the right, in consultation with the Borrower, to appoint from among a successor, which shall be a bank with an office in the Banks United States, or an Affiliate of any such bank with an office in the United States, which appointment of a successor to such Agent or Administrative Agent, as the case may be, for the Banks, subject to agent shall require the consent of the Borrower, such consent not to be unreasonably withheld Borrower (provided, that, no consent except during the existence of the Borrower shall be required during any period when an Event of Default exists and is continuingunder Section 8.01(f) or (g)), or (b) if a successor Agent or Administrative Agent which consent shall not be unreasonably withheld or delayed. If no such successor shall have been so appointed by the Required Lenders and approved shall have accepted such appointment within 30 days after the thirty (30) day period following an Agent's or the retiring Administrative Agent's notice, as the case may be, to the Banks Agent gives notice of its resignation, then the resigning retiring Administrative Agent may (but shall not be obligated to) on behalf of the Lenders and the L/C Issuers (without the consent of any of the Lenders or resigning Agent, as the case may be, shall appoint, L/C Issuers but with the consent of the Borrower, such consent not to be unreasonably withheld Borrower (provided, that, no consent except during the existence of the Borrower shall be required during any period when an Event of Default exists and is continuingunder Section 8.01(f) or (g)), which consent shall not be unreasonably withheld or delayed), appoint a successor who Administrative Agent meeting the qualifications set forth above, provided that in no event shall such successor Administrative Agent be a Defaulting Lender or Disqualified Lxxxxx; provided that if the Administrative Agent shall notify the Borrower and the Lenders that no qualifying Person has accepted such appointment, then such resignation shall nonetheless become effective in accordance with such notice and (i) the retiring Administrative Agent shall be a Bank shall serve as discharged from its duties and obligations hereunder and under the other Loan Documents (except that in the case of any collateral security held by the Administrative Agent on behalf of the Lenders or Agentany L/C Issuer under any of the Loan Documents, the retiring Administrative Agent shall continue to hold such collateral security until such time as a successor Administrative Agent is appointed); (ii) all payments, communications and determinations provided to be made by, to or through the case may beAdministrative Agent shall instead be made by or to each Lender and the L/C Issuer directly, until such time as the Required Banks Lenders appoint a successor Administrative Agent as provided for above in this Section and (iii) the Borrower and the Borrower consents Lenders agree that in no event shall the retiring Administrative Agent and Collateral Agent or any of their respective Affiliates or any of their respective officers, directors, employees, agents, advisors, partners, trustees or representatives have any liability to the appointment Loan Parties, any Lender or any other Person or entity for damages of any kind, including, without limitation, direct or indirect, special, incidental or consequential damages, losses or expenses (whether in tort, contract or otherwise) arising out of the failure of a successor to such resigning Administrative Agent or Agent. Upon its appointment pursuant to either clause (a) or (b) above, such successor Administrative Agent or Collateral Agent to be appointed and to accept such appointment. Upon the acceptance of a successor’s appointment as Administrative Agent hereunder, such successor shall succeed to and become vested with all of the rights, powers powers, privileges and duties of the resigning retiring (or retired) Administrative Agent or Agent, as the case may be, and the terms "retiring Administrative Agent shall be discharged from all of its duties and obligations hereunder or under the other Loan Documents (if not already discharged therefrom as provided above in this Section 9.09). The fees payable by the Borrower to a successor Administrative Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Borrower and such successor. After the retiring Administrative Agent" ’s resignation hereunder and "under the other Loan Documents, the provisions of this Article 9 and Sections 10.04 and 10.05 shall continue in effect for the benefit of such retiring Administrative Agent, its sub-agents and their respective Related Parties in respect of any actions taken or omitted to be taken by any of them (i) while the retiring or removed Administrative Agent was acting as Administrative Agent and (ii) after such resignation or removal for as long as any of them continues to act in any capacity hereunder or under the other Loan Documents, including (a) acting as collateral agent or otherwise holding any collateral security on behalf of any of the Lenders and (b) in respect of any actions taken in connection with transferring the agency to any successor Administrative Agent.

