Common use of Successor Agents Clause in Contracts

Successor Agents. Any Agent may resign at any time by giving thirty (30) Business Days’ written notice thereof to the other Secured Parties and the Lead Borrower. Upon any such resignation of an Agent, the Required Lenders shall have the right to appoint a successor Agent, which, so long as there is no Specified Default, shall be reasonably satisfactory to the Lead Borrower (whose consent in any event shall not be unreasonably withheld or delayed). If no successor Agent shall have been so appointed by the Required Lenders and/or none shall have accepted such appointment within thirty (30) days after the retiring Agent’s giving of notice of resignation, the retiring Agent may, on behalf of the other Secured Parties, appoint a successor Agent which shall be a commercial bank (or affiliate thereof) organized under the laws of the United States of America or of any State thereof and having a combined capital and surplus of a least $1,000,000,000, or capable of complying with all of the duties of such Agent hereunder (in the opinion of the retiring Agent and as certified to the other Secured Parties in writing by such successor Agent) which, so long as there is no Specified Default, shall be reasonably satisfactory to the Lead Borrower (whose consent shall not in any event be unreasonably withheld or delayed). Upon the acceptance of any appointment as Agent by a successor Agent, such successor Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring Agent and the retiring Agent shall be discharged from its duties and obligations under this Agreement. After any retiring Agent’s resignation hereunder as such Agent, the provisions of this Article VIII shall inure to its benefit as to any actions taken or omitted to be taken by it while it was such Agent under this Agreement.

Successor Agents. Any Agent may resign at any time by giving thirty (30) Business Days’ written notice thereof to the other Secured Parties and the Lead Borrower. Upon any such resignation of an Agent, the Required Lenders shall have the right to appoint a successor Agent, which, so long as there is no Specified payment or bankruptcy Event of Default, shall be reasonably satisfactory to the Lead Borrower (whose consent in any event shall not be unreasonably withheld withheld, delayed or delayedconditioned). If no successor Agent shall have been so appointed by the Required Lenders and/or none shall have accepted such appointment within thirty (30) days after the retiring Agent’s giving of notice of resignation, the retiring Agent may, on behalf of the other Secured Parties, appoint a successor Agent which shall be a commercial bank (or affiliate thereof) organized under the laws of the United States of America or of any State thereof and having a combined capital and surplus of a least $1,000,000,000, or capable of complying with all of the duties of such Agent hereunder (in the opinion of the retiring Agent and as certified to the other Secured Parties in writing by such successor Agent) which, so long as there is no Specified payment or bankruptcy Event of Default, shall be reasonably satisfactory to the Lead Borrower (whose consent shall not in any event be unreasonably withheld withheld, delayed or delayedconditioned). Upon the acceptance of any appointment as Agent by a successor Agent, such successor Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring Agent and the retiring Agent shall be discharged from its duties and obligations under this Agreement. After any retiring Agent’s resignation hereunder as such Agent, the provisions of this Article VIII shall inure to its benefit as to any actions taken or omitted to be taken by it while it was such Agent under this Agreement.

Successor Agents. Any Agent may resign at any time by giving thirty (30) Business Daysupon 30 days’ written notice thereof to the other Secured Parties Lenders, the Borrower and the Lead Borrowerother Agent effective upon appointment of a successor Agent. Upon receipt of any such resignation notice of an Agentresignation, the Required Lenders shall have appoint from among the right to appoint Lenders a successor Agentagent for the Lenders, which, so long as there is no Specified Default, which successor agent shall be reasonably satisfactory (unless an Event of Default under Section 8.1(a) or Section 8.1(f) with respect to the Lead Borrower shall have occurred and be continuing) be subject to approval by the Borrower (whose consent in any event which approval shall not be unreasonably withheld or delayed), whereupon such successor agent shall succeed to the rights, powers and duties of such retiring Agent, and the retiring Agent’s rights, powers and duties as Agent shall be terminated, without any other or further act or deed on the part of such retiring Agent or any of the parties to this Agreement or any holders of the Loans. If no successor Agent shall have been so appointed by the Required Lenders and/or none with such consent of the Borrower and shall have accepted such appointment within thirty (30) 30 days after the retiring Agent’s giving of notice of resignation, then the retiring Agent may, on behalf of the other Secured PartiesLenders and with the consent of the Borrower (such consent not to be unreasonably withheld or delayed), appoint a successor Agent which Agent, that shall be a commercial bank (or affiliate thereof) organized under the laws of the United States of America or of any State thereof and having that has an office in New York, New York with a combined capital and surplus of a at least $1,000,000,000, or capable of complying with all of the duties of such Agent hereunder (in the opinion of the retiring Agent and as certified to the other Secured Parties in writing by such successor Agent) which, so long as there is no Specified Default, shall be reasonably satisfactory to the Lead Borrower (whose consent shall not in any event be unreasonably withheld or delayed). Upon the acceptance of any appointment as Agent by a successor Agent, such successor Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring Agent and the retiring Agent shall be discharged from its duties and obligations under this Agreement500,000,000. After any retiring Agent’s resignation hereunder as such Agent, the provisions of this Article VIII Section 9 shall inure to its benefit as to any actions taken or omitted to be taken by it while it was such Agent under this AgreementAgreement and the other Loan Documents.

Successor Agents. Any Subject to the terms of this Section 12.05, each Agent may resign at any time by giving may, upon thirty (30) Business Daysdays’ written notice thereof to the other Secured Parties Lenders and the Lead Borrower. Upon any such resignation of an , resign as Administrative Agent or Collateral Agent, as applicable. If an Agent shall resign then the Required Lenders shall have the right to appoint a successor Agent, which, agent. If for any reason a successor agent is not so long as there is no Specified Default, appointed and does not accept such appointment within thirty (30) days of notice of resignation such Agent may appoint a successor agent. The appointment of any successor Agent shall be reasonably satisfactory subject to the Lead prior written consent of the Borrower (whose which consent in any event shall not be unreasonably withheld or delayed). If no ; provided that the consent of the Borrower to any such appointment shall not be required if (i) an Event of Default shall have occurred and is continuing or, (ii) if such successor Agent is a Lender or an Affiliate of such Agent or any Lender. Any resignation of an Agent shall have been so appointed by be effective upon the Required Lenders and/or none shall have accepted such appointment within thirty (30) days after of a successor agent pursuant to this Section 12.05. After the effectiveness of any retiring Agent’s giving of notice of resignation, the retiring Agent may, on behalf of the other Secured Parties, appoint a successor Agent which shall be a commercial bank (or affiliate thereof) organized under the laws of the United States of America or of any State thereof and having a combined capital and surplus of a least $1,000,000,000, or capable of complying with all of the duties of such Agent resignation hereunder (in the opinion of the retiring Agent and as certified to the other Secured Parties in writing by such successor Agent) which, so long as there is no Specified Default, shall be reasonably satisfactory to the Lead Borrower (whose consent shall not in any event be unreasonably withheld or delayed). Upon the acceptance of any appointment as Agent by a successor Agent, such successor Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring Agent and the retiring Agent shall be discharged from its duties and obligations hereunder and under this Agreement. After any retiring Agent’s resignation hereunder as such Agent, the other Facility Documents and the provisions of this Article VIII XII shall inure to continue in effect for its benefit as with respect to any actions taken or omitted to be taken by it while it was such Agent under this Agreement and under the other Facility Documents. Any Person (i) into which the Collateral Agent may be merged or consolidated, (ii) that may result from any merger or consolidation to which the Collateral Agent shall be a party, or (iii) that may succeed to the corporate trust properties and assets of the Collateral Agent substantially as a whole, shall be the successor to the Collateral Agent under this Agreement without further act of any of the parties to this Agreement.

Successor Agents. Any Agent may resign at any time by giving thirty (30) Business Days’ written notice thereof to the other Secured Credit Parties and the Lead Borrower. Upon any such resignation of an Agent, the Required Lenders shall have the right to appoint a successor Agent, which, so long as there is no Specified DefaultEvent of Default under SECTION 7.01(h) or (i), shall be reasonably satisfactory to the Lead Borrower (whose consent in any event shall not be unreasonably withheld or delayed). If no successor Agent shall have been so appointed by the Required Lenders and/or none shall have accepted such appointment within thirty (30) days Business Days after the retiring Agent’s giving of notice of resignation, the retiring Agent may, on behalf of the other Secured Credit Parties, appoint a successor Agent which which, (i) shall be a Person a commercial bank (or affiliate thereof) organized under the laws of the United States of America or of any State thereof and having a combined capital and surplus of a least $1,000,000,000100,000,000, or (ii) capable of complying with all of the duties of such Agent hereunder (in the opinion of the retiring Agent and as certified to the other Secured Credit Parties in writing by such successor Agent) which, so long as there is no Specified DefaultEvent of Default under SECTION 7.01(h) or (i), shall be reasonably satisfactory to the Lead Borrower (whose consent shall not in any event be unreasonably withheld or delayed). Upon the acceptance of any appointment as Agent by a successor Agent, such successor Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring Agent and the retiring Agent shall be discharged from its duties and obligations under this Agreement. After any retiring Agent’s resignation hereunder as such Agent, the provisions of this Article VIII shall inure to its benefit as to any actions taken or omitted to be taken by it while it was such Agent under this Agreement.

Successor Agents. Any Agent may resign at any time by giving thirty (30) Business Days’ written notice thereof Subject to the other Secured Parties terms of this Section 12.05, each Agent may, upon thirty days’ notice to the Lenders and the Lead Borrower. Upon any such resignation of an , resign as Administrative Agent or Collateral Agent, as applicable. If an Agent shall resign then the Required Lenders shall have the right to appoint a successor Agent, which, agent. If for any reason a successor agent is not so long as there is no Specified Default, appointed and does not accept such appointment within thirty days of notice of resignation such Agent may appoint a successor agent. The appointment of any successor Agent shall be reasonably satisfactory subject to the Lead prior written consent of the Borrower (whose which consent in any event shall not be unreasonably withheld or delayed). If no ; provided that the consent of the Borrower to any such appointment shall not be required if (i) an Event of Default shall have occurred and is continuing or, (ii) if such successor Agent is a Lender or an Affiliate of such Agent or any Lender. Any resignation of an Agent shall have been so appointed by be effective upon the Required Lenders and/or none shall have accepted such appointment within thirty (30) days after of a successor agent pursuant to this Section 12.05. After the effectiveness of any retiring Agent’s giving of notice of resignation, the retiring Agent may, on behalf of the other Secured Parties, appoint a successor Agent which shall be a commercial bank (or affiliate thereof) organized under the laws of the United States of America or of any State thereof and having a combined capital and surplus of a least $1,000,000,000, or capable of complying with all of the duties of such Agent resignation hereunder (in the opinion of the retiring Agent and as certified to the other Secured Parties in writing by such successor Agent) which, so long as there is no Specified Default, shall be reasonably satisfactory to the Lead Borrower (whose consent shall not in any event be unreasonably withheld or delayed). Upon the acceptance of any appointment as Agent by a successor Agent, such successor Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring Agent and the retiring Agent shall be discharged from its duties and obligations hereunder and under this Agreement. After any retiring Agent’s resignation hereunder as such Agent, the other Facility Documents and the provisions of this Article VIII XII shall inure to continue in effect for its benefit as with respect to any actions taken or omitted to be taken by it while it was such Agent under this Agreement and under the other Facility Documents. Any Person (i) into which the Collateral Agent may be merged or consolidated, (ii) that may result from any merger or consolidation to which the Collateral Agent shall be a party, or (iii) that may succeed to the corporate trust properties and assets of the Collateral Agent substantially as a whole, shall be the successor to the Collateral Agent under this Agreement without further act of any of the parties to this Agreement.

Successor Agents. Any Agent may resign at any time by giving thirty (30) Business Days’ written notice thereof to the other Secured Parties and the Lead Borrower. Upon any such resignation of an Agent, the Required Lenders shall have the right to appoint a successor Agent, which, so long as there is no Specified Default, shall be reasonably satisfactory to the Lead Borrower (whose consent in any event shall not be unreasonably withheld or delayed). If no successor Agent shall have been so appointed by the Required Lenders and/or none shall have accepted such appointment within thirty (30) days after the retiring Agent’s giving of notice of resignation, the retiring Agent may, on behalf of the other Secured Parties, appoint a successor Agent which shall be a commercial bank (or affiliate thereof) organized under the laws of the United States of America or of any State thereof and having a combined capital and surplus of a least $1,000,000,000, or capable of complying with all of the duties of such Agent hereunder (in the opinion of the retiring Agent and as certified to the other Secured Parties in writing by such successor Agent) which, so long as there is no Specified Default, shall be reasonably satisfactory to the Lead Borrower (whose consent shall not in any event be unreasonably withheld or delayed). Upon the acceptance of any appointment as Agent by a successor Agent, such successor Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring Agent and the retiring Agent shall be discharged from its duties and obligations under this Agreement. After any retiring Agent’s resignation hereunder as such Agent, the provisions of this Article VIII shall inure to its benefit as to any actions taken or omitted to be taken by it while it was such Agent under this Agreement.

Successor Agents. Any Agent may resign at any time by giving thirty (30) Business Days’ written notice thereof to the other Secured Parties and the Lead Borrower. Upon any such resignation of an Agent, the Required Lenders shall have the right to appoint a successor Agent, which, so long as there is no Specified Default, shall be reasonably satisfactory to the Lead Borrower (whose consent in any event shall not be unreasonably withheld withheld, delayed or delayedconditioned). If no successor Agent shall have been so appointed by the Required Lenders and/or none shall have accepted such appointment within thirty (30) days after the retiring Agent’s giving of notice of resignation, the retiring Agent may, on behalf of the other Secured Parties, appoint a successor Agent which shall be a Person a commercial bank (or affiliate thereof) organized under the laws of the United States of America or of any State thereof and having a combined capital and surplus of a least $1,000,000,000, or capable of complying with all of the duties of such Agent hereunder (in the opinion of the retiring Agent and as certified to the other Secured Parties in writing by such successor Agent) which, so long as there is no Specified Default, shall be reasonably satisfactory to the Lead Borrower (whose consent shall not in any event be unreasonably withheld withheld, delayed or delayedconditioned). Upon the acceptance of any appointment as Agent by a successor Agent, such successor Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring Agent and the retiring Agent shall be discharged from its duties and obligations under this Agreement. After any retiring Agent’s resignation hereunder as such Agent, the provisions of this Article VIII shall inure to its benefit as to any actions taken or omitted to be taken by it while it was such Agent under this Agreement.

Successor Agents. Any (a) Each Agent may resign at any time by giving thirty (30) Business Days’ written notice thereof to the other Secured Parties Banks and the Lead BorrowerBorrowers. Upon any such resignation of an Agentresignation, the Required Lenders Banks shall have the right to appoint a successor AgentAgent with the prior written consent of the Borrowers, which, so long as there is no Specified Default, shall be reasonably satisfactory to the Lead Borrower (whose which consent in any event shall not be unreasonably withheld or delayed). If no successor Agent shall have been so appointed by the Required Lenders and/or none shall have accepted such appointment Banks within thirty (30) 30 days after the retiring Agent’s giving of Agent gives notice of resignation, then the retiring Agent may, on behalf of the other Secured PartiesBanks, appoint a successor Agent Agent, which shall be a commercial bank (organized or affiliate thereof) organized licensed under the laws of the United States of America or of any State thereof and having a combined capital and surplus of a at least $1,000,000,000, or capable of complying with all of the duties of such Agent hereunder (in the opinion of the retiring Agent and as certified to the other Secured Parties in writing by such successor Agent) which, so long as there is no Specified Default, shall be reasonably satisfactory to the Lead Borrower (whose consent shall not in any event be unreasonably withheld or delayed)50,000,000. Upon the acceptance of any its appointment as an Agent hereunder by a successor Agent, such successor Agent shall thereupon succeed to and become vested with all the rights, powers, privileges rights and duties of the retiring Agent Agent, and the retiring Agent shall be discharged from its duties and obligations under this Agreementhereunder. After any retiring Agent’s resignation hereunder as such an Agent, the provisions of this Article VIII shall inure to its benefit as to any actions taken or omitted to be taken by it while it was an Agent. (b) Any resignation by State Street as Operations Agent pursuant to this Section shall also constitute its resignation as Swing Line Bank. Upon the acceptance of a successor’s appointment as Operations Agent hereunder, (i) such Agent successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring Swing Line Bank, and (ii) the retiring Swing Line Bank shall be discharged from all of its duties and obligations hereunder or under this Agreementthe other Loan Documents.