Successor Agents. Any Agent or the (a) The Administrative Agent (i) may resign as Agent at any time give notice of its resignation to the Lenders, the L/C Issuer and the Borrower. Upon receipt of any such notice of resignation, the Required Lenders shall have the right, to appoint a successor, which shall be a bank with an office in the United States, or Administrative Agentan Affiliate of any such bank with an office in the United States, as the case may which successor agent shall be or (ii) shall resign if such resignation is requested consented to by the Required Banks (if Borrower at all times other than during the Agent or Administrative Agent is a Bank, such Agent's or Administrative Agent's Loans and Commitment shall be considered in determining whether the Required Banks have requested such resignation) or required by existence of an Event of Default under Section 4.4.2 [Replacement of a Lender], in either case of (i8.01(f) or (iig) by giving not less than thirty (30) days' prior written notice with respect to the Borrower. If any Agent or the Administrative Agent shall resign under this Agreement, then either ) (a) the Required Banks shall appoint from among the Banks a successor to such Agent or Administrative Agent, as the case may be, for the Banks, subject to the consent of the Borrower, such consent not to be unreasonably withheld (provided, that, no which consent of the Borrower shall not be required unreasonably withheld or delayed). If no such successor shall have been so appointed by the Required Lenders and shall have accepted such appointment within 30 days after the retiring Administrative Agent gives notice of its resignation (or such earlier day as shall be agreed by the Required Lenders) (the “Resignation Effective Date”), then the retiring Administrative Agent may (but shall not be obligated to) on behalf of the Lenders and the L/C Issuer, appoint a successor Administrative Agent, which successor agent shall be consented to by the Borrower at all times other than during any period when the existence of an Event of Default exists under Section 8.01(f) and is continuing), or (bg) if a successor Agent or Administrative Agent shall not be so appointed and approved within the thirty (30) day period following an Agent's or the Administrative Agent's notice, as the case may be, to the Banks of its resignation, then the resigning Administrative Agent or resigning Agent, as the case may be, shall appoint, with the consent of the Borrower, such consent not to be unreasonably withheld (provided, that, no which consent of the Borrower shall not be required during any period when an Event of Default exists and is continuingunreasonably withheld or delayed), a successor who meeting the qualifications set forth above; provided that in no event shall be a Bank shall serve as Administrative Agent or Agent, as the case may be, until such time as the Required Banks appoint and the Borrower consents to the appointment of a successor to such resigning Administrative Agent or Agent. Upon its appointment pursuant to either clause (a) or (b) above, any such successor Administrative Agent be a 161 Defaulting Lender. Whether or Agent not a successor has been appointed, such resignation shall succeed to become effective in accordance with such notice on the rights, powers and duties of the resigning Administrative Agent or Agent, as the case may be, and the terms "Agent" and "Resignation Effective Date.

Successor Agents. Any Agent or the The Administrative Agent (i) may resign as Agent or Administrative Agentresign, as the case may be or (ii) shall resign if such resignation is requested by the Required Banks (if the Agent or Administrative Agent is a Bank, such Agent's or Administrative Agent's Loans and Commitment shall be considered in determining whether the Required Banks have requested such resignation) or required by Section 4.4.2 [Replacement of a Lender], in either case of (i) or (ii) by giving not less than thirty (30) days' upon 30 days prior written notice to the Lenders, each L/C Issuer and the Borrower. If Upon receipt of any Agent or the Administrative Agent shall resign under this Agreementsuch notice of resignation, then either (a) the Required Banks Lenders shall have the right, in consultation with the Borrower, to appoint from among a successor, which shall be a bank with an office in the Banks United States, or an Affiliate of any such bank with an office in the United States, which appointment of a successor to such Agent or Administrative Agent, as the case may be, for the Banks, subject to agent shall require the consent of the Borrower, such consent not to be unreasonably withheld Borrower (provided, that, no consent except during the existence of the Borrower shall be required during any period when an Event of Default exists and is continuingunder Section 8.01(f) or (g)), or (b) if a successor Agent or Administrative Agent which consent shall not be unreasonably withheld or delayed. If no such successor shall have been so appointed by the Required Lenders and approved shall have accepted such appointment within 30 days after the thirty (30) day period following an Agent's or the retiring Administrative Agent's notice, as the case may be, to the Banks Agent gives notice of its resignation, then the resigning retiring Administrative Agent may on behalf of the Lenders and the L/C Issuers (without the consent of any of the Lenders or resigning Agent, as the case may be, shall appoint, L/C Issuers but with the consent of the Borrower, such consent not to be unreasonably withheld Borrower (provided, that, no consent except during the existence of the Borrower shall be required during any period when an Event of Default exists and is continuingunder Section 8.01(f) or (g)), which consent shall not be unreasonably withheld or delayed), appoint a successor who Administrative Agent meeting the qualifications set forth above; provided that in no event shall any such successor Administrative Agent be a Defaulting Lender; provided, further, that if the Administrative Agent shall notify the Borrower and the Lenders that no qualifying Person has accepted such appointment, then such resignation shall nonetheless become effective in accordance with such notice and (i) the retiring Administrative Agent shall be a Bank shall serve as discharged from its duties and obligations hereunder and under the other Loan Documents (except that in the case of any collateral security held by the Administrative Agent on behalf of the Lenders or Agentany L/C Issuer under any of the Loan Documents, the retiring Administrative Agent shall continue to hold such collateral security until such time as a successor Administrative Agent is appointed); (ii) all payments, communications and determinations provided to be made by, to or through the case may beAdministrative Agent shall instead be made by or to each Lender and the L/C Issuer directly, until such time as the Required Banks Lenders appoint a successor Administrative Agent as provided for above in this Section and (iii) the Borrower and the Borrower consents Lenders agree that in no event shall the retiring Administrative Agent and Collateral Agent or any of their respective Affiliates or any of their respective officers, directors, employees, agents advisors or representatives have any liability to the appointment Loan Parties, any Lender or any other Person or entity for damages of any kind, including, without limitation, direct or indirect, special, incidental or consequential damages, losses or expenses (whether in tort, contract or otherwise) arising out of the failure of a successor to such resigning Administrative Agent or Agent. Upon its appointment pursuant to either clause (a) or (b) above, such successor Administrative Agent or Collateral Agent to be appointed and to accept such appointment. Upon the acceptance of a successor’s appointment as Administrative Agent hereunder, such successor shall succeed to and become vested with all of the rights, powers powers, privileges and duties of the resigning retiring (or retired) Administrative Agent or Agent, as the case may be, and the terms "retiring Administrative Agent shall be discharged from all of its duties and obligations hereunder or under the other Loan Documents (if not already discharged therefrom as provided above in this Section 9.09). The fees payable by the Borrower to a successor Administrative Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Borrower and such successor. After the retiring Administrative Agent" ’s resignation hereunder and "under the other Loan Documents, the provisions of this Article IX and Sections 10.04 and 10.05 shall continue in effect for the benefit of such retiring Administrative 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 (i) the retiring Administrative Agent was acting as Administrative Agent and (ii) after such resignation or removal for as long as any of them continues to act in any capacity hereunder or under the other Loan Documents, including (a) acting as collateral agent or otherwise holding any collateral security on behalf of any of the Lenders and (b) in respect of any actions taken in connection with transferring the agency to any successor Administrative Agent.

Successor Agents. Any Agent or the (a) The Administrative Agent (i) may resign as Agent at any time give notice of its resignation to the Lenders, the L/C Issuer and the Borrower. Upon receipt of any such notice of resignation, the Required Lenders shall have the right, to appoint a successor, which shall be a bank with an office in the United States, or Administrative Agentan Affiliate of any such bank with an office in the United States, as the case may which successor agent shall be or (ii) shall resign if such resignation is requested consented to by the Required Banks (if Borrower at all times other than during the Agent or Administrative Agent is a Bank, such Agent's or Administrative Agent's Loans and Commitment shall be considered in determining whether the Required Banks have requested such resignationexistence of an Event of Default under ‎Section 8.01(f) or required by Section 4.4.2 [Replacement of a Lender], in either case of ‎(g) (i) or (ii) by giving not less than thirty (30) days' prior written notice with respect to the Borrower. If any Agent or the Administrative Agent shall resign under this Agreement, then either ) (a) the Required Banks shall appoint from among the Banks a successor to such Agent or Administrative Agent, as the case may be, for the Banks, subject to the consent of the Borrower, such consent not to be unreasonably withheld (provided, that, no which consent of the Borrower shall not be required unreasonably withheld or delayed). If no such successor shall have been so appointed by the Required Lenders and shall have accepted such appointment within 30 days after the retiring Administrative Agent gives notice of its resignation (or such earlier day as shall be agreed by the Required Lenders) (the “Resignation Effective Date”), then the retiring Administrative Agent may (but shall not be obligated to) on behalf of the Lenders and the L/C Issuer, appoint a successor Administrative Agent, which successor agent shall be consented to by the Borrower at all times other than during any period when the existence of an Event of Default exists under ‎Section 8.01(f) and is continuing), or ‎(g) (b) if a successor Agent or Administrative Agent shall not be so appointed and approved within the thirty (30) day period following an Agent's or the Administrative Agent's notice, as the case may be, to the Banks of its resignation, then the resigning Administrative Agent or resigning Agent, as the case may be, shall appoint, with the consent of the Borrower, such consent not to be unreasonably withheld (provided, that, no which consent of the Borrower shall not be required during any period when an Event of Default exists and is continuingunreasonably withheld or delayed), a successor who meeting the qualifications set forth above; provided that in no event shall be a Bank shall serve as Administrative Agent or Agent, as the case may be, until such time as the Required Banks appoint and the Borrower consents to the appointment of a successor to such resigning Administrative Agent or Agent. Upon its appointment pursuant to either clause (a) or (b) above, any such successor Administrative Agent be a Defaulting Lender. Whether or Agent not a successor has been appointed, such resignation shall succeed to become effective in accordance with such notice on the rights, powers and duties of the resigning Administrative Agent or Agent, as the case may be, and the terms "Agent" and "Resignation Effective Date.

Successor Agents. Any Agent or the Administrative Agent (i) may resign as Agent or Administrative Agent, as the case may be or (ii) shall resign if such resignation is requested by the Required Banks (if the Agent or Administrative Agent is a Bank, such Agent's or Administrative Agent's Loans and Commitment shall be considered in determining whether the Required Banks have requested such resignation) or required by Section 4.4.2 [Replacement of a Lender], in either case of (i) or (ii) by giving not less than thirty (30) days' prior written notice to the Borrower. If any Agent or the Administrative Agent shall resign under this Agreement, then either (a) The Administrative Agent may at any time give notice of its resignation to the Lenders and the Borrowers (with a copy to the Collateral Administrator and the Master Collateral Agent). Upon receipt of any such notice of resignation, the Required Banks Lenders shall appoint from among have the Banks a successor to such Agent or Administrative Agentright, as the case may be, for the Banks, subject to with the consent (provided no Event of Default has occurred and is continuing) of the Borrower, Borrowers (such consent not to be unreasonably withheld (providedor delayed), thatto appoint a successor, no consent of the Borrower which shall be required during any period when a bank with an Event of Default exists and is continuing)office in the United States, or (b) if a an Affiliate of any such bank with an office in the United States. If no such successor Agent or Administrative Agent shall not be have been so appointed by the Required Lenders and approved shall have accepted such appointment within the thirty (30) day period following an Agent's or days after the retiring Administrative Agent's notice, as the case may be, to the Banks Agent gives notice of its resignation, then resignation (or such earlier day as shall be agreed by the resigning Administrative Agent or resigning Agent, as the case may be, shall appoint, Required Lenders with the consent of the Borrower, Borrowers (such consent not to be unreasonably withheld or delayed)) (providedthe “Resignation Effective Date”), thatthen the retiring Administrative Agent may (but shall not be obligated to), no consent in consultation with the Borrowers, on behalf of the Borrower Lenders, appoint a successor Administrative Agent meeting the qualifications set forth above. For the avoidance of doubt, whether or not a successor Administrative Agent has been appointed, the retiring Administrative Agent’s resignation shall nonetheless become effective in accordance with such notice of resignation on the Resignation Effective Date. With effect from the Resignation Effective Date, (a) the retiring Administrative Agent shall be required during discharged from its duties and obligations hereunder and under the other Loan Documents and (b) except for any period when an Event of Default exists indemnity payments owed to the retiring Administrative Agent, all payments, communications and is continuing)determinations provided to be made by, to or through the Administrative Agent shall instead be made by or to each Lender directly, until such time, if any, as the Required Lenders appoint