Successor Agents. Any Agent Subject to the appointment and acceptance of a successor Agent, the Agents and the Issuing Bank (except, in the case of the Issuing Bank, in respect of Letters of Credit issued by it) may resign at any time by giving thirty (30) Business Days’ written notice thereof to notifying the other Secured Parties Lenders and the Lead Borrower. Upon any such resignation of an Agentresignation, the Required Lenders shall have the right to appoint a successor Agent, which, so long as there is no Specified Default, shall be reasonably satisfactory subject to approval by the Lead Borrower (whose consent in any event which shall not be unreasonably withheld or delayedwithheld). If no successor Agent shall have been so appointed by the Required Lenders and/or none Lenders, and shall have accepted such appointment within thirty (30) 30 days after the retiring Agent’s giving of Agent or Issuing Bank, as the case may be, gives notice of its resignation, then the retiring Agent mayor Issuing Bank, as the case may be, on behalf of the other Secured PartiesLenders, shall appoint a successor Agent or Issuing Bank, as applicable, which shall be a commercial bank (organized or affiliate thereof) organized licensed under the laws of the United States of America or of any State thereof and having a combined capital and surplus of a at least $1,000,000,000, 500,000,000 or capable an Affiliate of complying with all of the duties of any such Agent hereunder (in the opinion of the retiring Agent and as certified to the other Secured Parties in writing by such successor Agent) which, so long as there is no Specified Default, shall be reasonably satisfactory to the Lead Borrower (whose consent shall not in any event be unreasonably withheld or delayed)bank. Upon the acceptance of any appointment as an Agent or Issuing Bank, as the case may be, hereunder by a successor Agentbank, such successor Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring Agent or Issuing Bank and the retiring Agent or Issuing Bank shall be discharged from its duties and obligations under this Agreementhereunder. After any retiring Agent’s the resignation hereunder of an Agent or the Issuing Bank, as such Agentthe case may be, hereunder, the provisions of this Article VIII and Section 9.05 shall inure to continue in effect for its benefit as to in respect of any actions taken or omitted to be taken by it while it was such acting as an Agent under this Agreementor Issuing Bank.

Successor Agents. Any (a) Subject to the terms of this Section 12.05, each Agent may resign at any time by giving may, upon thirty (30) Business Daysdays’ written notice thereof to the other Secured Parties Lenders and the Lead Borrower. Upon any such resignation of an , resign as Administrative Agent or Collateral Agent, as applicable. If an Agent shall resign, then the Required Lenders Xxxxxxx shall have the right to appoint a successor Agentagent. If for any reason a successor agent is not so appointed and does not accept such appointment within thirty (30) days of notice of resignation, which, so long as there is no Specified Default, such Agent may appoint a successor agent. The appointment of any successor Agent shall be reasonably satisfactory subject to the Lead prior written consent of the Borrower (whose which consent in any event shall not be unreasonably withheld or delayed); provided that the consent of the Borrower to any such appointment shall not be required if (i) an Event of Default under Section 6.01(a) (solely with respect to principal or interest), Section 6.01(i), Section 6.01(k) or Section 6.01(l) shall have occurred and is continuing or (ii) if such successor agent is an Affiliate of such Agent. If no successor Any resignation of an Agent shall have been so appointed by be effective upon the Required Lenders and/or none shall have accepted such appointment within thirty (30) days after of a successor agent pursuant to this Section 12.05. After the effectiveness of any retiring Agent’s giving of notice of resignation, the retiring Agent may, on behalf of the other Secured Parties, appoint a successor Agent which shall be a commercial bank (or affiliate thereof) organized under the laws of the United States of America or of any State thereof and having a combined capital and surplus of a least $1,000,000,000, or capable of complying with all of the duties of such Agent resignation hereunder (in the opinion of the retiring Agent and as certified to the other Secured Parties in writing by such successor Agent) which, so long as there is no Specified Default, shall be reasonably satisfactory to the Lead Borrower (whose consent shall not in any event be unreasonably withheld or delayed). Upon the acceptance of any appointment as Agent by a successor Agent, such successor Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring Agent and the retiring Agent shall be discharged from its duties and obligations hereunder and under this Agreement. After any retiring Agent’s resignation hereunder as such Agent, the other Facility Documents and the provisions of this Article VIII XII shall inure to continue in effect for its benefit as with respect to any actions taken or omitted to be taken by it while it was such Agent under this Agreement and under the other Facility Documents. If no successor Collateral Agent shall have been appointed and an instrument of acceptance by a successor Collateral Agent shall not have been delivered to the Collateral Agent within sixty days after giving of notice of resignation by the Collateral Agent, the resigning Collateral Agent may petition any court of competent jurisdiction for the appointment of a successor Collateral Agent. (b) Any Person (i) into which the Collateral Agent may be merged or consolidated, (ii) that may result from any merger or consolidation to which the Collateral Agent shall be a party, or (iii) that may succeed to the corporate trust properties and assets of the Collateral Agent substantially as a whole, shall be the successor to the Collateral Agent under this Agreement without further act of any of the parties to this Agreement.

Successor Agents. The Syndication Agent or the Appraisal Agent may resign upon 30 days written notice to the Borrowers and the Administrative Agent. Any Agent may resign at any time by giving thirty (30) Business Days’ written notice thereof of such resignation to the other Secured Parties Banks and the Lead BorrowerBorrowers, such resignation to be effective only upon the appointment of a successor Agent as hereinafter provided. Upon any such resignation notice of an resignation, the Banks shall jointly appoint a successor Agent upon written notice to the Borrowers and the withdrawing Agent, and provided that no Potential Default or Event of Default exists, the Required Lenders Borrowers shall have the right to appoint a successor Agent, which, so long as there is no Specified Default, shall be reasonably satisfactory consent to the Lead Borrower such appointment (whose which consent in any event shall not be unreasonably withheld or delayed). If no successor Agent shall have been so jointly appointed by such Banks (and, if required, consented to by the Required Lenders and/or none Borrowers) and shall have accepted such appointment within thirty (30) days after the retiring Agent’s giving of withdrawing Agent shall have given notice of resignation, the retiring Administrative Agent may, on behalf of upon notice to the other Secured PartiesBorrowers and the Banks, appoint a successor Agent which shall be a commercial bank (or affiliate thereof) organized under the laws of the United States of America or of any State thereof and having a combined capital and surplus of a least $1,000,000,000, or capable of complying with all of the duties of such Agent hereunder (in the opinion of the retiring Agent and as certified to the other Secured Parties in writing by such successor Agent) which, so long as there is no Specified Default, shall be reasonably satisfactory to the Lead Borrower (whose consent shall not in any event be unreasonably withheld or delayed). Upon the its acceptance of any appointment as Agent by a successor Agenthereunder, such the successor Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring Agent its predecessor, and the retiring withdrawing Agent shall be discharged from its duties and obligations as Agent under this AgreementAgreement and the Loan Documents. After any retiring an Agent’s 's resignation hereunder as such Agenthereunder, the provisions of this Article VIII hereof shall inure to its benefit as to any actions taken or omitted to be taken by it while it was such the Agent under this AgreementAgreement and the Loan Documents.

Successor Agents. Any Either Agent may resign at any time by giving thirty (30) Business Daysas Agent upon 20 days’ written notice thereof to the Lenders, such other Secured Parties Agent and Borrowers. If either Agent shall resign as such Agent in its applicable capacity under this Agreement and the Lead Borrower. Upon any such resignation of an Agentother Credit Documents, the then Required Lenders shall have the right to appoint a successor Agentagent, whichwhich successor agent shall, so long as there is no Specified Defaultunless an Event of Default shall have occurred and be continuing, shall be reasonably satisfactory subject to the Lead Borrower approval by Parent (whose consent in any event which approval shall not be unreasonably withheld withheld, delayed or delayedconditioned), whereupon such successor agent shall succeed to the rights, powers and duties of such Agent in its applicable capacity, and the term “Administrative Agent” or “Collateral Agent”, as the case may be, shall mean such successor agent effective upon such appointment and approval, and the former Agent’s rights, powers and duties as Agent in its applicable capacity shall be terminated, without any other or further act or deed on the part of such former Agent or any of the parties to this Agreement or any holders of the Loans. If no applicable successor agent has accepted appointment as such Agent shall have been so appointed in its applicable capacity by the Required Lenders and/or none shall have accepted date that is 20 days following such appointment within thirty (30) days after the retiring Agent’s giving of notice of resignation, such retiring Agent’s resignation shall nevertheless thereupon become effective and the retiring Agent may, on behalf of the other Secured Parties, appoint a successor Agent which Lenders shall be a commercial bank (or affiliate thereof) organized under the laws of the United States of America or of any State thereof assume and having a combined capital and surplus of a least $1,000,000,000, or capable of complying with perform all of the duties of such Agent hereunder (in the opinion of the retiring Agent and until such time, if any, as certified to the other Secured Parties in writing by such successor Agent) which, so long as there is no Specified Default, shall be reasonably satisfactory to the Lead Borrower (whose consent shall not in any event be unreasonably withheld or delayed). Upon the acceptance of any appointment as Agent by Required Lenders appoint a successor Agent, such successor Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring Agent and the retiring Agent shall be discharged from its duties and obligations under this Agreementagent as provided for above. After any retiring Agent’s resignation hereunder as such Administrative Agent or Collateral Agent, as applicable, the provisions of this Article VIII XI shall inure to its benefit as to any actions taken or omitted to be taken by it while it was such an Agent under this AgreementAgreement and the other Credit Documents.

Successor Agents. Any Agent may resign at any time by giving thirty (30) Business Days’ written notice thereof to the other Secured Credit Parties and the Lead Borrower. Upon any such resignation of an Agent, the Required Lenders shall have the right to appoint a successor Agent, which, so long as there is no Specified DefaultEvent of Default under Section 7.01(a), 7.01(b), Section 7.01(g), Section 7.01(h), Section 7.01(i), or Section 7.01(j), shall be reasonably satisfactory to the Lead Borrower (whose consent in any event shall not be unreasonably withheld or delayed). If no successor Agent shall have been so appointed by the Required Lenders and/or none shall have accepted such appointment within thirty (30) days after the retiring Agent’s giving of notice of resignation, the retiring Agent may, on behalf of the other Secured Credit Parties, appoint a successor Agent which shall be a commercial bank (or affiliate thereof) organized under the laws of the United States of America or of any State thereof and having a combined capital and surplus of a least $1,000,000,000, or Person capable of complying with all of the duties of such Agent hereunder (in the opinion of the retiring Agent and as certified to the other Secured Credit Parties in writing by such successor Agent) which, so long as there is no Specified DefaultEvent of Default under Section 7.01(a), 7.01(b), Section 7.01(g), Section 7.01(h), Section 7.01(i), or Section 7.01(j), shall be reasonably satisfactory to the Lead Borrower (whose consent shall not in any event be unreasonably withheld or delayed). Upon the acceptance of any appointment as Agent by a successor Agent, such successor Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring Agent and the retiring Agent shall be discharged from its duties and obligations under this Agreement. After any retiring Agent’s resignation hereunder as such Agent, the provisions of this Article VIII shall inure to its benefit as to any actions taken or omitted to be taken by it while it was such Agent under this Agreement.

Successor Agents. Any Subject to the appointment and acceptance of a successor Agent, the Agent and the Issuing Bank (except, in the case of the Issuing Bank, in respect of Letters of Credit issued by it) may resign at any time by giving thirty (30) Business Days’ written notice thereof to notifying the other Secured Parties Lenders and the Lead Borrower. Upon any such resignation of an Agentresignation, the Required Lenders shall have the right to appoint a successor Agent, which, so long as there is no Specified Default, shall be reasonably satisfactory subject to approval by the Lead Borrower (whose consent in any event which shall not be unreasonably withheld or delayedwithheld). If no successor Agent shall have been so appointed by the Required Lenders and/or none Lenders, and shall have accepted such appointment within thirty (30) 30 days after the retiring Agent’s giving of Agent or Issuing Bank, as the case may be, gives notice of its resignation, then the retiring Agent mayor Issuing Bank, as the case may be, on behalf of the other Secured PartiesLenders, shall appoint a successor Agent or Issuing Bank, as applicable, which shall be a commercial bank (organized or affiliate thereof) organized licensed under the laws of the United States of America or of any State thereof and having a combined capital and surplus of a at least $1,000,000,000, 500,000,000 or capable an Affiliate of complying with all of the duties of any such Agent hereunder (in the opinion of the retiring Agent and as certified to the other Secured Parties in writing by such successor Agent) which, so long as there is no Specified Default, shall be reasonably satisfactory to the Lead Borrower (whose consent shall not in any event be unreasonably withheld or delayed)bank. Upon the acceptance of any appointment as an Agent or Issuing Bank, as the case may be, hereunder by a successor Agentbank, such successor Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring Agent or Issuing Bank and the retiring Agent or Issuing Bank shall be discharged from its duties and obligations under this Agreementhereunder. After any retiring Agent’s the resignation hereunder of an Agent or the Issuing Bank, as such Agentthe case may be, hereunder, the provisions of this Article VIII shall inure to its benefit as to any actions taken or omitted to be taken by it while it was such Agent under this Agreement.and Section

Successor Agents. Any Agent Each of the Agents may resign at any time by giving thirty (30) Business Days’ written notice thereof to the other Secured Parties Lenders and the Lead BorrowerBorrowers. Upon any such resignation of an Agentresignation, the Required Lenders shall have the right to appoint a successor AgentAgent from among the Lenders, whichwith the consent of the Borrower, so long as there is no Specified Default, shall be reasonably satisfactory to the Lead Borrower (whose consent in any event shall which will not be unreasonably withheld or delayed)withheld. If no successor Agent shall have been so appointed by the Required Lenders and/or none and shall have accepted such appointment appointment, within thirty (30) 30 days after the retiring Agent’s 's giving of notice of resignation, the retiring Agent may, on behalf of the other Secured PartiesLenders, appoint a successor Agent Agent, which with the consent of the Borrower, which will not be unreasonably withheld, shall be a commercial bank (organized or affiliate thereof) organized licensed under the laws of the United States of America or of any State thereof and having a combined capital and surplus of a at least $1,000,000,000, or capable of complying with all 500,000,000 in the case of the duties Administrative Agent and a commercial bank organized or licensed under the laws of such Agent hereunder (the Province of Ontario and having a combined capital and surplus of at least C$100,000,000 in the opinion case of the retiring Agent and as certified to the other Secured Parties in writing by such successor Canadian Agent) which, so long as there is no Specified Default, shall be reasonably satisfactory to the Lead Borrower (whose consent shall not in any event be unreasonably withheld or delayed). Upon the acceptance of any appointment as Agent hereunder by a successor Agent, such successor Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring Agent Agent, and the retiring Agent shall be discharged from its duties and obligations under this Agreement. After any retiring Agent’s 's resignation hereunder as such Agent, the provisions of this Article VIII 8 shall inure to its benefit as to any actions taken or omitted to be taken by it while it was such Agent under this Agreement.

Successor Agents. Any Agent may resign at any time by giving thirty (30) Business Days30 days’ written notice thereof of such resignation to the other Secured Parties Banks and the Lead Borrower, such resignation to be effective only upon the appointment of a successor Agent as hereinafter provided. Upon any such resignation notice of an resignation, the Banks shall jointly appoint a successor Agent upon written notice to the Borrower and the withdrawing Agent, and provided that no Potential Default or Event of Default exists, the Required Lenders Borrower shall have the right to appoint a successor Agent, which, so long as there is no Specified Default, shall be reasonably satisfactory consent to the Lead Borrower such appointment (whose which consent in any event shall not be unreasonably withheld or delayed). If no successor Agent shall have been so jointly appointed by such Banks (and, if required, consented to by the Required Lenders and/or none Borrower) and shall have accepted such appointment within thirty (30) days after the retiring Agent’s giving of withdrawing Agent shall have given notice of resignation, the retiring Administrative Agent (unless it is the withdrawing Agent, in which event the Bank or Banks having the largest Revolving Loan Commitment Percentage) may, on behalf of upon notice to the other Secured PartiesBorrower and the Banks, appoint a successor Agent which shall be a commercial bank (or affiliate thereof) organized under the laws of the United States of America or of any State thereof and having a combined capital and surplus of a least $1,000,000,000, or capable of complying with all of the duties of such Agent hereunder (in the opinion of the retiring Agent and as certified to the other Secured Parties in writing by such successor Agent) which, so long as there is no Specified Default, shall be reasonably satisfactory to the Lead Borrower (whose consent shall not in any event be unreasonably withheld or delayed). Upon the its acceptance of any appointment as Agent by a successor Agenthereunder, such the successor Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring Agent its predecessor, and the retiring withdrawing Agent shall be discharged from its duties and obligations as Agent under this AgreementAgreement and the Loan Documents. After any retiring an Agent’s resignation hereunder as such Agenthereunder, the provisions of this Article VIII hereof shall inure to its benefit as to any actions taken or omitted to be taken by it while it was such the Agent under this AgreementAgreement and the Loan Documents.

Successor Agents. Any Either Agent may resign at any time by giving thirty (30) Business Daysas Agent upon 20 days’ written notice thereof to the Lenders, such other Secured Parties Agent and Borrowers. If either Agent shall resign as such Agent in its applicable capacity under this Agreement and the Lead Borrower. Upon any such resignation of an Agentother Credit Documents, the then Required Lenders shall have the right to appoint a successor Agentagent, whichwhich successor agent shall, so long as there is no Specified Defaultunless an Event of Default shall have occurred and be continuing, shall be reasonably satisfactory subject to the Lead Borrower approval by Parent (whose consent in any event which approval shall not be unreasonably withheld withheld, delayed or delayedconditioned), whereupon such successor agent shall succeed to the rights, powers and duties of such Agent in its applicable capacity, and the term “Administrative Agent” or “Collateral Agent”, as the case may be, shall mean such successor agent effective upon such appointment and approval, and the former Agent’s rights, powers and duties as Agent in its applicable capacity shall be terminated, without any other or further act or deed on the part of such former Agent or any of the parties to this Agreement or any holders of the Loans. If no applicable successor agent has accepted appointment as such Agent shall have been so appointed in its applicable capacity by the Required Lenders and/or none shall have accepted date that is 20 days following such appointment within thirty (30) days after the retiring Agent’s giving of notice of resignation, such retiring Agent’s resignation shall nevertheless thereupon become effective and the retiring Agent may, on behalf of the other Secured Parties, appoint a successor Agent which Lenders shall be a commercial bank (or affiliate thereof) organized under the laws of the United States of America or of any State thereof assume and having a combined capital and surplus of a least $1,000,000,000, or capable of complying with perform all of the duties of such Agent hereunder (in the opinion of the retiring Agent and until such time, if any, as certified to the other Secured Parties in writing by such successor Agent) which, so long as there is no Specified Default, shall be reasonably satisfactory to the Lead Borrower (whose consent shall not in any event be unreasonably withheld or delayed). Upon the acceptance of any appointment as Agent by Required Lenders appoint a successor Agent, such successor Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring Agent and the retiring Agent shall be discharged from its duties and obligations under this Agreementagent as provided for above. After any retiring Agent’s resignation hereunder as 21029590V.1 Administrative Agent or Collateral Agent, as such Agentapplicable, the provisions of this Article VIII XI shall inure to its benefit as to any actions taken or omitted to be taken by it while it was such an Agent under this AgreementAgreement and the other Credit Documents.