a successor who shall be Administrative Agent as provided for above. Upon the acceptance of a Bank shall serve successor’s appointment as Administrative Agent or Agent, as the case may be, until such time as the Required Banks appoint and the Borrower consents to the appointment of a successor to such resigning Administrative Agent or Agent. Upon its appointment pursuant to either clause (a) or (b) abovehereunder, such successor Administrative Agent or Agent shall succeed to and become vested with all of the rights, powers powers, privileges and duties of the resigning retiring Administrative Agent or (other than any rights to indemnity payments owed to the retiring Administrative Agent, as the case may be), and the terms "retiring Administrative Agent shall be discharged from all of its duties and obligations hereunder or under the other Loan Documents. The fees payable by the Borrowers to a successor Administrative Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Borrowers and such successor. After the retiring Administrative Agent" ’s resignation hereunder and "under the other Loan Documents, the provisions of this Article 8 and ‎Section 10.04 shall continue in effect for the benefit of such retiring Administrative 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 the retiring Administrative Agent was acting as the Administrative Agent.

Successor Agents. Any Agent may resign at any time by giving written notice thereof to the Lender Parties and the Borrower, and any Agent (other than Xxxxx Fargo in its capacity as an Agent) may be removed at any time with or without cause by the Required Lenders (without giving effect to the provision set forth in the definition of “Required Lenders” requiring that there be at least two Lenders that are not Affiliates); provided, however, that any removal of the Administrative Agent will not be effective until (ix) may resign it has also been replaced as Agent or Administrative Collateral Agent, as Swing Line Bank and Issuing Bank and released from all of its obligations in respect thereof and (y) WFB’s Commitment has been terminated, reduced or assigned to other Lenders after the case may be or (ii) shall resign if FirstSecond Amendment Effective Date on terms satisfactory to it. Upon any such resignation is requested by or removal, the Required Banks (if Lenders shall have the Agent or Administrative Agent is a Bank, such Agent's or Administrative Agent's Loans and Commitment shall be considered in determining whether the Required Banks have requested such resignation) or required by Section 4.4.2 [Replacement of a Lender], in either case of (i) or (ii) by giving not less than thirty (30) days' prior written notice right to the Borrower. If any Agent or the Administrative Agent shall resign under this Agreement, then either (a) the Required Banks shall appoint from among the Banks a successor to such Agent or Administrative Agent, as the case may be, for the Banks, subject to with the consent of the BorrowerBorrower (not to be unreasonably withheld or delayed). If no successor Agent shall have been so appointed by the Required Lenders, and shall have accepted such appointment, within 30 days after the retiring Agent’s giving of notice of resignation or the Required Lenders’ removal of the retiring Agent, then the retiring Agent may, on behalf of the Lender Parties, with the consent of the Borrower (such consent not to be unreasonably withheld (providedor delayed), appoint a successor Agent, which shall be a commercial bank organized under the laws of the United States or of any State thereof and having a combined capital and surplus of at least $250,000,000; provided that, no consent if, such retiring Administrative Agent is unable to find a commercial banking institution which is willing to accept such appointment and which meets the qualifications set forth above, subject to this Section 7.06, the retiring Administrative Agent’s resignation shall nevertheless thereupon become effective and the Required Lenders shall assume and perform all of the Borrower shall be required during duties of the Administrative Agent hereunder until such time, if any, as the Required Lenders appoint a successor as provided for above. Upon the acceptance of any period when an Event of Default exists and is continuing), or (b) if appointment as Agent hereunder by a successor Agent and, in the case of a successor Collateral Agent, upon the execution and filing or Administrative Agent shall not be so appointed recording of such financing statements, or amendments thereto, and approved within the thirty (30) day period following an Agent's such other instruments or the Administrative Agent's noticenotices, as the case may bebe necessary or desirable, to the Banks of its resignation, then the resigning Administrative Agent or resigning Agent, as the case may be, shall appoint, with the consent of the Borrower, such consent not to be unreasonably withheld (provided, that, no consent of the Borrower shall be required during any period when an Event of Default exists and is continuing), a successor who shall be a Bank shall serve as Administrative Agent or Agent, as the case may be, until such time as the Required Banks appoint and Lenders may request, in order to continue the Borrower consents perfection of the Liens granted or purported to be granted by the appointment of a successor to such resigning Administrative Agent or Agent. Upon its appointment pursuant to either clause (a) or (b) aboveCollateral Documents, such successor Administrative Agent or Agent shall succeed to and become vested with all the rights, powers powers, discretion, privileges and duties of the resigning Administrative retiring Agent, and the retiring Agent shall be discharged from its duties and obligations under the Loan Documents. If within 45 days after written notice is given of the retiring Agent’s resignation or removal under this Section 7.06 no successor Agent shall have been appointed and shall have accepted such appointment, then on such 45th day (a) the retiring Agent’s resignation or removal shall become effective, (b) the retiring Agent shall thereupon be discharged from its duties and obligations under the Loan Documents and (c) the Required Lenders shall thereafter perform all duties of the retiring Agent under the Loan Documents until such time, if any, as the case may beRequired Lenders appoint a successor Agent as provided above. After any retiring Agent’s resignation or removal hereunder as Agent shall have become effective, and the terms "Agent" and "provisions of this Article VII shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Agent under this Agreement.

Successor Agents. Any Agent or the The Administrative Agent (i) may resign as Agent or Administrative Agent, as the case may be or (ii) shall resign if such resignation is requested by the Required Banks (if the Agent or Administrative Agent is a Bank, such Agent's or Administrative Agent's Loans and Commitment shall be considered in determining whether the Required Banks have requested such resignation) or required by Section 4.4.2 [Replacement of a Lender], in either case of (i) or (ii) by giving not less than thirty (30) upon 30 days' prior written ’ notice to the Lenders, the Issuing Lenders and the Borrower. If Upon receipt of any Agent or the Administrative Agent shall resign under this Agreementsuch notice of resignation, then either (a) the Required Banks Lenders shall appoint from among the Banks Lenders a successor to such Agent or Administrative Agent, as the case agent (which may be, for the Banks, subject to the consent be an Affiliate of the Borrower, such consent not to be unreasonably withheld (provided, that, no consent of the Borrower shall be required during any period when an Event of Default exists and is continuing), or (b) if a successor Agent or Administrative Agent shall Lender but may not be so appointed and approved within the thirty (30) day period following an Agent's or the Administrative Agent's notice, as the case may be, to the Banks of its resignation, then the resigning Administrative Agent or resigning Agent, as the case may be, shall appointa Disqualified Institution), with the consent of the Borrower, such Borrower at all times other than during the existence of an Event of Default (which consent shall not to be unreasonably withheld or delayed). If no such successor shall have been so appointed by the Required Lenders (providedwith, thatso long as no Event of Default has occurred and is then continuing, no the consent of the Borrower (which consent shall not be required unreasonably withheld or delayed)) and shall have accepted such appointment prior to the effective date of the resignation of the Administrative Agent, then the Administrative Agent may (but shall not be obligated to), on behalf of the Lenders and the Issuing Lenders, appoint a successor Administrative Agent meeting the qualifications set forth above (including, without limitation, the consent of the Borrower at all times other than during any period when the existence of an Event of Default exists and is continuing(which consent shall not be unreasonably withheld or delayed), ). Whether or not a successor who has been appointed, such resignation shall become effective in accordance with such notice on such effective date, where (i) the retiring Administrative Agent shall be a Bank shall serve as discharged from its duties and obligations hereunder and under the other Loan Documents (except that in the case of any collateral security held by the Administrative Agent on behalf of the Lenders or Agentthe Issuing Lenders under any of the Loan Documents, as the case retiring Administrative Agent may be, (but shall not be obligated to) continue to hold such collateral security until such time as a successor Administrative Agent is appointed) and (ii) all payments, communications and determinations provided to be made by, to or through the Administrative Agent shall instead be made by or to each Lender and Issuing Lender directly, until such time, if any, as the Required Banks Lenders appoint and a successor Administrative Agent as provided for above. Upon the Borrower consents to the appointment acceptance of a successor to such resigning successor’s appointment as Administrative Agent or Agent. Upon its appointment pursuant to either clause (a) or (b) abovehereunder, such successor Administrative Agent or Agent shall succeed to and become vested with all of the rights, powers powers, privileges and duties of the resigning retiring Administrative Agent or Agent, as the case may be, and the terms "retiring Administrative Agent shall be discharged from all of its duties and obligations hereunder or under the other Loan Documents. The fees payable by the Borrower to a successor Administrative Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Borrower and such successor. After the retiring Administrative Agent" ’s resignation hereunder and "under the other Loan Documents, the provisions of this Section and Section 9.3 shall continue in effect for the benefit of such retiring Administrative 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 the retiring Administrative Agent was acting as Administrative Agent. If the Person serving as Administrative Agent is a Defaulting Lender pursuant to clause (d) of the definition thereof, the Required Lenders may, to the extent permitted by applicable law, by notice in writing to the Borrower and such Person remove such Person as Administrative Agent and, with the consent of the Borrower at all times other than during the existence of an Event of Default (which consent shall not be unreasonably withheld or delayed), appoint a successor; provided, however, that the occurrence of any event specified in clause (d) of the definition of Defaulting Lender with respect to any direct or indirect parent entity of JPMorgan Chase Bank, N.A., shall not give rise to the Required Lenders having the ability to remove JPMorgan Chase Bank, N.A., as Administrative Agent hereunder pursuant to this sentence. If no such successor shall have been so appointed by the Required Lenders and shall have accepted such appointment within 30 days (or such earlier day as shall be agreed by the Required Lenders) (the “Removal Effective Date”), then such removal shall nonetheless become effective in accordance with such notice on the Removal Effective Date.