Successor Agents. Any Either Agent may resign at any time by giving thirty as Agent upon twenty (3020) Business Daysdays’ written notice thereof to the Lenders, such other Secured Parties Agent and the Lead Borrower. Upon any If either Agent shall resign as such resignation of an AgentAgent in its applicable capacity under this Agreement and the other Credit Documents, then the Required Lenders shall have appoint from among the right to appoint Lenders a successor Agentagent, which, so long as there is no Specified Default, which successor agent shall (unless an Event of Default shall have occurred and be reasonably satisfactory continuing) be subject to approval by the Lead Borrower (whose consent in any event which approval shall not be unreasonably withheld or delayed), whereupon such successor agent shall succeed to the rights, powers and duties of such Agent in its applicable capacity, and the term “Administrative Agent” or “Collateral Agent”, as the case may be, shall mean such successor agent effective upon such appointment and approval, and the former Agent’s rights, powers and duties as Agent in its applicable capacity shall be terminated, without any other or further act or deed on the part of such former Agent or any of the parties to this Agreement or any holders of the Loans. If no applicable successor agent has accepted appointment as such Agent shall have been so appointed in its applicable capacity by the Required Lenders and/or none shall have accepted such appointment within thirty date that is twenty (3020) days after the following such retiring Agent’s giving of notice of resignation, such retiring Agent’s resignation shall nevertheless thereupon become effective and the retiring Agent may, on behalf of the other Secured Parties, appoint a successor Agent which Lenders shall be a commercial bank (or affiliate thereof) organized under the laws of the United States of America or of any State thereof assume and having a combined capital and surplus of a least $1,000,000,000, or capable of complying with perform all of the duties of such Agent hereunder (in until such time, if any, as the opinion of the retiring Agent and as certified to the other Secured Parties in writing by such successor Agent) which, so long as there is no Specified Default, shall be reasonably satisfactory to the Lead Borrower (whose consent shall not in any event be unreasonably withheld or delayed). Upon the acceptance of any appointment as Agent by Required Lenders appoint a successor Agent, such successor Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring Agent and the retiring Agent shall be discharged from its duties and obligations under this Agreementagent as provided for above. After any retiring Agent’s resignation hereunder as such the Administrative Agent or the Collateral Agent, as applicable, the provisions of this Article VIII XII shall inure to its benefit as to any actions taken or omitted to be taken by it while it was such an Agent under this AgreementAgreement and the other Credit Documents.

Successor Agents. Any Subject to the appointment and acceptance of a successor Agent (which shall be any Lender or a Lender Affiliate or a commercial lender organized under the laws of the United States of America or any political subdivision thereof which has a combined capital and reserves in excess of $250,000,000) as provided below, any Agent may resign at any time by giving thirty (30) Business Days’ written notice thereof to the other Secured Parties Lenders and the Lead BorrowerBorrower and may be removed at any time for cause by the Majority Lenders. Upon any such resignation of an Agentor removal, the Required Majority Lenders shall have the right to appoint appoint, subject to such Lender's consent in its sole discretion, a successor Agent, which, so long as there is no Specified Default, shall be reasonably satisfactory to Agent from among the Lead Borrower (whose consent in any event shall not be unreasonably withheld Lenders or delayed)the Lender Affiliates. If no successor Agent shall have been so appointed by the Required Lenders and/or none Majority Lenders, and shall have accepted such appointment within thirty (30) days after the retiring Agent’s 's giving of notice of resignationresignation or the Majority Lenders' removal of the retiring Agent, then the retiring Agent may, on behalf of the other Secured PartiesLenders, appoint a successor Agent which shall be any Lender or a Lender Affiliate or a commercial bank (or affiliate thereof) organized under the laws of the United States of America or of any State political subdivision thereof and having a which has combined capital and surplus reserves in excess of a least $1,000,000,000, or capable of complying with all of the duties of such Agent hereunder (in the opinion of the retiring Agent and as certified to the other Secured Parties in writing by such successor Agent) which, so long as there is no Specified Default, shall be reasonably satisfactory to the Lead Borrower (whose consent shall not in any event be unreasonably withheld or delayed)250,000,000. Upon the acceptance of any appointment as Agent hereunder by a successor Agent, such successor Agent shall thereupon succeed to and become vested with all the rights, powers, privileges privileges, duties, and duties obligations of the retiring Agent Agent, and the retiring Agent shall be discharged from its duties and obligations under this Agreementhereunder. After any retiring Agent’s 's resignation or removal hereunder as such Agent, the provisions of this Article VIII Section 10.14 shall inure to continue in effect for its benefit as to in respect of any actions taken or omitted to be taken by it while it was such Agent under this Agreementacting as an Agent.

Successor Agents. Any Agent may resign at any time by giving thirty (30) 30 Business Days’ written notice thereof to the other Secured Parties and the Lead Borrower. Upon any such resignation of an Agent, the Required Lenders shall have the right to appoint a successor AgentAgent (other than any Disqualified Lender), which, so long as there is no Specified Default, shall be reasonably satisfactory to the Lead Borrower (whose consent in any event shall not be unreasonably withheld or delayed). If no successor Agent shall have been so appointed by the Required Lenders and/or none shall have accepted such appointment within thirty (30) 30 days after the retiring Agent’s giving of notice of resignation, the retiring Agent may, on behalf of the other Secured Parties, appoint a successor Agent (other than any Disqualified Lender) which shall be a commercial bank (or affiliate thereof) organized under the laws of the United States of America or of any State thereof and having a combined capital and surplus of a least $1,000,000,000, or capable of complying with all of the duties of such Agent hereunder (in the opinion of the retiring Agent and as certified to the other Secured Parties in writing by such successor Agent) which, so long as there is no Specified Default, shall be reasonably satisfactory to the Lead Borrower (whose consent shall not in any event be unreasonably withheld or delayed). Any successor agent shall be a “U.S. person” and a “financial institution” within the meaning of Treasury Regulations Section 1.1441-1. Upon the acceptance of any appointment as Agent by a successor Agent, such successor Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring Agent and the retiring Agent shall be discharged from its duties and obligations under this Agreement. After any retiring Agent’s resignation hereunder as such Agent, the provisions of this Article ARTICLE VIII shall inure to its benefit as to any actions taken or omitted to be taken by it while it was such Agent under this Agreement.

Successor Agents. Any The Agent may resign at any time by giving thirty (30) Business Days’ written notice thereof to the other Secured Parties Investors and the Lead BorrowerGrantors. Upon any such resignation of an Agentresignation, the Required Lenders Majority Investors shall have the right to appoint a successor Agent, which, so long as there is no Specified Default, shall be reasonably satisfactory to the Lead Borrower (whose consent in any event shall not be unreasonably withheld or delayed). If no successor Agent shall have been so appointed by the Required Lenders and/or none Majority Investors, and shall have accepted such appointment appointment, within thirty (30) 30 days after the retiring Agent’s 's giving of notice of resignation, then the retiring Agent may, on behalf of the other Secured PartiesInvestors, appoint a successor Agent Agent, which shall be a commercial bank (or affiliate thereof) organized under the laws of the United States of America or of any State thereof and having a combined capital and surplus of a at least $1,000,000,000, or capable of complying with all of the duties of such Agent hereunder (in the opinion of the retiring Agent and as certified to the other Secured Parties in writing by such successor Agent) which, so long as there is no Specified Default, shall be reasonably satisfactory to the Lead Borrower (whose consent shall not in any event be unreasonably withheld or delayed)250,000,000. Upon the acceptance of any appointment as the Agent hereunder by a successor AgentAgent and, upon the execution and filing or recording of such financing statements, or amendments thereto, and such other instruments or notices, as may be necessary or desirable, or as the Majority Investors may request, in order to continue the perfection of the Liens granted or purported to be granted by this Agreement and the other Operative Documents, such successor Agent shall thereupon succeed to and become vested with all the rights, powers, discretion, privileges and duties of the retiring Agent Agent, and the retiring Agent shall be discharged from its duties and obligations under the Operative Documents. If within 45 days after written notice is given of the retiring Agent's resignation under this AgreementSection 5(e) no successor Agent shall have been appointed and shall have accepted such appointment, then on such 45th day (a) the retiring Agent's resignation shall become effective, (b) the retiring Agent shall thereupon be discharged from its duties and obligations under the Operative Documents and (c) the Majority Investors shall thereafter perform all duties of the retiring Agent under the Operative Documents until such time, if any, as the Majority Investors appoint a successor Agent as provided above. After any retiring Agent’s 's resignation hereunder as such Agentthe Agent shall have become effective, the provisions of this Article VIII Section 5(e) shall inure to its benefit as to any actions taken or omitted to be taken by it while it was such the Agent under this Agreement.

Successor Agents. Any Agent may resign at any time by giving thirty (30) Business Days’ written notice thereof to the other Secured Credit Parties and the Lead Borrower. Upon any such resignation of an Agent, the Required Lenders shall have the right to appoint a successor Agent, which, so long as there is no Specified DefaultEvent of Default under SECTION 7.01(h), SECTION 7.01(i), SECTION 7.01(j), or SECTION 7.01 (k), shall be reasonably satisfactory to the Lead Borrower (whose consent in any event shall not be unreasonably withheld or delayed). If no successor Agent shall have been so appointed by the Required Lenders and/or none shall have accepted such appointment within thirty (30) days after the retiring Agent’s giving of notice of resignation, the retiring Agent may, on behalf of the other Secured Credit Parties, appoint a successor Agent which shall be a commercial bank (or affiliate thereof) organized under the laws of the United States of America or of any State thereof and having a combined capital and surplus of a least $1,000,000,000, or Person capable of complying with all of the duties of such Agent hereunder (in the opinion of the retiring Agent and as certified to the other Secured Credit Parties in writing by such successor Agent) which, so long as there is no Specified DefaultEvent of Default under SECTION 7.01(h), SECTION 7.01(i), SECTION 7.01(j), or SECTION 7.01(k), shall be reasonably satisfactory to the Lead Borrower (whose consent shall not in any event be unreasonably withheld or delayed). Upon the acceptance of any appointment as Agent by a successor Agent, such successor Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring Agent and the retiring Agent shall be discharged from its duties and obligations under this Agreement. After any retiring Agent’s resignation hereunder as such Agent, the provisions of this Article ARTICLE VIII shall inure to its benefit as to any actions taken or omitted to be taken by it while it was such Agent under this Agreement.

Successor Agents. Any Either Agent may resign at any time by giving thirty (30) Business Days’ written notice thereof to the other Secured Parties Lenders and the Lead BorrowerBorrower and may be removed at any time with or without cause by the Required Lenders. Upon any such resignation of an Agentor removal, the Required Lenders shall have the right to appoint a successor Agent, which, so long as there is no Specified Default, shall be reasonably satisfactory to the Lead Borrower (whose consent in any event shall not be unreasonably withheld or delayed). If no successor Agent shall have been so appointed by the Required Lenders and/or none appointed, and shall have accepted such appointment appointment, within thirty (30) days after the retiring Agent’s 's giving of notice of resignationresignation or the Required Lenders' removal of the retiring Agent, then the retiring Agent may, on behalf of the other Secured PartiesLenders, appoint a successor Agent Agent, which shall be a commercial bank (or affiliate thereof) organized under the laws of the United States of America or of any State thereof and having a combined capital and surplus of a at least $1,000,000,000, or capable of complying with all of the duties of such Agent hereunder one hundred million Dollars (in the opinion of the retiring Agent and as certified to the other Secured Parties in writing by such successor Agent) which, so long as there is no Specified Default, shall be reasonably satisfactory to the Lead Borrower (whose consent shall not in any event be unreasonably withheld or delayedUS$100,000,000). Upon the acceptance of any appointment as an Agent hereunder by a successor Agent and, in the case of a successor Collateral Agent, upon the execution and filing or recording of such instruments or notices, as may be necessary or desirable, or as the Required Lenders may request, in order to continue the perfection of the security interests granted or purported to be granted under the Security Documents, such successor Agent shall thereupon succeed to and become vested with all the rights, powers, discretion, privileges and duties of the retiring Agent Agent, and the retiring Agent shall be discharged from its duties and obligations under this Agreement. After any retiring Agent’s 's resignation or removal hereunder as such an Agent, the provisions of this Article VIII Section 15 shall inure to its benefit as to any actions taken or omitted to be taken by it while it was such an Agent under this Agreement.

Successor Agents. Any Either Agent may resign at any time by giving thirty as Agent upon twenty (3020) Business Daysdays’ written notice thereof to the Lenders, such other Secured Parties Agent and Borrower. If either Agent shall resign as such Agent in its applicable capacity under this Agreement and the Lead Borrower. Upon any such resignation of an Agentother Credit Documents, then the Required Lenders shall have the right to appoint a successor Agentagent, which, so long as there is no Specified Default, which successor agent shall (unless an Event of Default shall have occurred and be reasonably satisfactory continuing) be subject to the Lead approval by Borrower (whose consent in any event which approval shall not be unreasonably withheld or delayed), whereupon such successor agent shall succeed to the rights, powers and duties of such Agent in its applicable capacity, and the term “Administrative Agent” or “Collateral Agent”, as the case may be, shall mean such successor agent effective upon such appointment and approval, and the former Agent’s rights, powers and duties as Agent in its applicable capacity shall be terminated, without any other or further act or deed on the part of such former Agent or any of the parties to this Agreement or any holders of the Loans. If no applicable successor agent has accepted appointment as such Agent shall have been so appointed in its applicable capacity by the Required Lenders and/or none shall have accepted such appointment within thirty date that is twenty (3020) days after the following such retiring Agent’s giving of notice of resignation, such retiring Agent’s resignation shall nevertheless thereupon become effective and the retiring Agent may, on behalf of the other Secured Parties, appoint a successor Agent which Lenders shall be a commercial bank (or affiliate thereof) organized under the laws of the United States of America or of any State thereof assume and having a combined capital and surplus of a least $1,000,000,000, or capable of complying with perform all of the duties of such Agent hereunder (in until such time, if any, as the opinion of the retiring Agent and as certified to the other Secured Parties in writing by such successor Agent) which, so long as there is no Specified Default, shall be reasonably satisfactory to the Lead Borrower (whose consent shall not in any event be unreasonably withheld or delayed). Upon the acceptance of any appointment as Agent by Required Lenders appoint a successor Agent, such successor Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring Agent and the retiring Agent shall be discharged from its duties and obligations under this Agreementagent as provided for above. After any retiring Agent’s resignation hereunder as such the Administrative Agent or the Collateral Agent, as applicable, the provisions of this Article VIII XI shall inure to its benefit as to any actions taken or omitted to be taken by it while it was such an Agent under this AgreementAgreement and the other Credit Documents.

Successor Agents. Any Subject to the appointment and acceptance of a successor Agent (which shall be any Lender or a Lender Affiliate or a commercial lender organized under the laws of the United States of America or any political subdivision thereof which has a combined capital and reserves in excess of $250,000,000) as provided below, any Agent may resign at any time by giving thirty (30) Business Days’ written notice thereof to the other Secured Parties Lenders and the Lead BorrowerBorrower and may be removed at any time for cause by the Majority Lenders. Upon any such resignation of an Agentor removal, the Required Majority Lenders shall have the right to appoint appoint, subject to such Lender’s consent in its sole discretion, a successor Agent, which, so long as there is no Specified Default, shall be reasonably satisfactory to Agent from among the Lead Borrower (whose consent in any event shall not be unreasonably withheld Lenders or delayed)the Lender Affiliates. If no successor Agent shall have been so appointed by the Required Lenders and/or none Majority Lenders, and shall have accepted such appointment within thirty (30) days after the retiring Agent’s giving of notice of resignationresignation or the Majority Lenders’ removal of the retiring Agent, then the retiring Agent may, on behalf of the other Secured PartiesLenders, appoint a successor Agent which shall be any Lender or a Lender Affiliate or a commercial bank (or affiliate thereof) organized under the laws of the United States of America or of any State political subdivision thereof and having a which has combined capital and surplus reserves in excess of a least $1,000,000,000, or capable of complying with all of the duties of such Agent hereunder (in the opinion of the retiring Agent and as certified to the other Secured Parties in writing by such successor Agent) which, so long as there is no Specified Default, shall be reasonably satisfactory to the Lead Borrower (whose consent shall not in any event be unreasonably withheld or delayed)250,000,000. Upon the acceptance of any appointment as Agent hereunder by a successor Agent, such successor Agent shall thereupon succeed to and become vested with all the rights, powers, privileges privileges, duties, and duties obligations of the retiring Agent Agent, and the retiring Agent shall be discharged from its duties and obligations under this Agreementhereunder. After any retiring Agent’s resignation or removal hereunder as such Agent, the provisions of this Article VIII Section 10.14 shall inure to continue in effect for its benefit as to in respect of any actions taken or omitted to be taken by it while it was such Agent under this Agreementacting as an Agent.