Successor Agents. Any Agent or the Administrative Agent (i) The Administrative Agent may resign as Agent at any time give notice of its resignation to the Lenders, the L/C Issuer and the Borrower. Upon receipt of any such notice of resignation, the Required Lenders shall have the right, to appoint a successor, which shall be a bank with an office in the United States, or Administrative Agentan Affiliate of any such bank with an office in the United States, as the case may which successor agent shall be or (ii) shall resign if such resignation is requested consented to by the Required Banks (if Borrower at all times other than during the Agent or Administrative Agent is a Bank, such Agent's or Administrative Agent's Loans and Commitment shall be considered in determining whether the Required Banks have requested such resignationexistence of an Event of Default under ‎Section 8.01(f) or required by Section 4.4.2 [Replacement of a Lender], in either case of ‎(g) (i) or (ii) by giving not less than thirty (30) days' prior written notice with respect to the Borrower. If any Agent or the Administrative Agent shall resign under this Agreement, then either ) (a) the Required Banks shall appoint from among the Banks a successor to such Agent or Administrative Agent, as the case may be, for the Banks, subject to the consent of the Borrower, such consent not to be unreasonably withheld (provided, that, no which consent of the Borrower shall not be required unreasonably withheld or delayed). If no such successor shall have been so appointed by the Required Lenders and shall have accepted such appointment within 30 days after the retiring Administrative Agent gives notice of its resignation (or such earlier day as shall be agreed by the Required Lenders) (the “Resignation Effective Date”), then the retiring Administrative Agent may (but shall not be obligated to) on behalf of the Lenders and the L/C Issuer, appoint a successor Administrative Agent, which successor agent shall be consented to by the Borrower at all times other than during any period when the existence of an Event of Default exists under ‎Section 8.01(f) and is continuing), or ‎(g) (b) if a successor Agent or Administrative Agent shall not be so appointed and approved within the thirty (30) day period following an Agent's or the Administrative Agent's notice, as the case may be, to the Banks of its resignation, then the resigning Administrative Agent or resigning Agent, as the case may be, shall appoint, with the consent of the Borrower, such consent not to be unreasonably withheld (provided, that, no which consent of the Borrower shall not be required during any period when an Event of Default exists and is continuingunreasonably withheld or delayed), a successor who meeting the qualifications set forth above; provided that in no event shall be a Bank shall serve as Administrative Agent or Agent, as the case may be, until such time as the Required Banks appoint and the Borrower consents to the appointment of a successor to such resigning Administrative Agent or Agent. Upon its appointment pursuant to either clause (a) or (b) above, any such successor Administrative Agent be a Defaulting Lender. Whether or Agent not a successor has been appointed, such resignation shall succeed to become effective in accordance with such notice on the rights, powers and duties of the resigning Administrative Agent or Agent, as the case may be, and the terms "Agent" and "Resignation Effective Date. 151

Successor Agents. Any Agent or the The Administrative Agent (i) may resign as Agent or Administrative Agentresign, as the case may be or (ii) shall resign if such resignation is requested by the Required Banks (if the Agent or Administrative Agent is a Bank, such Agent's or Administrative Agent's Loans and Commitment shall be considered in determining whether the Required Banks have requested such resignation) or required by Section 4.4.2 [Replacement of a Lender], in either case of (i) or (ii) by giving not less than thirty (30) days' upon 30 days prior written notice to the Lenders, each L/C Issuer and the Borrower. If Upon receipt of any Agent or the Administrative Agent shall resign under this Agreementsuch notice of resignation, then either (a) the Required Banks Lenders shall have the right, in consultation with the Borrower, to appoint from among a successor, which shall be a bank with an office in the Banks United States, or an Affiliate of any such bank with an office in the United States, which appointment of a successor to such Agent or Administrative Agent, as the case may be, for the Banks, subject to agent shall require the consent of the Borrower, such consent not to be unreasonably withheld Borrower (provided, that, no consent except during the existence of the Borrower shall be required during any period when an Event of Default exists and is continuingunder Section ‎8.01(f) or ‎(g)), or (b) if a successor Agent or Administrative Agent which consent shall not be unreasonably withheld or delayed. If no such successor shall have been so appointed by the Required Lenders and approved shall have accepted such appointment within 30 days after the thirty (30) day period following an Agent's or the retiring Administrative Agent's notice, as the case may be, to the Banks Agent gives notice of its resignation, then the resigning retiring Administrative Agent may (but shall not be obligated to) on behalf of the Lenders and the L/C Issuers (without the consent of any of the Lenders or resigning Agent, as the case may be, shall appoint, L/C Issuers but with the consent of the Borrower, such consent not to be unreasonably withheld Borrower (provided, that, no consent except during the existence of the Borrower shall be required during any period when an Event of Default exists and is continuingunder Section ‎8.01(f) or ‎(g)), which consent shall not be unreasonably withheld or delayed), appoint a successor who Administrative Agent meeting the qualifications set forth above, provided that in no event shall such successor Administrative Agent be a Defaulting Lender or Disqualified Lender; provided that if the Administrative Agent shall notify the Borrower and the Lenders that no qualifying Person has accepted such appointment, then such resignation shall nonetheless become effective in accordance with such notice and (i) the retiring Administrative Agent shall be a Bank shall serve as discharged from its duties and obligations hereunder and under the other Loan Documents (except that in the case of any collateral security held by the Administrative Agent on behalf of the Lenders or Agentany L/C Issuer under any of the Loan Documents, the retiring Administrative Agent shall continue to hold such collateral security until such time as a successor Administrative Agent is appointed); (ii) all payments, communications and determinations provided to be made by, to or through the case may beAdministrative Agent shall instead be made by or to each Lender and the L/C Issuer directly, until such time as the Required Banks Lenders appoint a successor Administrative Agent as provided for above in this Section and (iii) the Borrower and the Borrower consents Lenders agree that in no event shall the retiring Administrative Agent and Collateral Agent or any of their respective Affiliates or any of their respective officers, directors, employees, agents, advisors, partners, trustees or representatives have any liability to the appointment Loan Parties, any Lender or any other Person or entity for damages of any kind, including, without limitation, direct or indirect, special, incidental or consequential damages, losses or expenses (whether in tort, contract or otherwise) arising out of the failure of a successor to such resigning Administrative Agent or Agent. Upon its appointment pursuant to either clause (a) or (b) above, such successor Administrative Agent or Collateral Agent to be appointed and to accept such appointment. Upon the acceptance of a successor’s appointment as Administrative Agent hereunder, such successor shall succeed to and become vested with all of the rights, powers powers, privileges and duties of the resigning retiring (or retired) Administrative Agent or Agent, as the case may be, and the terms "retiring Administrative Agent shall be discharged from all of its duties and obligations hereunder or under the other Loan Documents (if not already discharged therefrom as provided above in this ‎Section 9.09). The fees payable by the Borrower to a successor Administrative Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Borrower and such successor. After the retiring Administrative Agent" ’s resignation hereunder and "under the other Loan Documents, the provisions of this ‎Article 9 and Sections ‎10.04 and ‎10.05 shall continue in effect for the benefit of such retiring Administrative Agent, its sub-agents and their respective Related Parties in respect of any actions taken or omitted to be taken by any of them (i) while the retiring or removed Administrative Agent was acting as Administrative Agent and (ii) after such resignation or removal for as long as any of them continues to act in any capacity hereunder or under the other Loan Documents, including (a) acting as collateral agent or otherwise holding any collateral security on behalf of any of the Lenders and (b) in respect of any actions taken in connection with transferring the agency to any successor Administrative Agent.

Successor Agents. Any Agent or the The Administrative Agent (i) may resign as Agent or Administrative Agent, as the case may be or (ii) shall resign if such resignation is requested by the Required Banks (if the Agent or Administrative Agent is a Bank, such Agent's or Administrative Agent's Loans and Commitment shall be considered in determining whether the Required Banks have requested such resignation) or required by Section 4.4.2 [Replacement of a Lender], in either case of (i) or (ii) by giving not less than thirty (30) upon 30 days' prior written ’ notice to the BorrowerLenders and the Borrowers. If Upon receipt of any Agent or the Administrative Agent shall resign under this Agreementsuch notice of resignation, then either (a) the Required Banks Lenders shall appoint from among the Banks Lenders a successor to such Agent or Administrative Agent, as the case agent (which may be, for the Banks, subject to the consent be an Affiliate of the Borrower, such consent not to be unreasonably withheld (provided, that, no consent of the Borrower shall be required during any period when an Event of Default exists and is continuinga Lender), or (b) if a successor Agent or Administrative Agent shall not be so appointed and approved within the thirty (30) day period following an Agent's or the Administrative Agent's notice, as the case may be, to the Banks of its resignation, then the resigning Administrative Agent or resigning Agent, as the case may be, shall appoint, with the consent of the Borrower, such consent not to be unreasonably withheld (provided, that, no consent Borrowers at all times other than during the existence of the Borrower shall be required during any period when an Event of Default exists and is continuingunder Sections 8.1(b), (c), (g) or (h) (which consent shall not be unreasonably withheld or delayed). If no such successor shall have been so appointed by the Required Lenders and shall have accepted such appointment prior to the effective date of the resignation of the Administrative Agent, then the Administrative Agent may (but shall not be obligated to), on behalf of the Lenders, appoint a successor who Administrative Agent meeting the qualifications set forth above. Whether or not a successor has been appointed, such resignation shall become effective in accordance with such notice on such effective date, where (i) the retiring Administrative Agent shall be a Bank shall serve as discharged from its duties and obligations hereunder and under the other Loan Documents (except that in the case of any collateral security held by the Administrative Agent or Agenton behalf of the Lenders under any of the Loan Documents, as the case retiring Administrative Agent may be, (but shall not be obligated to) continue to hold such collateral security until such time as a successor Administrative Agent is appointed) and (ii) all payments, communications and determinations provided to be made by, to or through the Administrative Agent shall instead be made by or to each Lender directly, until such time, if any, as the Required Banks Lenders appoint and a successor Administrative Agent as provided for above. Upon the Borrower consents to the appointment acceptance of a successor to such resigning successor’s appointment as Administrative Agent or Agent. Upon its appointment pursuant to either clause (a) or (b) abovehereunder, such successor Administrative Agent or Agent shall succeed to and become vested with all of the rights, powers powers, privileges and duties of the resigning retiring Administrative Agent or Agent, as the case may be, and the terms "retiring Administrative Agent shall be discharged from all of its duties and obligations hereunder or under the other Loan Documents. The fees payable by the Borrowers to a successor Administrative Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Borrowers and such successor. After the retiring Administrative Agent" ’s resignation hereunder and "under the other Loan Documents, the provisions of this Section and Section 9.3 shall continue in effect for the benefit of such retiring Administrative 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 the retiring Administrative Agent was acting as Administrative Agent.