Successor Agents. Any Agent may resign at any time by giving thirty (30) Business Days’ 30 days' written notice thereof to the other Secured Parties Lenders and the Lead Borrower. Any Agent may be removed by the Required Lenders at any time by giving 10 days' prior written notice thereof to such Agent, the other Lenders and the Borrower. Upon any such resignation of an Agentor removal, the Required Lenders Borrower shall have the right to appoint a successor Agent; provided, whichthat the Required Lenders or the remaining Agents shall have the right, so long as there is no Specified Defaultacting reasonably, shall be reasonably satisfactory to the Lead Borrower (whose consent in any event shall not be unreasonably withheld or delayed)disapprove such successor Agent. If no successor Agent shall have been so appointed by the Required Lenders and/or none and consented to, and shall have accepted such appointment appointment, within thirty (30) 30 days after the retiring Agent’s giving of such notice of resignationresignation or removal, the retiring Agent may, on behalf then any of the other Secured Parties, appoint a remaining Agents shall succeed to the obligations of such Agent hereunder. Each successor Agent which shall be a commercial bank (or affiliate thereof) trust company organized or licensed under the laws of the United States of America or of any State thereof and having a combined capital and surplus of a at least $1,000,000,000, or capable of complying with all of the duties of such Agent hereunder (in the opinion of the retiring Agent and as certified to the other Secured Parties in writing by such successor Agent) which, so long as there is no Specified Default, shall be reasonably satisfactory to the Lead Borrower (whose consent shall not in any event be unreasonably withheld or delayed). Upon the acceptance by a successor Agent of any its appointment as Agent by a successor Agenthereunder, such successor Agent shall thereupon succeed to and become vested with all the properties, rights, powers, privileges and duties of the former Agent, without further act, deed or conveyance. Upon the effective date of resignation or removal of a retiring Agent and the retiring Agent, such Agent shall be discharged from its duties and obligations under this Agreement. After any retiring Agent’s resignation hereunder as such AgentAgreement and the other Loan Documents, but the provisions of this Article VIII Agreement shall inure to its benefit as to any actions taken or omitted to be taken by it while it was such 53 59 Agent under this Agreement. If and so long as no successor Agent shall have been appointed, then any notice or other communication required or permitted to be given by the retiring Agent shall be sufficiently given if given by the Required Lenders, all notices or other communications required or permitted to be given to the Agent shall be given to each Lender, and all payments to be made to the retiring Agent shall be made directly to the Borrower or Lender for whose account such payment is made.

Successor Agents. Any Agent may resign at any time by giving thirty (30) Business Days’ written notice thereof to the other Secured Credit Parties and the Lead Borrower. Upon any such resignation of an Agent, the Required Lenders shall have the right to appoint a successor Agent, which, so long as there is no Specified DefaultEvent of Default under SECTION 7.01(g), SECTION 7.01(h), SECTION 7.01(i), or SECTION 7.0l(j), shall be reasonably satisfactory to the Lead Borrower (whose consent in any event shall not be unreasonably withheld or delayed). If no successor Agent shall have been so appointed by the Required Lenders and/or none shall have accepted such appointment within thirty (30) days after the retiring Agent’s giving of notice of resignation, the retiring Agent may, on behalf of the other Secured Credit Parties, appoint a successor Agent which shall be a commercial bank (or affiliate thereof) organized under the laws of the United States of America or of any State thereof and having a combined capital and surplus of a least $1,000,000,000, or Person capable of complying with all of the duties of such Agent hereunder (in the opinion of the retiring Agent and as certified to the other Secured Credit Parties in writing by such successor Agent) which, so long as there is no Specified DefaultEvent of Default under SECTION 7.0l(g), SECTION 7.0l(h), SECTION 7.0l(i), or SECTION 7.0l(j), shall be reasonably satisfactory to the Lead Borrower (whose consent shall not in any event be unreasonably withheld or delayed). Upon the acceptance of any appointment as Agent by a successor Agent, such successor Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring Agent and the retiring Agent shall be discharged from its duties and obligations under this Agreement. After any retiring Agent’s resignation hereunder as such Agent, the provisions of this Article ARTICLE VIII shall inure to its benefit as to any actions taken or omitted to be taken by it while it was such Agent under this Agreement.

Successor Agents. Any Agent may resign at any time by giving thirty (30) Business Days’ written notice thereof to the other Secured Parties and the Lead Borrower. Upon any such resignation of an Agent, the Required Lenders shall have the right to appoint a successor Agent, which, so long as there is no Specified Default, shall be reasonably satisfactory to the Lead Borrower (whose consent in any event shall not be unreasonably withheld or delayed). If no successor Agent shall have been so appointed by the Required Lenders Lenders, and/or none shall have accepted such appointment within thirty (30) days after the retiring Agent’s giving of notice of resignation, the retiring Agent may, on behalf of the other Secured Parties, appoint a successor Agent which shall be a commercial bank (or affiliate thereof) organized under the laws of the United States of America or of any State thereof and having a combined capital and surplus of a least $1,000,000,000, or capable of complying with all of the duties of such Agent hereunder (in the opinion of the retiring Agent and as certified to the other Secured Parties in writing by such successor Agent) which, so long as there is no Specified Default, shall be reasonably satisfactory to the Lead Borrower (whose consent shall not in any event be unreasonably withheld or delayed). Upon the acceptance of any appointment as Agent by a successor Agent, such successor Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring Agent and the retiring Agent shall be discharged from its duties and obligations under this Agreement. After any retiring Agent’s resignation hereunder as such Agent, the provisions of this Article VIII shall inure to its benefit as to any actions taken or omitted to be taken by it (i) while it was such Agent under this AgreementAgreement and (ii) after such resignation for so long as it continues to act in any capacity hereunder or under the other Loan Documents, including (a) 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 or Collateral to a successor Administrative Agent or Collateral Agent.

Successor Agents. Any Agent may resign at any time by ---------------- giving thirty (30) Business Days’ written notice thereof to the other Secured Parties Lenders and the Lead BorrowerCompany. Upon any such resignation of an Agentresignation, the Required Lenders shall have the right to appoint a successor Agent, which, so long as there is no Specified Default, shall be reasonably satisfactory acceptable to the Lead Borrower (whose Company, with such rights and obligations hereunder as those previously held by the retiring Agent, provided, the successor Agent may be appointed by the -------- Required Lenders without any consultation with or consent in of the Company or any event shall not be unreasonably withheld other Loan Party if an Event of Default or delayed)Default has occurred and is continuing. If no successor Agent shall have been so appointed by the Required Lenders and/or none Lenders, been accepted by the Company, and shall have accepted such appointment appointment, within thirty (30) 30 days after the retiring Agent’s 's giving of notice of resignation, then the retiring Agent may, on behalf of the other Secured PartiesLenders, appoint a successor Agent Agent, which shall be a Lender or a commercial bank (or affiliate thereof) other financial institution organized under the laws of the United States of America or of any State thereof and having a combined capital and surplus of a at least $1,000,000,000, or capable of complying with all of the duties of such Agent hereunder (in the opinion of the retiring Agent and as certified to the other Secured Parties in writing by such successor Agent) which, so long as there is no Specified Default, shall be reasonably satisfactory to the Lead Borrower (whose consent shall not in any event be unreasonably withheld or delayed)500,000,000. Upon the acceptance of any appointment as Agent hereunder by a successor Agent, such successor Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring Agent Agent, and the retiring Agent shall be discharged from its duties and obligations under this AgreementAgreement and the other Loan Documents. After any retiring Agent’s 's resignation hereunder as such an Agent, the provisions of this Article VIII IX shall inure to its benefit as to any actions taken or omitted to be taken by it while it was such an Agent under this AgreementAgreement and the other Loan Documents.

Successor Agents. Any Subject to the appointment of a successor as set forth herein, any Agent may resign at any time by giving thirty (30) Business Daysupon 30 days’ written notice thereof to the Lenders, the other Secured Parties and Agent, and, unless a Default or Event of Default then exists, the Lead Borrower, effective upon appointment of a successor Agent, or in accordance with Section 9.9(b) below. Upon receipt of any such resignation notice of an Agentresignation, the Required Lenders shall have the right to appoint a successor Agentagent for the Lenders, which, so long as there is no Specified Default, which successor agent shall be reasonably satisfactory a bank that has an office in New York, New York with a combined capital and surplus of at least $500,000,000 and shall (unless an Event of Default under Section 8.1(a) or Section 8.1(f) with respect to the Lead Borrower shall have occurred and be continuing) be subject to approval by the Borrower (whose consent in any event which approval shall not be unreasonably withheld or delayed), whereupon such successor agent shall succeed to the rights, powers and duties of such retiring Agent, and the retiring Agent’s rights, powers and duties as Agent shall be terminated, without any other or further act or deed on the part of such retiring Agent or any of the parties to this Agreement or any holders of the Loans. If no successor Agent shall have been so appointed by the Required Lenders and/or none with such consent of the Borrower and shall have accepted such appointment within thirty (30) 30 days after the retiring Agent’s giving of notice of resignation, then the retiring Agent may, on behalf of the other Secured Parties, appoint a successor Agent which shall be a commercial bank (or affiliate thereof) organized under Lenders and with the laws consent of the United States of America or of any State thereof and having a combined capital and surplus of a least $1,000,000,000, or capable of complying with all of the duties of such Agent hereunder (in the opinion of the retiring Agent and as certified to the other Secured Parties in writing by such successor Agent) which, so long as there is no Specified Default, shall be reasonably satisfactory to the Lead Borrower (whose such consent shall not in any event to be unreasonably withheld or delayed). Upon the acceptance of any appointment as Agent by ) appoint a successor Administrative Agent and/or Collateral Agent, such successor Agent shall thereupon succeed to and become vested as the case may be, with all the rights, powers, privileges and duties of the retiring Agent and the retiring Agent shall be discharged from its duties and obligations under this Agreementqualifications set forth above. After any retiring Agent’s resignation hereunder as such Agent, the provisions of this Article VIII Section 9 shall inure to its benefit as to any actions taken or omitted to be taken by it while it was such Agent under this Agreement.Agreement and the other Loan Documents. LEGAL_US_E # 147593786.29

Successor Agents. Any Agent may resign at any time by giving thirty as such under the Credit Documents upon ninety (3090) Business Days’ days' prior written notice thereof to the other Secured Parties Lenders and the Company and the Lead Borrower. Upon any such resignation of an Agent, Administrative Agent shall resign in the Required Lenders shall have the right to appoint a successor Agent, which, so long as there is no Specified Default, event its Maximum Commitment shall be reasonably satisfactory less than $25,000,000.00. In addition, in the event any Agent fails to perform its obligations under the Lead Borrower (whose consent Credit Documents in any event shall not be unreasonably withheld or delayed). If no successor Agent shall have been so appointed by the Required Lenders and/or none shall have accepted such appointment material manner and fails to correct its performance within thirty (30) days after the retiring Agent’s giving of written notice of resignationsuch failure of performance given by not less than the Majority Lenders, then such Agent may be removed upon thirty (30) days notice given by not less than the Majority Lenders. If an Agent shall resign or be so removed, then, on or before the effective date of such resignation or removal, the retiring Majority Lenders shall appoint a successor agent reasonably acceptable to the Company or, if the Majority Lenders are unable to agree on the appointment of a successor agent, such Agent mayshall appoint a successor agent for the Lenders, which successor agent shall be reasonably acceptable to the Company, whereupon such successor agent shall succeed to the rights, powers and duties of such Agent, and the term "Documentation Agent," "Syndication Agent," "Lead Administrative Agent," "Co-Administrative Agent," "Arranger", "Co-Arranger" or "Co-Agents," as applicable, shall mean such successor agent effective upon its appointment, and the former Agent's rights, powers and duties shall be terminated without any other or further act or deed on behalf the part of such former Agent or any of the parties to this Agreement or any of the other Secured Parties, appoint a successor Agent which shall be a commercial bank (Credit Documents or affiliate thereof) organized under the laws of the United States of America or of any State thereof and having a combined capital and surplus of a least $1,000,000,000, or capable of complying with all of the duties of such Agent hereunder (in the opinion of the retiring Agent and as certified to the other Secured Parties in writing by such successor Agent) which, so long as there is no Specified Default, shall be reasonably satisfactory to the Lead Borrower (whose consent shall not in any event be unreasonably withheld or delayed). Upon the acceptance of any appointment as Agent by a successor Agent, such successor Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring Agent and the retiring Agent shall be discharged from its duties and obligations under this Agreementsuccessors thereto. After any retiring Agent’s 's resignation hereunder as such Agentor removal hereunder, the provisions of this Article VIII Paragraph 12 shall inure to its benefit as to any actions taken or omitted to be taken by it while it was such Agent under this Agreement.the Credit Documents. 12

Successor Agents. Any The Administrative Agent may resign ---------------- at any time by giving thirty (30) Business Days’ written notice thereof to the other Secured Lender Parties and the Lead BorrowerBorrower and may be removed at any time with or without cause by the Required Lenders. Upon any such resignation of an Agentor removal, the Required Lenders shall have the right to appoint a successor Agent, which, so long as there is no Specified Default, shall be reasonably satisfactory to the Lead Borrower (whose consent in any event shall not be unreasonably withheld or delayed). If no successor Agent shall have been so appointed by the Required Lenders and/or none Lenders, and shall have accepted such appointment appointment, within thirty (30) 30 days after the retiring Agent’s 's giving of notice of resignationresignation or the Required Lenders' removal of the retiring Agent, then the retiring Agent may, on behalf of the other Secured Lender Parties, appoint a successor Agent Agent, which shall be a commercial bank (or affiliate thereof) organized under the laws of the United States of America or of any State thereof and having a combined capital and surplus of a at least $1,000,000,000, or capable of complying with all of the duties of such Agent hereunder (in the opinion of the retiring Agent and as certified to the other Secured Parties in writing by such successor Agent) which, so long as there is no Specified Default, shall be reasonably satisfactory to the Lead Borrower (whose consent shall not in any event be unreasonably withheld or delayed)250,000,000. Upon the acceptance of any appointment as Agent hereunder by a successor AgentAgent and upon the execution and filing or recording of such financing statements, or amendments thereto, and such 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 Collateral Documents, such successor Agent shall thereupon succeed to and become vested with all the rights, powers, discretion, privileges and duties of the retiring Agent Agent, and the retiring Agent shall be discharged from its duties and obligations under this Agreementthe Loan Documents. After any retiring Agent’s 's resignation or removal hereunder as such Agent, the provisions of this Article VIII shall inure to its benefit as to any actions taken or omitted to be taken by it while it was such Agent under this Agreement.

Successor Agents. Any Agent may (and, at the request of the Required Interest Holders, shall) resign at any time by giving thirty (30) Business Days’ written notice thereof to the other Secured Parties Purchasers, the Issuer and the Lead BorrowerGuarantor. Upon any such resignation of an Agentresignation, the Required Lenders Interest Holders shall have the right to appoint a successor Agent, which, so long as there Agent to replace the resigning Agent with (provided that no Event of Default has occurred and is no Specified Default, shall be reasonably satisfactory to continuing) the Lead Borrower consent of the Issuer and the Guarantor (whose which consent in any event shall not be unreasonably withheld or delayedwithheld). If no successor Agent shall have been so appointed by the Required Lenders and/or none Interest Holders (with the consent of the Issuer and the Guarantor, if appropriate) and shall have accepted such appointment appointment, within thirty (30) 30 days after the retiring Agent’s giving of Agent gives notice of resignation, then the retiring Agent may, on behalf of the other Secured PartiesPurchasers, appoint a successor Agent in such capacity, which successor Agent shall be (i) in the case of a successor to the Administrative Agent or the Principal Paying Agent, a commercial bank (organized or affiliate thereof) organized licensed under the laws of the United States of America or of any State state thereof and having a combined capital and surplus of a at least $1,000,000,000100,000,000 or (ii) in the case of a successor to the Brazilian Collateral Agent, a commercial bank organized or licensed under the laws of Brazil having a combined capital and surplus of at least $50,000,000, or capable a Brazilian branch of complying with all a commercial bank meeting the requirements of the duties of such Agent hereunder clause (in the opinion of the retiring Agent and as certified to the other Secured Parties in writing by such successor Agenti) which, so long as there is no Specified Default, shall be reasonably satisfactory to the Lead Borrower (whose consent shall not in any event be unreasonably withheld or delayed)above. Upon the acceptance of any its appointment as an Agent hereunder by a successor Agent, such successor Agent shall thereupon succeed to and become vested with all the rights, powers, privileges rights and duties of the retiring Agent in its capacity as such, and the retiring Agent shall be discharged from its duties and obligations under this Agreementhereunder. After any retiring Agent’s resignation hereunder Agent resigns as such AgentAgent hereunder, the provisions of this Article VIII shall inure to its benefit as to any actions taken or omitted to be taken by it while it was such Agent under this AgreementAgent.

Successor Agents. Any Agent may resign at any time by giving thirty (30) Business Days30 days’ written notice thereof of such resignation to the other Secured Parties Banks and the Lead Borrower, such resignation to be effective only upon the appointment of a successor Agent as hereinafter provided. Upon any such resignation notice of an resignation, the Banks shall jointly appoint a successor Agent upon written notice to the Borrower and the withdrawing Agent, and provided that no Default or Event of Default exists, the Required Lenders Borrower shall have the right to appoint a successor Agent, which, so long as there is no Specified Default, shall be reasonably satisfactory consent to the Lead Borrower such appointment (whose which consent in any event shall not be unreasonably withheld or delayed). If no successor Agent shall have been so jointly appointed by such Banks (and, if required, consented to by the Required Lenders and/or none Borrower) and shall have accepted such appointment within thirty (30) days after the retiring Agent’s giving of withdrawing Agent shall have given notice of resignation, the retiring Administrative Agent (unless it is the withdrawing Agent, in which event the Bank or Banks having the largest Commitment Percentage) may, on behalf of upon notice to the other Secured PartiesBorrower and the Banks, appoint a successor Agent which shall be a commercial bank (or affiliate thereof) organized under the laws of the United States of America or of any State thereof and having a combined capital and surplus of a least $1,000,000,000, or capable of complying with all of the duties of such Agent hereunder (in the opinion of the retiring Agent and as certified to the other Secured Parties in writing by such successor Agent) which, so long as there is no Specified Default, shall be reasonably satisfactory to the Lead Borrower (whose consent shall not in any event be unreasonably withheld or delayed). Upon the its acceptance of any appointment as an Agent by a successor Agenthereunder, such the successor Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring Agent its predecessor, and the retiring withdrawing Agent shall be discharged from its duties and obligations as an Agent under this Agreementthe Loan Documents. After any retiring an Agent’s resignation hereunder as such Agenthereunder, the provisions of this Article VIII hereof shall inure to its benefit as to any actions taken or omitted to be taken by it while it was such an Agent under this Agreementthe Loan Documents and it shall also continue to be entitled to the indemnities provided hereunder insofar as they relate to events which occurred while it was an Agent hereunder.

Successor Agents. Any Agent may resign at any time by giving thirty (30) Business Daysupon 30 days’ written notice thereof to the other Secured Parties Lenders, the Borrower and the Lead Borrowerother Agent effective upon appointment of a successor Agent. Upon receipt of any such resignation notice of an Agentresignation, the Required Lenders shall have appoint from among the right to appoint Lenders a successor Agentagent for the Lenders, which, so long as there is no Specified Default, which successor agent shall be reasonably satisfactory (unless an Event of Default under Section 8(a) or Section 8(f) with respect to the Lead Borrower shall have occurred and be continuing) be subject to approval by the Borrower (whose consent in any event which approval shall not be unreasonably withheld or delayed), whereupon such successor agent shall succeed to the rights, powers and duties of such retiring Agent, and the retiring Agent’s rights, powers and duties as Agent shall be terminated, without any other or further act or deed on the part of such retiring Agent or any of the parties to this Agreement or any holders of the Loans. If no successor Agent shall have been so appointed by the Required Lenders and/or none with such consent of the Borrower and shall have accepted such appointment within thirty (30) 30 days after the retiring Agent’s giving of notice of resignation, then the retiring Agent may, on behalf of the other Secured PartiesLenders and with the consent of the Borrower (such consent not to be unreasonably withheld or delayed), appoint a successor Agent which Agent, that shall be a commercial bank (or affiliate thereof) organized under the laws of the United States of America or of any State thereof and having that has an office in New York, New York with a combined capital and surplus of a at least $1,000,000,000, or capable of complying with all of the duties of such Agent hereunder (in the opinion of the retiring Agent and as certified to the other Secured Parties in writing by such successor Agent) which, so long as there is no Specified Default, shall be reasonably satisfactory to the Lead Borrower (whose consent shall not in any event be unreasonably withheld or delayed). Upon the acceptance of any appointment as Agent by a successor Agent, such successor Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring Agent and the retiring Agent shall be discharged from its duties and obligations under this Agreement500,000,000. After any retiring Agent’s resignation hereunder as such Agent, the provisions of this Article VIII Section 9 shall inure to its benefit as to any actions taken or omitted to be taken by it while it was such Agent under this AgreementAgreement and the other First Lien Loan Documents.

Successor Agents. Any An Agent may resign at any time by giving thirty (30) Business Days’ written notice thereof to the other Secured Parties Banks and the Lead BorrowerCompany. Upon any such resignation of an Agentresignation, the Company shall, with the consent of the Required Lenders shall Banks, have the right to appoint a successor Agent (which may be the other institution then acting as Agent, which, so long as there is no Specified Default, shall be reasonably satisfactory to the Lead Borrower (whose consent in any event shall not be unreasonably withheld or delayed). If no successor Agent shall have been so appointed by the Required Lenders and/or none appointed, and shall have accepted such appointment appointment, within thirty (30) 60 days after the retiring Agent’s giving of Agent gives notice of resignation, the retiring Agent may, on behalf of the other Secured PartiesBanks, appoint a successor Agent (which may be the other institution then acting as Agent), which shall be a commercial bank (organized or affiliate thereof) organized licensed under the laws of the United States of America or of any State thereof and having a combined capital and surplus of a at least $1,000,000,000, or capable of complying with all of the duties of such Agent hereunder (in the opinion of 50,000,000; provided that if the retiring Agent shall notify the Company and as certified the Banks that no qualifying Person has accepted such appointment, then such resignation shall nonetheless become effective in accordance with such notice and (i) the retiring Agent shall be discharged from its duties and obligations hereunder and (ii) all payments, communications and determinations provided to the other Secured Parties in writing by be made by, to or through such successor retiring Agent) which, so long as there is no Specified Defaultincluding under Section 5.01 hereof, shall instead be reasonably satisfactory made by or to each Bank and Issuing Bank directly, until such time as the Lead Borrower (whose consent shall not Required Banks appoint a successor Agent as provided for in any event be unreasonably withheld or delayed)this Section. Upon the acceptance of any its appointment as an Agent hereunder by a successor Agent, such successor Agent shall thereupon succeed to and become vested with all the rights, powers, privileges rights and duties of the retiring Agent Agent, and the retiring Agent shall be discharged from its duties and obligations under hereunder as Agent (if not already discharged therefrom as provided in this AgreementSection). After any retiring Agent’s resignation hereunder as such an Agent, the provisions of this Article VIII shall inure to its benefit as to any actions taken or omitted to be taken by it while it was such Agent under this Agreementan Agent.

Successor Agents. (a) Any Agent may resign at any time by giving thirty (30) Business Days’ written notice thereof to the other Secured Parties Lenders and the Lead BorrowerBorrowers and may be removed at any time with or without cause by the Required Lenders; PROVIDED, HOWEVER, that the Collateral Agent may not resign or be removed except where the Collateral Agent is also resigning or being removed and a successor Collateral Agent has been appointed under this Agreement and shall have accepted such appointment. Upon any such resignation of an Agentor removal, the Required Lenders shall have the right right, upon five days' notice to the Borrowers, to appoint a successor Agent, which, so long as there is no Specified Default, shall be reasonably satisfactory to the Lead Borrower (whose consent in any event shall not be unreasonably withheld or delayed). If no successor Agent shall have been so appointed by the Required Lenders and/or none Lenders, and shall have accepted such appointment appointment, within thirty (30) 30 days after the retiring Agent’s 's giving of notice of resignationresignation or the Required Lenders' removal of the retiring Agent, then, upon five days' notice to the Borrowers, the retiring Agent may, on behalf of the other Secured PartiesLenders, appoint a successor Agent Agent, which shall be a bank which maintains an office in the United States, or a commercial bank (or affiliate thereof) organized under the laws of the United States of America or of any State thereof and thereof, or any Affiliate of such bank, having a combined capital and surplus of a at least $1,000,000,000, or capable of complying with all of the duties of such Agent hereunder 100,000,000. (in the opinion of the retiring Agent and as certified to the other Secured Parties in writing by such successor Agentb) which, so long as there is no Specified Default, shall be reasonably satisfactory to the Lead Borrower (whose consent shall not in any event be unreasonably withheld or delayed). Upon the acceptance of any appointment as an Agent hereunder by a successor Agent, such successor Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring Agent Agent, and the retiring Agent shall be discharged from its duties and obligations under this Agreement. After any retiring Agent’s 's resignation or removal hereunder as such Agent, the provisions of this Article VIII X shall inure to its benefit as to any actions taken or omitted to be taken by it while it was such an Agent under this Agreement.. 153

Successor Agents. Any Agent may resign at any time by giving thirty as such under the Credit Documents upon ninety (3090) Business Days’ days' ---------------- prior written notice thereof to the other Secured Parties Lenders and the Company and the Lead Borrower. Upon any such resignation of an Agent, Administrative Agent shall resign in the Required Lenders shall have the right to appoint a successor Agent, which, so long as there is no Specified Default, event its Maximum Commitment shall be reasonably satisfactory less than $25,000,000.00. In addition, in the event any Agent fails to perform its obligations under the Lead Borrower (whose consent Credit Documents in any event shall not be unreasonably withheld or delayed). If no successor Agent shall have been so appointed by the Required Lenders and/or none shall have accepted such appointment material manner and fails to correct its performance within thirty (30) days after the retiring Agent’s giving of written notice of resignationsuch failure of performance given by not less than the Majority Lenders, then such Agent may be removed upon thirty (30) days notice given by not less than the Majority Lenders. If an Agent shall resign or be so removed, then, on or before the effective date of such resignation or removal, the retiring Majority Lenders shall appoint a successor agent reasonably acceptable to the Company or, if the Majority Lenders are unable to agree on the appointment of a successor agent, such Agent mayshall appoint a successor agent for the Lenders, which successor agent shall be reasonably acceptable to the Company, whereupon such successor agent shall succeed to the rights, powers and duties of such Agent, and the term "Documentation Agent," "Syndication Agent," "Lead Administrative Agent," "Co-Administrative Agent," "Arranger", "Co-Arranger" or "Co-Agents," as applicable, shall mean such successor agent effective upon its appointment, and the former Agent's rights, powers and duties shall be terminated without any other or further act or deed on behalf the part of such former Agent or any of the parties to this Agreement or any of the other Secured Parties, appoint a successor Agent which shall be a commercial bank (Credit Documents or affiliate thereof) organized under the laws of the United States of America or of any State thereof and having a combined capital and surplus of a least $1,000,000,000, or capable of complying with all of the duties of such Agent hereunder (in the opinion of the retiring Agent and as certified to the other Secured Parties in writing by such successor Agent) which, so long as there is no Specified Default, shall be reasonably satisfactory to the Lead Borrower (whose consent shall not in any event be unreasonably withheld or delayed). Upon the acceptance of any appointment as Agent by a successor Agent, such successor Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring Agent and the retiring Agent shall be discharged from its duties and obligations under this Agreementsuccessors thereto. After any retiring Agent’s 's resignation hereunder as such Agentor removal hereunder, the provisions of this Article VIII Paragraph 12 shall inure to its benefit as to any actions taken or omitted to be taken by it while it was such Agent under this Agreementthe Credit Documents.

Successor Agents. Any Each Agent may resign at any time by giving thirty (30) Business Days’ written notice thereof to the other Secured Parties Lenders and the Lead BorrowerBorrower and may be removed at any time with or without cause by the Majority Lenders, with any such resignation or removal to become effective only upon the appointment of a successor Agent in such capacity, pursuant to this Section 9.06. Upon any such resignation of an Agentor removal, the Required Majority Lenders shall have the right to appoint a successor Agent, which, so long as there is no Specified Default, Agent in such capacity which shall be a Lender or another commercial bank or trust company reasonably satisfactory acceptable to the Lead Borrower (whose consent in organized under the laws of the United States, or of any event shall not be unreasonably withheld or delayed)State thereof. If no successor Agent shall have been so appointed by the Required Lenders and/or none Majority Lenders, and shall have accepted such appointment appointment, within thirty (30) 30 days after the retiring Agent’s 's giving of notice of resignationresignation or the Majority Lenders' removal of the retiring Agent, then the retiring Agent may, on behalf of the other Secured PartiesLenders, appoint a successor Agent in such capacity, which shall be a Lender or shall be another commercial bank (or affiliate thereof) trust company organized under the laws of the United States of America or of any State thereof and having a combined capital and surplus of a least $1,000,000,000, or capable of complying with all of the duties of such Agent hereunder (in the opinion of the retiring Agent and as certified reasonably acceptable to the other Secured Parties in writing by such successor Agent) which, so long as there is no Specified Default, shall be reasonably satisfactory to the Lead Borrower (whose consent shall not in any event be unreasonably withheld or delayed)Borrower. Upon the acceptance of any appointment as an Agent hereunder by a successor AgentAgent and the execution and delivery by the Borrower and the successor Agent of an agreement relating to the fees to be paid to the successor Agent under Section 2.02(b) hereof in connection with its acting as an Agent hereunder, such successor Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring Agent and the retiring Agent shall be discharged from its duties and obligations under this Agreement. After any retiring Agent’s 's resignation or removal hereunder as such an Agent, the provisions of this Article VIII IX shall inure to its benefit as to any actions taken or omitted to be taken by it while it was an Agent in such Agent capacity under this Agreement.

Successor Agents. Any Agent may resign at any time by giving thirty (30) Business Days’ 30 days' written notice thereof to the other Secured Parties Lenders and the Lead BorrowerBorrowers and may be removed as such Agent at any time with or without cause by the Required Lenders. Upon any such resignation of an Agentor removal, the Required Lenders shall have the right to appoint a successor Agent, whichsubject, so long as there is no Specified DefaultDefault under Section 6.01(a), (c) (with respect to Section 5.04) or (f) shall have occurred and be reasonably satisfactory continuing, to the Lead Borrower consent by Global of such appointment (whose which consent in any event shall not be unreasonably withheld or delayed). If no successor Agent shall have been so appointed by the Required Lenders and/or none and, if applicable, consented to by Global, and shall have accepted such appointment appointment, within thirty (30) 30 days after the retiring Agent’s 's giving of notice of resignationresignation or the Required Lenders' removal of the retiring Agent, then the retiring Agent may, on behalf of the other Secured PartiesLenders, appoint a successor Agent Agent, subject, so long as no Default shall have occurred and be continuing, to consent by Global of such appointment (which consent shall not be unreasonably withheld or delayed) which shall be a commercial bank (or affiliate thereof) organized under the laws of the United States of America or of any State thereof and having a combined capital and surplus of a at least $1,000,000,000, or capable of complying with all of the duties of such Agent hereunder (in the opinion of the retiring Agent and as certified to the other Secured Parties in writing by such successor Agent) which, so long as there is no Specified Default, shall be reasonably satisfactory to the Lead Borrower (whose consent shall not in any event be unreasonably withheld or delayed)250,000,000. Upon the acceptance of any appointment as Agent hereunder by a successor Agent, such successor Agent shall thereupon succeed to and become vested with all the rights, powers, discretion, privileges and duties of the retiring Agent and the retiring Agent shall be discharged from its duties and obligations under this Agreementthe Loan Documents. After any retiring Agent’s 's resignation or removal hereunder as such Agent, the provisions of this Article VIII shall inure to its benefit as to any actions taken or omitted to be taken by it while it was such Agent Agent, under this Agreement.

Successor Agents. (a) Any Agent may resign at any time by giving thirty (30) Business Days’ written notice thereof to the other Secured Parties Lenders and the Lead BorrowerBorrowers and may be removed at any time with or without cause by the Required Lenders; provided, however, the Collateral Agent may not resign or be removed except where the Collateral Agent is also resigning - 126 - or being removed and a successor Collateral Agent has been appointed under this Agreement and shall have accepted such appointment. Upon any such resignation of an Agentor removal, the Required Lenders shall have the right right, upon five days' notice to the Borrowers, to appoint a successor Agent, which, so long as there is no Specified Default, shall be reasonably satisfactory to the Lead Borrower (whose consent in any event shall not be unreasonably withheld or delayed). If no successor Agent shall have been so appointed by the Required Lenders and/or none Lenders, and shall have accepted such appointment appointment, within thirty (30) 30 days after the retiring Agent’s 's giving of notice of resignationresignation or the Required Lenders' removal of the retiring Agent, then, upon five days' notice to the Borrowers, the retiring Agent may, on behalf of the other Secured PartiesLenders, appoint a successor Agent Agent, which shall be a bank which maintains an office in the United States, or a commercial bank (or affiliate thereof) organized under the laws of the United States of America or of any State thereof and thereof, or any Affiliate of such bank, having a combined capital and surplus of a at least $1,000,000,000, or capable of complying with all of the duties of such Agent hereunder 100,000,000. (in the opinion of the retiring Agent and as certified to the other Secured Parties in writing by such successor Agentb) which, so long as there is no Specified Default, shall be reasonably satisfactory to the Lead Borrower (whose consent shall not in any event be unreasonably withheld or delayed). Upon the acceptance of any appointment as an Agent hereunder and under the Letter of Credit Agreement by a successor Agent, such successor Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring Agent Agent, and the retiring Agent shall be discharged from its duties and obligations under this Agreement. After any retiring Agent’s 's resignation or removal hereunder as such Agent, the provisions of this Article VIII X shall inure to its benefit as to any actions taken or omitted to be taken by it while it was such an Agent under this Agreement or the Letter of Credit Agreement.