Successor Agents. (a) Any Agent may resign or, if it or its controlling Affiliate thereof is subject to a Distress Event, be removed by the Borrower or the Requisite Lenders, in each case, at any time by giving [REDACTED – Time Period] written notice thereof to the Lenders and the Borrower. Upon any such resignation or removal as Administrative Agent, the Requisite Lenders shall have the right to appoint a successor Agent that is not a Disqualified Person which successor Agent (unless an Event of Default has occurred and is continuing at the time of such appointment), shall be subject to approval by the Borrower (which approval shall not be unreasonably withheld if such successor Agent is a commercial bank with a combined capital and surplus of at least [REDACTED – Dollar Amount] and otherwise may be withheld in the Borrower’s sole discretion). If no successor Agent shall have been so appointed by the Requisite Lenders, and shall have accepted such appointment, within [REDACTED – Time Period] after the retiring Agent’s giving of notice of resignation, then the retiring Agent may, on behalf of the Lenders, appoint a successor Agent that is not a Disqualified Person, subject to approval by the Borrower in accordance with the preceding sentence. Upon the acceptance of any appointment as Agent hereunder by a successor Agent and, in the case of a successor Collateral Agent, 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 Requisite 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 under the Credit Documents; provided that the Borrower shall have no obligation to pay any fee to any successor Agent that is greater than or in addition to the fees payable to the Administrative Agent (i) may resign as Agent or Administrative Agent, as on the case may be or (ii) shall resign if such resignation is requested by the Required Banks (if the Agent or Administrative Agent is a Bank, such Agent's or Administrative Agent's Loans and Commitment shall be considered in determining whether the Required Banks have requested such resignation) or required by Section 4.4.2 Closing Date. If within [Replacement of a Lender], in either case of (i) or (ii) by giving not less than thirty (30) days' prior REDACTED – Time Period] after written notice to is given of the Borrower. If any Agent or the Administrative retiring Agent’s resignation under this Section 9.6 no successor Agent shall resign under this Agreementhave been appointed and shall have accepted such appointment, then either on such [REDACTED – Time Period] (a) the Required Banks retiring Agent’s resignation shall appoint become effective, (b) the retiring Agent shall thereupon be discharged from among its duties and obligations under the Banks a successor Credit Documents and (c) the Requisite Lenders shall thereafter perform all duties of the retiring Agent under the Credit Documents (and, except for any indemnity payments or other amount then owed to the retiring or removed Agent, all payments, communications and determinations provided to be made by, to or through such Agent shall instead be made by or Administrative Agentto each Lender directly) until such time, if any, as the case may be, for the Banks, subject to the consent of the Borrower, such consent not to be unreasonably withheld (provided, that, no consent of the Borrower shall be required during any period when an Event of Default exists and is continuing), or (b) if Requisite Lenders appoint a successor Agent or Administrative that is not a Disqualified Person as provided above. After any retiring Agent’s resignation hereunder as Agent shall not be so appointed and approved within have become effective, the thirty (30) day period following an Agent's provisions of this Section 9 shall inure to its benefit as to any actions taken or the Administrative Agent's notice, as the case may be, to the Banks of its resignation, then the resigning Administrative Agent or resigning Agent, as the case may be, shall appoint, with the consent of the Borrower, such consent not omitted to be unreasonably withheld (provided, that, no consent of the Borrower shall be required during any period when an Event of Default exists and is continuing), a successor who shall be a Bank shall serve as Administrative taken by it while it was Agent or Agent, as the case may be, until such time as the Required Banks appoint and the Borrower consents to the appointment of a successor to such resigning Administrative Agent or Agent. Upon its appointment pursuant to either clause (a) or (b) above, such successor Administrative Agent or Agent shall succeed to the rights, powers and duties of the resigning Administrative Agent or Agent, as the case may be, and the terms "Agent" and "under this Agreement.

Successor Agents. Any Agent or the Administrative Agent (i) may resign as Agent or Administrative Agent, as the case may be or (ii) shall resign if such resignation is requested by the Required Banks (if the Agent or Administrative Agent is a Revolving Credit Bank, such Agent's or Administrative Agent's Loans and Commitment shall be considered in determining whether the Required Banks have requested such resignation) or required by Section 4.4.2 [Replacement of a LenderBank], in either case of (i) or (ii) by giving not less than thirty (30) days' prior written notice to the Borrower. If any Agent or the Administrative Agent shall resign under this Agreement, then either (a) the Required Banks shall appoint from among the Revolving Credit Banks a successor to such Agent or Administrative Agent, as the case may be, for the Revolving Credit Banks, subject to the consent of the Borrower, such consent not to be unreasonably withheld (provided, that, no consent of the Borrower shall be required during any period when an Event of Default exists and is continuing)withheld, or (b) if a successor Agent or Administrative Agent shall not be so appointed and approved within the thirty (30) day period following an Agent's or the Administrative Agent's notice, as the case may be, to the Revolving Credit Banks of its resignation, then the resigning Administrative Agent or resigning Agent, as the case may be, be shall appoint, with the consent of the Borrower, such consent not to be unreasonably withheld (provided, that, no consent of the Borrower shall be required during any period when an Event of Default exists and is continuing)withheld, a successor who shall be a Bank shall serve as Administrative Agent or Agent, as the case may be, until such time as the Required Banks appoint and the Borrower consents to the appointment of a successor to such resigning Administrative Agent or Agent. Upon its appointment pursuant to either clause (a) or (b) above, such successor Administrative Agent or Agent shall succeed to the rights, powers and duties of the resigning Administrative Agent or Agent, as the case may be, and the terms "Agent" and ".