Successor Agents. Any Agent may resign at any time by giving thirty (30) Business Days’ written notice thereof to the other Secured Lender Parties and the Lead BorrowerBorrower and may be removed at any time with or without cause by the Required Lenders. Upon any such resignation of an Agentor removal, the Required Lenders shall have the right to appoint a successor Agent, which, so long as there is no Specified Default, shall be reasonably satisfactory to the Lead Borrower (whose consent in any event shall not be unreasonably withheld or delayed). If no successor Agent shall have been so appointed by the Required Lenders and/or none Lenders, and shall have accepted such appointment appointment, within thirty (30) 30 days after the retiring Agent’s giving of notice of resignationresignation or the Required Lenders’ removal of the retiring Agent, then the retiring Agent may, on behalf of the other Secured Lender Parties, appoint a successor Agent Agent, which shall be a commercial bank (or affiliate thereof) organized under the laws of the United States of America or of any State thereof and having a combined capital and surplus of a at least $1,000,000,000, or capable of complying with all of the duties of such Agent hereunder (in the opinion of the retiring Agent and as certified to the other Secured Parties in writing by such successor Agent) which, so long as there is no Specified Default, shall be reasonably satisfactory to the Lead Borrower (whose consent shall not in any event be unreasonably withheld or delayed)250,000,000. 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 Required Lenders may request, in order to continue the perfection of the Liens granted or purported to be granted by the Collateral Documents, such successor Agent shall thereupon succeed to and become vested with all the rights, powers, discretion, privileges and duties of the retiring Agent (other than any rights to indemnity payments owed to the retiring or removed 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 AgreementSection 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 (except in the case of any collateral security held by any Agent on behalf of the Secured Parties under any of the Loan Documents, the retiring Agent shall continue to hold such collateral security until such time as a successor Agent is appointed) and (c) the Required Lenders shall thereafter perform all duties of the retiring Agent under the Loan Documents, and except for any indemnity payments owed to the retiring or removed 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 Issuing Bank directly, until such time, if any, as the Required Lenders appoint a successor Agent as provided above. After any retiring Agent’s resignation or removal hereunder as such AgentAgent shall have become effective, the provisions of this Article VIII VII shall inure to its benefit as to any actions taken or omitted to be taken by it while it was such Agent under this Agreement. Notwithstanding the foregoing, in no event shall any Defaulting Lender be permitted to become a successor Agent or successor Collateral Agent.

Successor Agents. Any The Agent may resign at any time by giving thirty (30) Business Days’ written notice thereof to the other Secured Parties Lenders and the Lead BorrowerBorrowers and may be removed at any time with or without cause by the Required Lenders or, so long as no Default exists, by the Borrowers. Upon any such resignation of an Agentor removal, the Required Lenders shall have the right right, upon five days’ notice and approval by the Borrowers (which approval shall not be unreasonably withheld), to appoint a successor Agent, which, so long as there is no Specified Default, shall be reasonably satisfactory to the Lead Borrower (whose consent in any event shall not be unreasonably withheld or delayed). If no successor Agent shall have been so appointed by the Required Lenders and/or none Lenders, and shall have accepted such appointment appointment, within thirty (30) days after the retiring Agent’s giving of notice of resignationresignation or the Required Lenders’ removal of the retiring Agent, then, upon five days’ notice and approval by the Borrowers (which approval shall not be unreasonably withheld), the retiring Agent may, on behalf of the other Secured PartiesLenders, appoint a successor Agent which shall be a bank which maintains an office in the United States or a commercial bank (or affiliate thereof) organized under the laws of the United States of America or of any State thereof and having a combined capital and surplus of a at least $1,000,000,000, or capable of complying with all of the duties of such Agent hereunder (in the opinion of the retiring Agent and as certified to the other Secured Parties in writing by such successor Agent) which, so long as there is no Specified Default, shall be reasonably satisfactory to the Lead Borrower (whose consent shall not in any event be unreasonably withheld or delayed)500,000,000. Upon the acceptance of any appointment as Agent hereunder by a successor AgentAgent and upon the execution and filing or recording of such instruments or notices as may be necessary or desirable, or as the Required Lenders may request, such successor Agent shall thereupon will succeed to and become vested with all the rights, powers, discretion, privileges and duties of the retiring Agent Agent, and the retiring Agent shall will be discharged from its duties and obligations under this Agreementthe Credit Documents. After any retiring Agent’s resignation or removal hereunder as such Agent, the provisions of this Article VIII Section 13 shall inure to its benefit as to any actions taken or omitted to be taken by it while it was such the Agent under this Agreement.

Successor Agents. Any Agent may resign at any time by giving thirty (30) Business Days’ 10 days' prior written notice thereof to the other Secured Parties Banks and the Lead BorrowerAccount Parties. Any Agent may be removed by the Required Banks at any time by giving 10 days' prior written notice thereof to such Agent, the other Banks and the Account Parties. Upon any such resignation of an Agentor removal, the Required Lenders Banks shall have the right to appoint a successor Agent, which, so long as there is no Specified Default, shall be reasonably satisfactory to the Lead Borrower (whose consent in any event shall not be unreasonably withheld or delayed). If no successor Agent shall have been so appointed by the Required Lenders and/or none and consented to, and shall have accepted such appointment appointment, within thirty (30) 30 days after the retiring Agent’s giving of such notice of resignationresignation or removal, the then such retiring Agent may, on behalf of the other Secured PartiesBanks, appoint a successor Agent. Each successor Agent which shall be a commercial bank (or affiliate thereof) trust company organized under the laws of the United States of America or of any State thereof and having a combined capital and surplus of a at least $1,000,000,000, or capable of complying with all of the duties of such Agent hereunder (in the opinion of the retiring Agent and as certified to the other Secured Parties in writing by such successor Agent) which, so long as there is no Specified Default, shall be reasonably satisfactory to the Lead Borrower (whose consent shall not in any event be unreasonably withheld or delayed). Upon the acceptance of any appointment as Agent by a successor AgentAgent of its appointment as an Agent hereunder, such successor Agent shall thereupon succeed to and become vested with all the properties, rights, powers, privileges and duties of the former Agent, without further act, deed or conveyance. Upon the effective date of resignation or removal of a retiring Agent and the retiring Agent, such Agent shall be discharged from its duties and obligations under this Agreement. After any retiring Agent’s resignation hereunder as such AgentAgreement and the other Transaction Documents, but the provisions of this Article VIII Agreement shall inure to its benefit as to any actions taken or omitted to be taken by it while it was such an Agent under this Agreement. If and so long as no successor Agent shall have been appointed, then any notice or other communication required or permitted to be given by such Agent shall be sufficiently given if given by the Required Banks, all notices or other communications required or permitted to be given to such Agent shall be given to each Bank, and all payments to be made to such Agent shall be made directly to the Account Parties or Bank for whose account such payment is made.

Successor Agents. Any Agent may resign at any time by giving thirty as such under the Credit Documents upon ninety (3090) Business Days’ days' prior written notice thereof to the other Secured Parties Lenders and the Company and the Lead Borrower. Upon any such resignation of an Agent, Administrative Agent shall resign in the Required Lenders shall have the right to appoint a successor Agent, which, so long as there is no Specified Default, event its Maximum Commitment shall be reasonably satisfactory less than $25,000,000.00. In addition, in the event any Agent fails to perform its obligations under the Lead Borrower (whose consent Credit Documents in any event shall not be unreasonably withheld or delayed). If no successor Agent shall have been so appointed by the Required Lenders and/or none shall have accepted such appointment material manner and fails to correct its performance within thirty (30) days after of written notice of such failure of performance given by not less than the retiring Majority Lenders, then such Agent may be removed upon thirty (30) days notice given by not less than the Majority Lenders. If an Agent shall resign or be so removed, then, on or before the effective date of such resignation or removal, the Majority Lenders shall appoint a successor agent reasonably acceptable to the Company or, if the Majority Lenders are unable to agree on the appointment of a successor agent, such Agent shall appoint a successor agent for the Lenders, which successor agent shall be reasonably acceptable to the Company, whereupon such successor agent shall succeed to the rights, powers and duties of such Agent, and the term “Documentation Agent,” “Syndication Agent,” “Lead Administrative Agent,” “Co-Administrative Agent,” “Arranger”, or “Co-Arranger,” as applicable, shall mean such successor agent effective upon its appointment, and the former Agent’s giving rights, powers and duties shall be terminated without any other or further act or deed on the part of notice such former Agent or any of resignation, the retiring Agent may, on behalf parties to this Agreement or any of the other Secured Parties, appoint a successor Agent which shall be a commercial bank (Credit Documents or affiliate thereof) organized under the laws of the United States of America or of any State thereof and having a combined capital and surplus of a least $1,000,000,000, or capable of complying with all of the duties of such Agent hereunder (in the opinion of the retiring Agent and as certified to the other Secured Parties in writing by such successor Agent) which, so long as there is no Specified Default, shall be reasonably satisfactory to the Lead Borrower (whose consent shall not in any event be unreasonably withheld or delayed). Upon the acceptance of any appointment as Agent by a successor Agent, such successor Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring Agent and the retiring Agent shall be discharged from its duties and obligations under this Agreementsuccessors thereto. After any retiring Agent’s resignation hereunder as such Agentor removal hereunder, the provisions of this Article VIII Paragraph 12 shall inure to its benefit as to any actions taken or omitted to be taken by it while it was such Agent under this Agreementthe Credit Documents.

Successor Agents. Any Subject to the appointment and acceptance of a successor Agent as provided in this Section, any Agent may resign at any time by giving thirty (30) Business Days’ written notice thereof to the other Secured Parties Banks and the Lead Borrower. Upon any such resignation of an Agentresignation, the Required Lenders Banks shall have the right to appoint a successor Agent, which, so long as there is no Specified Default, shall be reasonably satisfactory to Agent from among the Lead Borrower (whose consent in any event shall not be unreasonably withheld or delayed)Banks. If no successor Agent shall have been so appointed by the Required Lenders and/or none Banks and shall have accepted such appointment within thirty sixty (3060) days after the retiring Agent’s 's giving of notice of resignation, the retiring Agent may, on behalf of the other Secured PartiesBanks but with the consent of the Required Banks, which consent shall not be unreasonably withheld, appoint a successor Agent Agent, which shall be either a Bank, or a commercial bank reasonably acceptable to Borrower (provided that Borrower's approval shall not be required if any Default or affiliate thereofPotential Default exists) organized under the laws Laws of the United States of America or of any State thereof and having thereof. If no such successor Agent is appointed due to a combined capital and surplus of a least $1,000,000,000, proposed successor Agent's reasonable unacceptability to Borrower or capable of complying with all due to the failure of the duties of Required Banks to consent to such Agent hereunder (in the opinion of the retiring Agent and as certified to the other Secured Parties in writing by such proposed successor Agent) which, so long as there is no Specified Default, shall be reasonably satisfactory to then said Agent may appoint a successor Agent from among the Lead Banks after consulting with Borrower (whose consent shall not in any event be unreasonably withheld or delayed)and the Banks. Upon the acceptance of any appointment as an Agent hereunder by a successor Agent, such successor Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring Agent Agent, and the retiring Agent shall be discharged from its duties and obligations under this Agreement. After any retiring Agent’s 's resignation hereunder as such Agent, the applicable provisions of this Article VIII and Section 5.1(l) shall inure to its benefit as to any actions taken or omitted to be taken by it while it was such an Agent under this Agreement.

Successor Agents. Any Subject to the appointment and acceptance of successor Agent as provided below, either Agent may resign at any time by giving thirty (30) Business Days’ written notice thereof to the other Secured Parties Banks and the Lead Borrower, and either Agent may be removed at any time by Required Banks if it has breached its obligations under the Loan Documents. Upon any such resignation of an Agentor removal, the Required Lenders shall Banks will have the right to appoint a successor Agent, which, so long as there is no Specified Default, shall be reasonably satisfactory to the Lead Borrower (whose consent in any event retiring Agent with the Borrower's consent, which shall not be unreasonably withheld or delayed)withheld. If no successor to the retiring Agent shall have been so appointed by the Required Lenders and/or none Banks and shall have accepted such appointment within thirty (30) days after the retiring Agent’s 's giving of notice of resignationresignation or the Required Banks' removal of the retiring Agent, then the retiring Agent may, on behalf of the other Secured PartiesBanks, appoint a successor Agent successor, which shall be a commercial bank (or affiliate thereof) Bank organized under the laws of the United States of America or of any State state thereof and having a combined capital and surplus of a at least One Hundred Million Dollars ($1,000,000,000, or capable of complying with all of the duties of such Agent hereunder (in the opinion of the retiring Agent and as certified to the other Secured Parties in writing by such successor Agent) which, so long as there is no Specified Default, shall be reasonably satisfactory to the Lead Borrower (whose consent shall not in any event be unreasonably withheld or delayed100,000,000). Upon the acceptance of any its appointment as Agent by a successor Agentsuccessor, such successor Agent shall thereupon succeed to and become vested with all the rights, powers, privileges privileges, immunities, contractual obligations, and duties of the retiring resigning or removed Agent including all obligations under any letters of credit, and the retiring resigning or removed Agent shall be discharged from its duties and obligations under this Agreementthe Loan Documents, including, without limitation, its obligations under all Letters of Credit. After any retiring Agent’s 's resignation hereunder or removal as such an Agent, the provisions of this Article VIII 12 shall inure to continue in effect for its benefit as to in respect of any actions taken or omitted to be taken by it while it was such Agent under this Agreementan Agent.

Successor Agents. Any Each of the Administrative Agent and the Collateral Agent may resign at any time by giving thirty (30) Business Days’ written notice thereof to the other Secured Parties Banks and the Lead Borrower. Upon any such resignation of an Agentresignation, the Required Lenders Banks shall have the right to appoint a successor Administrative Agent or Collateral Agent, which, so long as there is no Specified Default, shall be reasonably satisfactory to the Lead Borrower (whose consent in any event shall not be unreasonably withheld or delayed)case may be. If no successor Administrative Agent or Collateral Agent, as the case may be, shall have been so appointed by the Required Lenders and/or none Banks, and shall have accepted such appointment appointment, within thirty (30) 30 days after the retiring Agent’s agent's giving of notice of resignation, then the retiring Agent agent may, on behalf of the other Secured PartiesBanks, appoint a successor Administrative Agent or Collateral Agent, as the case may be, which shall be a Bank or a commercial bank (or affiliate thereof) organized under the laws of the United States of America or of any State thereof and having a combined capital and surplus of a at least $1,000,000,000, or capable of complying with all of the duties of such Agent hereunder (in the opinion of the retiring Agent and as certified to the other Secured Parties in writing by such successor Agent) which, so long as there is no Specified Default, shall be reasonably satisfactory to the Lead Borrower (whose consent shall not in any event be unreasonably withheld or delayed)100,000,000. Upon the acceptance of any its appointment as Administrative Agent or Collateral Agent, as the case may be, hereunder by a successor Administrative Agent or Collateral Agent, as the case may be, such successor Agent agent shall thereupon succeed to and become vested with all the rights, powers, privileges rights and duties of the retiring Administrative Agent and or Collateral Agent, as the case may be, and, upon such acceptance of appointment, the retiring Agent agent shall be discharged from its duties and obligations under this Agreementhereunder. After any retiring Agent’s agent's resignation hereunder as such Administrative Agent or Collateral Agent, the provisions of this Article VIII Section 10 shall inure to its benefit as to any actions taken or omitted to be taken by it while it was such Administrative Agent under this Agreementor Collateral Agent, as the case may be.

Successor Agents. Any Agent may resign at any time by giving thirty (30) Business Days’ written notice thereof to the other Secured Lender Parties and the Lead BorrowerBorrower and may be removed at any time with or without cause by the Required Lenders. Upon any such resignation of an Agentor removal, the Required Lenders shall have the right to appoint a successor Agent, which, so long as there is no Specified Default, shall be reasonably satisfactory to the Lead Borrower (whose consent in any event shall not be unreasonably withheld or delayed). If no successor Agent shall have been so appointed by the Required Lenders and/or none Lenders, and shall have accepted such appointment appointment, within thirty (30) 30 days after the retiring Agent’s giving of notice of resignationresignation or the Required Lenders’ removal of the retiring Agent, then the retiring Agent may, on behalf of the other Secured Lender Parties, appoint a successor Agent Agent, which shall be a commercial bank (or affiliate thereof) organized under the laws of the United States of America or of any State thereof and having a combined capital and surplus of a at least $1,000,000,000, or capable of complying with all of the duties of such Agent hereunder (in the opinion of the retiring Agent and as certified to the other Secured Parties in writing by such successor Agent) which, so long as there is no Specified Default, shall be reasonably satisfactory to the Lead Borrower (whose consent shall not in any event be unreasonably withheld or delayed)250,000,000. 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 Required Lenders may request, in order to continue the perfection of the Liens granted or purported to be granted by the Collateral Documents, such successor Agent shall thereupon succeed to and become vested with all the rights, powers, discretion, privileges and duties of the retiring Agent (other than any rights to indemnity payments owed to the retiring or removed 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 AgreementSection 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 (except in the case of any collateral security held by any Agent on behalf of the Secured Parties under any of the Loan Documents, the retiring Agent shall continue to hold such collateral security until such time as a successor Agent is appointed) and (c) the Required Lenders shall thereafter perform all duties of the retiring Agent under the Loan Documents, and except for any indemnity payments owed to the retiring or removed Agent, all payments, communications and determinations provided to be made by, to or through the Agent shall instead be made by or to each Lender and Issuing Bank directly, until such time, if any, as the Required Lenders appoint a successor Agent as provided above. After any retiring Agent’s resignation or removal hereunder as such AgentAgent shall have become effective, the provisions of this Article VIII VII shall inure to its benefit as to any actions taken or omitted to be taken by it while it was such Agent under this Agreement. Notwithstanding the foregoing, in no event shall any Defaulting Lender be permitted to become a successor Agent or successor Collateral Agent.

Successor Agents. Any Subject to the appointment and acceptance of a successor Agent as provided below, any Agent may resign at any time by giving thirty (30) Business Days’ written notice thereof to the other Secured Parties Lenders and the Lead Borrower. Upon any such resignation of an Agentresignation, the Required Majority Lenders shall have the right to appoint a successor Agent, whichAgent with, so long as there is no Specified DefaultDefault or Event of Default then exists, shall be reasonably satisfactory to the Lead Borrower (whose consent in any event shall not be unreasonably withheld or delayed)of the Borrower. If no successor Agent shall have been so appointed by the Required Majority Lenders and/or none with, so long as no Default or Event of Default then exists, the consent of the Borrower, and shall have accepted such appointment within thirty (30) days after the retiring Agent’s giving of Agent gives notice of resignation, then the retiring Agent may, on behalf of the other Secured PartiesLenders, appoint a successor Agent which shall be any existing Lender or a commercial bank (or affiliate thereof) organized under the laws of the United States of America or of any State political subdivision thereof and having a which has combined capital and surplus reserves in excess of a least $1,000,000,000, or capable of complying with all of the duties of such Agent hereunder (in the opinion of the retiring Agent and as certified to the other Secured Parties in writing by such successor Agent) which, so long as there is no Specified Default, shall be reasonably satisfactory to the Lead Borrower (whose consent shall not in any event be unreasonably withheld or delayed)500,000,000. Upon the acceptance of any appointment as an Agent hereunder by a successor Agent, Agent such successor Agent shall thereupon succeed to and become vested with all the rights, powers, privileges privileges, duties and duties obligations of the retiring Agent Agent, and the retiring Agent shall be discharged from its duties and obligations under this Agreementhereunder. After any retiring Agent’s 's resignation hereunder as such Agent, the provisions of this Article VIII shall inure to continue in effect for its benefit as to in respect of any actions taken or omitted to be taken by it while it was such acting as an Agent. The resignation of an Agent under this Agreementmay not take effect until a successor Agent is appointed.

Successor Agents. Any Subject to the appointment and acceptance of a successor, the Agent and the Issuing Bank (except, in the case of the Issuing Bank, in respect of Letters of Credit issued by it) may resign at any time by giving thirty (30) Business Days’ written notice thereof to notifying the other Secured Parties Lenders and the Lead Borrower. Upon any such resignation of an Agentresignation, the Required Lenders shall have the right to appoint a successor Agentsuccessor, which, so long as there is no Specified Default, shall be reasonably satisfactory subject to approval by the Lead Borrower (whose consent in any event which shall not be unreasonably withheld or delayedwithheld). If no successor Agent shall have been so appointed by the Required Lenders and/or none and shall have accepted such appointment within thirty (30) 30 days after the retiring Agent’s giving of Agent or Issuing Bank, as the case may be, gives notice of its resignation, then the retiring Agent mayor Issuing Bank, as the case may be, on behalf of the other Secured PartiesLenders, shall appoint a successor Agent or Issuing Bank, as applicable, which shall be a commercial bank (organized or affiliate thereof) organized licensed under the laws of the United States of America or of any State thereof and having a combined capital and surplus of a at least $1,000,000,000, 500,000,000 or capable an Affiliate of complying with all of the duties of any such Agent hereunder (in the opinion of the retiring Agent and as certified to the other Secured Parties in writing by such successor Agent) which, so long as there is no Specified Default, shall be reasonably satisfactory to the Lead Borrower (whose consent shall not in any event be unreasonably withheld or delayed)bank. Upon the acceptance of any appointment as an Agent or Issuing Bank, as the case may be, hereunder by a successor Agentbank, such successor Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring Agent or Issuing Bank and the retiring Agent or Issuing Bank shall be discharged from its duties and obligations under this Agreementhereunder. After any retiring Agent’s the resignation hereunder of the Agent or the Issuing Bank, as such Agentthe case may be, hereunder, the provisions of this Article VIII and Section 9.05 shall inure to continue in effect for its benefit as to in respect of any actions taken or omitted to be taken by it while it was such acting as the Agent under this Agreementor Issuing Bank.

Successor Agents. Any Each Agent may resign at any time by giving thirty (30) Business Days’ written notice thereof to the other Secured Parties Banks and the Lead BorrowerCompany and may be removed as an Agent under this Agreement, the Notes and the other Loan Documents at any time with or without cause by the Majority Banks. Upon any such resignation of an Agentor removal, the Required Lenders Majority Banks shall have the right to appoint a successor Agent, whichAgent with, so long as there is no Specified DefaultEvent of Default exists, shall be reasonably satisfactory to the Lead Borrower (whose consent in any event shall of the Company, which will not be unreasonably withheld or delayed)withheld. If no successor Agent shall have been so appointed by the Required Lenders and/or none Majority Banks, and shall have accepted such appointment appointment, within thirty (30) 30 calendar days after the retiring Agent’s 's giving of notice of resignationresignation or the Majority Banks' removal of the retiring Agent, then the retiring Agent may, on behalf of the other Secured PartiesBanks, appoint a successor Agent Agent, which shall be a commercial bank (or affiliate thereof) organized under the laws of the United States of America or of any State thereof and having a combined capital and surplus of a least $1,000,000,000, or capable of complying with all of the duties of such Agent hereunder (in the opinion of the retiring Agent and as certified to the other Secured Parties in writing by such successor Agent) which, so long as there is no Specified Default, shall be reasonably satisfactory to the Lead Borrower (whose consent shall not in any event be unreasonably withheld or delayed)an Eligible Assignee. Upon the acceptance of any appointment as an Agent hereunder and under the Notes and the other Loan Documents by a successor Agent, such successor Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring Agent Agent, and the retiring Agent shall be discharged from its duties and obligations under this Agreement, the Notes and the other Loan Documents. After any retiring Agent’s 's resignation or removal as an Agent hereunder as such Agentand under the Notes and the other Loan Documents, the provisions of this Article VIII ARTICLE XI shall inure to its benefit as to any actions taken or omitted to be taken by it while it was such an Agent under this Agreement, the Notes and the other Loan Documents.

Successor Agents. Any The Agent may resign at any time by ---------------- giving thirty (30) Business Days’ written notice thereof to the other Secured Parties Lenders and the Lead BorrowerBorrower and may be removed at any time with or without cause by the Required Lenders. Upon any such resignation of an Agentor removal, the Required Lenders shall have the right to appoint a successor Agent, which, so long as there is no Specified Default, shall be reasonably satisfactory to the Lead Borrower (whose consent in any event shall not be unreasonably withheld or delayed). If no successor Agent shall have been so appointed by the Required Lenders and/or none Lenders, and shall have accepted such appointment appointment, within thirty (30) 30 days after the retiring Agent’s 's giving of notice of resignationresignation or the Required Lenders' removal of the retiring Agent, then the retiring Agent may, on behalf of the other Secured PartiesLenders, appoint a successor Agent Agent, which shall be a commercial bank (or affiliate thereof) organized under the laws of the United States of America or of any State thereof and having a combined capital and surplus of a at least $1,000,000,000, or capable of complying with all of the duties of such Agent hereunder (in the opinion of the retiring Agent and as certified to the other Secured Parties in writing by such successor Agent) which, so long as there is no Specified Default, shall be reasonably satisfactory to the Lead Borrower (whose consent shall not in any event be unreasonably withheld or delayed)250,000,000. Upon the acceptance of any appointment as Agent hereunder by a successor AgentAgent and upon the execution and filing or recording of such financing statements, or amendments thereto, and such other instruments or notices, as may be necessary or desirable, or as the Required Lenders may request, in order to continue the perfection of the Liens granted or purported to be granted by the Security Agreement, such successor Agent shall thereupon succeed to and become vested with all the rights, powers, discretion, privileges and duties of the retiring Agent Agent, and the retiring Agent shall be discharged from its duties and obligations under this Agreementthe Transaction Documents. After any retiring Agent’s 's resignation or removal hereunder as such Agent, the provisions of this Article VIII VII shall inure to its benefit as to any actions taken or omitted to be taken by it while it was such Agent under this Agreement.

Successor Agents. Any The Administrative Agent may resign at any time by giving as the Administrative Agent upon thirty (30) Business Daysdays’ (10 days if an Event of Default has occurred and is continuing) prior written notice thereof to the other Secured Parties Lenders (unless such notice is waived by the Required Lenders) and the Lead Borrower (unless such notice is waived by Lead Borrower) and without any notice to the Cash Management Banks. Upon any such resignation of an AgentIf the Administrative Agent resigns under this Agreement, the Required Lenders shall have appoint from among the right to appoint Lenders a successor Agentagent for the Lenders, which, so long as there is no Specified Default, which appointment of a successor agent shall be reasonably satisfactory to require the Lead consent of the Borrower at all times other than during the existence of an Event of Default under Section 8.01(f) or (whose g) (which consent in any event of the Borrower shall not be unreasonably withheld or delayed). If, at the time that the Administrative Agent’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 applicable, 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 shall have been so agent is appointed by prior to the Required Lenders and/or none shall have accepted such appointment within thirty (30) days after effective date of the retiring resignation of the Administrative Agent’s giving of notice of resignation, the retiring Administrative Agent maymay appoint, on behalf of after consulting with the other Secured PartiesLenders and the Borrower, appoint a successor Agent agent, which successor shall be a commercial bank (or affiliate thereof) banking institution organized under the laws of the United States of America (or of any State thereof and thereof) or a United States branch or agency of a commercial banking institution, in each case, having a combined capital and surplus of a at least $1,000,000,000, or capable of complying with all of the duties of such Agent hereunder (in the opinion of the retiring Agent and as certified to the other Secured Parties in writing by such successor Agent) which, so long as there is no Specified Default, shall be reasonably satisfactory to the Lead Borrower (whose consent shall not in any event be unreasonably withheld or delayed)500,000,000. Upon the acceptance of any its appointment as Agent by a successor Agent, such successor Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring Agent and the retiring Agent shall be discharged from its duties and obligations under this Agreement. After any retiring Agent’s resignation hereunder as such Agentagent hereunder, the provisions of this Article VIII shall inure to its benefit as to any actions taken or omitted to be taken by it while it was such Agent under this Agreement.Person

Successor Agents. Any Agent may resign at any time by ---------------- giving thirty (30) Business Days’ written notice thereof to the other Secured Parties Lenders and the Lead BorrowerCompany. Upon any such resignation of an Agentresignation, the Required Lenders shall have the right to appoint a successor Agent, which, so long as there is no Specified Default, shall be reasonably satisfactory acceptable to the Lead Borrower (whose Company, with such rights and obligations hereunder as those previously held by the retiring Agent, provided, the -------- successor Agent may be appointed by the Required Lenders without any consultation with or consent in of the Company or any event shall not be unreasonably withheld other Loan Party if an Event of Default or delayed)Default has occurred and is continuing. If no successor Agent shall have been so appointed by the Required Lenders and/or none Lenders, been accepted by the Company, and shall have accepted such appointment appointment, within thirty (30) 30 days after the retiring Agent’s 's giving of notice of resignation, then the retiring Agent may, on behalf of the other Secured PartiesLenders, appoint a successor Agent Agent, which shall be a Lender or a commercial bank (or affiliate thereof) other financial institution organized under the laws of the United States of America or of any State thereof and having a combined capital and surplus of a at least $1,000,000,000, or capable of complying with all of the duties of such Agent hereunder (in the opinion of the retiring Agent and as certified to the other Secured Parties in writing by such successor Agent) which, so long as there is no Specified Default, shall be reasonably satisfactory to the Lead Borrower (whose consent shall not in any event be unreasonably withheld or delayed)500,000,000. Upon the acceptance of any appointment as Agent hereunder by a successor Agent, such successor Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring Agent Agent, and the retiring Agent shall be discharged from its duties and obligations under this AgreementAgreement and the other Loan Documents. After any retiring Agent’s 's resignation hereunder as such an Agent, the provisions of this Article VIII IX shall inure to its benefit as to any actions taken or omitted to be taken by it while it was such an Agent under this AgreementAgreement and the other Loan Documents.

Successor Agents. Any The Agent may resign at any time by giving thirty (30) Business Days’ ---------------- written notice thereof to the other Secured Parties Lenders and the Lead BorrowerBorrowers and may be removed at any time with or without cause by the Required Lenders or, so long as no Default exists, by the Borrowers. Upon any such resignation of an Agentor removal, the Required Lenders shall have the right right, upon five (5) days' notice and approval by the Borrowers (which approval shall not be unreasonably withheld), to appoint a successor Agent, which, so long as there is no Specified Default, shall be reasonably satisfactory to the Lead Borrower (whose consent in any event shall not be unreasonably withheld or delayed). If no successor Agent shall have been so appointed by the Required Lenders and/or none Lenders, and shall have accepted such appointment appointment, within thirty (30) days after the retiring Agent’s 's giving of notice of resignationresignation or the Required Lenders' removal of the retiring Agent, then, upon five (5) days' notice and approval by the Borrowers (which approval shall not be unreasonably withheld), the retiring Agent may, on behalf of the other Secured PartiesLenders, appoint a successor Agent which shall be a bank which maintains an office in the United States or a commercial bank (or affiliate thereof) organized under the laws of the United States of America or of any State thereof and having a combined capital and surplus of a at least $1,000,000,000, or capable of complying with all of the duties of such Agent hereunder (in the opinion of the retiring Agent and as certified to the other Secured Parties in writing by such successor Agent) which, so long as there is no Specified Default, shall be reasonably satisfactory to the Lead Borrower (whose consent shall not in any event be unreasonably withheld or delayed)500,000,000. Upon the acceptance of any appointment as Agent hereunder by a successor AgentAgent and upon the execution and filing or recording of such instruments or notices as may be necessary or desirable, or as the Required Lenders may request, such successor Agent shall thereupon will succeed to and become vested with all the rights, powers, discretion, privileges and duties of the retiring Agent Agent, and the retiring Agent shall will be discharged from its duties and obligations under this Agreementthe Credit Documents. After any retiring Agent’s 's resignation or removal hereunder as such Agent, the provisions of this Article VIII Section 13 shall inure to its benefit as to any actions taken or omitted to be taken by it while it was such Agent under this Agreement.

Successor Agents. Any Either Agent may resign at any time by giving as Agent upon thirty (30) Business Daysdays’ written notice thereof to the Lenders, such other Secured Parties Agent and the Lead Borrower. Upon any If either Agent shall resign as such resignation of an AgentAgent in its applicable capacity under this Agreement and the other Credit Documents, then the Required Lenders shall have appoint from among the right to appoint Lenders a successor Agentagent, which, so long as there is no Specified Default, which successor agent shall (unless an Event of Default shall have occurred and be reasonably satisfactory continuing) be subject to approval by the Lead Borrower (whose consent in any event which approval shall not be unreasonably withheld or delayed), whereupon such successor agent shall succeed to the rights, powers and duties of such Agent in its applicable capacity, and the term “Administrative Agent” or “Collateral Agent”, as the case may be, shall mean such successor agent effective upon such appointment and approval, and the former Agent’s rights, powers and duties as Agent in its applicable capacity shall be terminated, without any other or further act or deed on the part of such former Agent or any of the parties to this Agreement or any holders of the Loans. If no applicable successor agent has accepted appointment as such Agent shall have been so appointed in its applicable capacity by the Required Lenders and/or none shall have accepted such appointment within date that is thirty (30) days after the following such retiring Agent’s giving of notice of resignation, such retiring Agent’s resignation shall nevertheless thereupon become effective and the retiring Agent may, on behalf of the other Secured Parties, appoint a successor Agent which Lenders shall be a commercial bank (or affiliate thereof) organized under the laws of the United States of America or of any State thereof assume and having a combined capital and surplus of a least $1,000,000,000, or capable of complying with perform all of the duties of such Agent hereunder (in until such time, if any, as the opinion of the retiring Agent and as certified to the other Secured Parties in writing by such successor Agent) which, so long as there is no Specified Default, shall be reasonably satisfactory to the Lead Borrower (whose consent shall not in any event be unreasonably withheld or delayed). Upon the acceptance of any appointment as Agent by Required Lenders appoint a successor Agent, such successor Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring Agent and the retiring Agent shall be discharged from its duties and obligations under this Agreementagent as provided for above. After any retiring Agent’s resignation hereunder as such the Administrative Agent or the Collateral Agent, as applicable, the provisions of this Article VIII XI shall inure to its benefit as to any actions taken or omitted to be taken by it while it was such an Agent under this AgreementAgreement and the other Credit Documents.

Successor Agents. Any Agent may resign at any time by giving thirty (30) Business Days’ written notice thereof to the other Secured Parties and the Lead BorrowerLender Parties. Upon any such resignation of an Agentor removal, the Required Lenders shall have the right to appoint a successor Agent, which, so long as there is no Specified Default, shall be reasonably satisfactory subject to the Lead approval of the Borrower (whose consent in any event which shall not be unreasonably withheld or delayed). If no successor Agent shall have been so appointed by the Required Lenders and/or none Lenders, and shall have accepted such appointment appointment, within thirty (30) 30 days after the retiring Agent’s 's giving of notice of resignation, the retiring Agent may, on behalf of the other Secured Lender Parties, appoint a successor Agent Agent, subject to the approval of the Borrower which shall not be unreasonably withheld or delayed, which shall be a commercial bank (or affiliate thereof) organized under the laws of the United States of America or of any State thereof and having a combined capital and surplus of a at least $1,000,000,000, or capable of complying with all of the duties of such Agent hereunder (in the opinion of the retiring Agent and as certified to the other Secured Parties in writing by such successor Agent) which, so long as there is no Specified Default, shall be reasonably satisfactory to the Lead Borrower (whose consent shall not in any event be unreasonably withheld or delayed)500,000,000. Upon the acceptance of any appointment as Agent hereunder by a successor AgentAgent and upon the execution and filing or recording of such financing statements, or amendments thereto, and such 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 Collateral Documents, such successor Agent shall thereupon succeed to and become vested with all the rights, powers, discretion, privileges and duties of the retiring Agent Agent, and the retiring Agent shall be discharged from its duties and obligations under this Agreementthe Loan Documents. After any retiring Agent’s 's resignation hereunder as such Agent, the provisions of this Article VIII shall inure to its benefit as to any actions taken or omitted to be taken by it while it was such Agent under this Agreement.

Successor Agents. Any Either of the Agents or the Paying Agent may resign at any time by giving thirty (30) Business Days’ written notice thereof to the Lenders, the other Secured Parties Agent and the Lead Borrower. Upon any such resignation of by an Agent (or by an Agent and the Paying Agent), the other Agent shall become the sole Agent hereunder. Upon any resignation by the remaining Agent, the Required Lenders shall have the right to appoint a successor for such Agent, which, so long as there is no Specified Default, which shall be reasonably satisfactory to the Lead Borrower (whose consent in any event shall not be unreasonably withheld or delayed)Borrower. If no successor Agent shall have been so appointed by the Required Lenders and/or none and shall have accepted such appointment appointment, within thirty (30) 30 days after the retiring Agent’s agent's giving of notice of resignation, the retiring Agent agent may, on behalf of the other Secured PartiesLenders, appoint a successor Agent agent, which shall be a commercial bank (or affiliate thereof) organized under the laws of the United States of America or of any State thereof and having a combined capital and surplus of a least $1,000,000,000100,000,000, or capable of complying with all of the duties of such Agent hereunder (in the opinion of the retiring Agent and as certified to the other Secured Parties in writing by such successor Agent) which, so long as there is no Specified Default, which shall be reasonably satisfactory to the Lead Borrower (whose consent shall not in any event be unreasonably withheld or delayed)Borrower. Upon the acceptance of any appointment as Agent agent hereunder by a successor Agentagent, such successor Agent agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring Agent agent, and the retiring Agent agent shall be discharged from its duties and obligations under this Agreement. After any retiring Agent’s agent's resignation hereunder as such Agentagent, the provisions of this Article VIII Section 8 shall inure to its benefit as to any actions taken or omitted to be taken by it while it was such Agent agent under this Agreement.

Successor Agents. (a) Any Agent may resign at any time by giving thirty (30) Business Days’ written notice thereof to the other Secured Parties Lenders and the Lead BorrowerBorrowers and may be removed at any time with or without cause by the Required Lenders; provided, however, the Collateral Agent may not resign or be removed except where the Agent is also resigning or being removed and a successor Collateral Agent has been appointed under this Agreement and shall have accepted such appointment. Upon any such resignation of an Agentor removal, the Required Lenders shall have the right right, upon five days' notice to the Borrowers, to appoint a successor Agent, which, so long as there is no Specified Default, shall be reasonably satisfactory to the Lead Borrower (whose consent in any event shall not be unreasonably withheld Agent or delayed)Agents. If no successor Agent or Agents shall have been so appointed by the Required Lenders and/or none Lenders, and shall have accepted such appointment appointment, within thirty (30) 30 days after the retiring Agent’s 's or Agents' giving of notice of resignationresignation or the Required Lenders' removal of the retiring Agent or Agents, then, upon five days' notice to the Borrowers, the retiring Agent or Agents may, on behalf of the other Secured PartiesLenders, appoint a successor Agent or Agents, which shall be a bank which maintains an office in the United States, or a commercial bank (or affiliate thereof) organized under the laws of the United States of America or of any State thereof and thereof, or any Affiliate of such bank, having a combined capital and surplus of a at least $1,000,000,000, or capable of complying with all of the duties of such Agent hereunder 100,000,000. (in the opinion of the retiring Agent and as certified to the other Secured Parties in writing by such successor Agentb) which, so long as there is no Specified Default, shall be reasonably satisfactory to the Lead Borrower (whose consent shall not in any event be unreasonably withheld or delayed). Upon the acceptance of any appointment as an Agent hereunder by a successor Agent, such successor Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring Agent Agent, and the retiring Agent shall be discharged from its duties and obligations under this Agreement. After any retiring Agent’s 's resignation or removal hereunder as such Agent, the provisions of this Article VIII X shall inure to its benefit as to any actions taken or omitted to be taken by it while it was such an Agent under this Agreement or the Letter of Credit Agreement.

Successor Agents. Any Agent may resign at any time by giving thirty (30) Business Days’ written notice thereof to the other Secured Parties and the Lead Borrower. Upon any such resignation of an Agent, the Required Lenders shall have the right to appoint a successor Agent, which, so long as there is no Specified Default, shall be reasonably satisfactory to the Lead Borrower (whose consent in any event shall not be unreasonably withheld or delayed). If no successor Agent shall have been so appointed by the Required Lenders and/or none shall have accepted such appointment within thirty (30) days after the retiring Agent’s giving of notice of resignation, the retiring Agent may, on behalf of the other Secured Parties, appoint a successor Agent which shall be a Person a commercial bank (or affiliate thereof) organized under the laws of the United States of America or of any State thereof and having a combined capital and surplus of a least $1,000,000,000, or capable of complying with all of the duties of such Agent hereunder (in the opinion of the retiring Agent and as certified to the other Secured Parties in writing by such successor Agent) which, so long as there is no Specified Default, shall be reasonably satisfactory to the Lead Borrower (whose consent shall not in any event be unreasonably withheld or delayed). Upon the acceptance of any appointment as Agent by a successor Agent, such successor Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring Agent and the retiring Agent shall be discharged from its duties and obligations under this Agreement. After any retiring Agent’s resignation hereunder as such Agent, the provisions of this Article VIII shall inure to its benefit as to any actions taken or omitted to be taken by it while it was such Agent under this Agreement.

Successor Agents. Any Agent may resign at any time by giving thirty (30) Business Days’ written notice thereof to the other Secured Credit Parties and the Lead Borrower. Upon any such resignation of an Agent, the Required Lenders shall have the right to appoint a successor Agent, which, so long as there is no Specified DefaultEvent of Default under SECTION 7.01(a), (b) or (t) shall be reasonably satisfactory to the Lead Borrower (whose consent in any event shall not be unreasonably withheld or delayed). If no successor Agent shall have been so appointed by the Required Lenders and/or none shall have accepted such appointment within thirty (30) days Business Days after the retiring Agent’s giving of notice of resignation, the retiring Agent may, on behalf of the other Secured Credit Parties, appoint a successor Agent which which, (i) shall be a Person a commercial bank (or affiliate thereof) organized under the laws of the United States of America or of any State thereof and having a combined capital and surplus of a least $1,000,000,000100,000,000, or (ii) capable of complying with all of the duties of such Agent hereunder (in the opinion of the retiring Agent and as certified to the other Secured Credit Parties in writing by such successor Agent) which, so long as there is no Specified DefaultEvent of Default under SECTION 7.01(a), (b) or (t) shall be reasonably satisfactory to the Lead Borrower (whose consent shall not in any event shall not be unreasonably withheld or delayed). Upon the acceptance of any appointment as Agent by a successor Agent, such successor Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring Agent and the retiring Agent shall be discharged from its duties and obligations under this Agreement. After any retiring Agent’s resignation hereunder as such Agent, the provisions of this Article VIII shall inure to its benefit as to any actions taken or omitted to be taken by it while it was such Agent under this Agreement.

Successor Agents. Any Agent may resign at any time by giving thirty (30) Business Days’ written notice thereof to Lenders and Borrower and may be removed at any time with or without cause by the other Secured Parties and the Lead BorrowerRequired Lenders. Upon any such resignation of an Agentor removal, the Required Lenders shall have the right to appoint a successor Agent, which, so long as there is no Specified Default, shall be reasonably satisfactory to the Lead Borrower (whose consent in any event shall not be unreasonably withheld or delayed). If no successor Agent shall have been so appointed by the Required Lenders and/or none Lenders, and shall have accepted such appointment appointment, within thirty (30) 30 days after the retiring Agent’s 's giving of notice of resignationresignation or the Required Lenders' removal of the retiring Agent, then the retiring Agent may, on behalf of the other Secured PartiesLenders, appoint a successor Agent Agent, which shall be a commercial bank (or affiliate thereof) organized under the laws of the United States of America or of any State thereof and having a combined capital and surplus of a at least $1,000,000,000, or capable of complying with all of the duties of such Agent hereunder (in the opinion of the retiring Agent and as certified to the other Secured Parties in writing by such successor Agent) which, so long as there is no Specified Default, shall be reasonably satisfactory to the Lead Borrower (whose consent shall not in any event be unreasonably withheld or delayed)250,000,000. Upon the acceptance of any appointment as Agent hereunder by a successor AgentAgent and upon the execution and filing or recording of such financing statements, or amendments thereto, and such amendments or supplements to the Collateral Documents, and such other instruments or notices, as may be necessary or desirable, or as the Required Lenders may request, in order to continue the perfection of the Liens granted or purported to be granted by the Collateral Documents, such successor Agent shall thereupon succeed to and become vested with all the rights, powers, discretion, privileges and duties of the retiring Agent Agent, and the retiring Agent shall be discharged from its duties and obligations under this Agreementthe Loan Documents. After any retiring Agent’s 's resignation or removal hereunder as such Agent, the provisions of this Article VIII VII shall inure to its benefit as to any actions taken or omitted to be taken by it while it was such Agent under this Agreement.

Successor Agents. Any (a) The Agent may resign at any time by giving thirty (30) Business Days’ written notice thereof to the other Secured Parties Banks and the Lead Borrower, and the Agent may be removed at any time with or without cause by notice from the Majority Banks (excluding NatWest in its capacity as a Bank if it is also the Agent at such time), such resignation or removal to become effective only upon the appointment of a successor Agent as hereinafter provided. In the event of the voluntary resignation of the Agent, the Agent shall use its best efforts to give the Borrower at least fifteen (15) days' prior written notice of the appointment of such successor Agent, provided that, -------- any failure on the part of the Agent to give such notice shall not affect the provisions of this Section 9.12 or the obligations of the Borrower under the Loan Documents. (b) Upon any such resignation of an Agentor removal, the Required Lenders Majority Banks (excluding NatWest in its capacity as a Bank if it is also the Agent at such time) shall have the right to appoint a successor Agent, which, so long as there is no Specified Default, shall be reasonably satisfactory to the Lead Borrower (whose consent in any event shall not be unreasonably withheld or delayed). If no successor Agent shall have been so appointed by the Required Lenders and/or none shall have accepted such appointment within thirty (30) days after the retiring Agent’s giving of notice of resignation, the retiring Agent may, on behalf of the other Secured Parties, appoint a successor Agent which shall be one of the Banks, unless none of them is willing to act as successor agent hereunder, in which event the Majority Banks shall appoint as successor Agent any financial institution of international standing having an office in the United States of America, chartered by the State of New York, or another of the States of the United States of America or authorized as a commercial bank (or affiliate thereof) national banking association organized under the laws of the United States of America or of any State thereof America, which is willing to act in that capacity and having a combined capital and surplus of a least $1,000,000,000, or capable of complying with all of the duties of such Agent hereunder (in the opinion of the retiring Agent and as certified which shall be acceptable to the other Secured Parties in writing by such successor Agent) whichBorrower, so long as there is no Specified Default, shall be reasonably satisfactory to provided that the Lead Borrower (whose Borrower's consent thereto shall not in any event be unreasonably withheld or delayed). (c) If no successor Agent shall have been appointed by the Majority Banks, then the retiring Agent may on behalf of the Banks appoint a successor Agent which shall be a financial institution of international standing having an office in the United States of America, chartered by the State of New York, or another of the States of the United States of America or authorized as a national banking association organized under the laws of the United States of America, and who is willing to act in that capacity. Upon the acceptance of any its appointment as Agent hereunder by a any such successor Agent, such successor Agent the latter shall thereupon succeed to and become vested with all the duties, rights, powers, powers and privileges and duties of the retiring Agent and the retiring Agent shall be discharged from its all duties and obligations liabilities under this Agreement. . (d) After any retiring Agent’s the resignation hereunder as such Agentor removal of the Agent hereunder, the provisions of this Article VIII 9 shall inure to its benefit as to any actions taken or omitted to be taken by it while it was such Agent under this Agreementhereunder and it shall also continue to be entitled to the indemnities provided hereunder insofar as they relate to events which occurred while it was Agent hereunder.

Successor Agents. Any Agent may resign at any time by giving thirty (30) Business Days’ written notice thereof to Banks and Borrower. In addition, Borrower may, prior to a Default, request the other Secured Parties and the Lead Borrowerdesignation by Banks of a successor Agent. Upon any such request by Borrower or resignation of an by such Agent, the Required Lenders Banks shall have the right to appoint a successor Agent, which, so long as there is no Specified Default, which shall be reasonably satisfactory to one of the Lead Borrower (whose consent in any event shall not be unreasonably withheld or delayed)Banks. If no successor Agent shall have been so appointed by the Required Lenders and/or none shall have Banks and accepted such appointment within thirty (30) days after the retiring Agent’s 's giving of notice of resignationresignation or Borrower's request for a successor Agent, then the retiring Agent may, on behalf of the other Secured PartiesBanks, appoint a successor Agent Agent, which shall (a) be a commercial bank (or affiliate thereof) organized under the laws Laws of the United States of America or of any State thereof and having a combined capital and surplus of a at least $1,000,000,000500,000,000 and (b) unless the successor Agent is a Bank, or capable of complying with all of the duties of such Agent hereunder (in the opinion of the retiring Agent and as certified to the other Secured Parties in writing by such successor Agent) which, so long as there is no Specified Default, shall be reasonably satisfactory acceptable to the Lead Borrower (whose consent shall not in any event be unreasonably withheld or delayed)Borrower. Upon the acceptance of any its appointment as Agent by a successor AgentAgent hereunder, such successor Agent shall thereupon succeed to and become vested with all the rights, powers, privileges rights and duties of the retiring Agent Agent, and the retiring Agent shall be discharged from its duties and obligations under this Agreement. After any retiring Agent’s 's resignation hereunder as such Agenthereunder, the provisions of this Article VIII Section shall continue to inure to its benefit as to any actions taken or omitted to be taken by it while it was Agent hereunder. Borrower shall be entitled to recommend a successor Agent at the time of designation of any successor Agent pursuant to this Section. Banks shall give due consideration to the successor nominated by Borrower, but shall have no obligation to approve such Agent under this Agreementnominee.

Successor Agents. Any Agent may resign at any time by giving thirty as such under the Credit Documents upon ninety (3090) Business Days’ days' prior written notice thereof to the other Secured Parties Lenders and the Lead Borrower. Upon any such resignation of an Agent, Company and the Required Lenders Credit Agent shall have resign in the right to appoint a successor Agent, which, so long as there is no Specified Default, event its Aggregate Maximum Commitment shall be reasonably satisfactory less than $25,000,000.00. In addition, in the event any Agent fails to perform its obligations under the Lead Borrower (whose consent Credit Documents in any event shall not be unreasonably withheld or delayed). If no successor Agent shall have been so appointed by the Required Lenders and/or none shall have accepted such appointment material manner and fails to correct its performance within thirty (30) days after the retiring Agent’s giving of written notice of resignationsuch failure of performance given by not less than the Majority Lenders, then such Agent may be removed upon thirty (30) days notice given by not less than the Majority Lenders. If an Agent shall resign or be so removed, then, on or before the effective date of such resignation or removal, the retiring Majority Lenders shall appoint a successor agent reasonably acceptable to the Company or, if the Majority Lenders are unable to agree on the appointment of a successor agent, such Agent mayshall appoint a successor agent for the Lenders, which successor agent shall be reasonably acceptable to the Company, whereupon such successor agent shall succeed to the rights, powers and duties of such Agent, and the term "Documentation Agent," "Syndication Agent" or "Credit Agent", as applicable, shall mean such successor agent effective upon its appointment, and the former Agent's rights, powers and duties shall be terminated without any other or further act or deed on behalf the part of such former Agent or any of the parties to this Agreement or any of the other Secured Parties, appoint a successor Agent which shall be a commercial bank (Credit Documents or affiliate thereof) organized under the laws of the United States of America or of any State thereof and having a combined capital and surplus of a least $1,000,000,000, or capable of complying with all of the duties of such Agent hereunder (in the opinion of the retiring Agent and as certified to the other Secured Parties in writing by such successor Agent) which, so long as there is no Specified Default, shall be reasonably satisfactory to the Lead Borrower (whose consent shall not in any event be unreasonably withheld or delayed). Upon the acceptance of any appointment as Agent by a successor Agent, such successor Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring Agent and the retiring Agent shall be discharged from its duties and obligations under this Agreementsuccessors thereto. After any retiring Agent’s 's resignation hereunder as such Agentor removal hereunder, the provisions of this Article VIII Paragraph 12 shall inure to its benefit as to any actions taken or omitted to be taken by it while it was such Agent under this Agreement.the Credit Documents. 12

Successor Agents. Any Subject to the appointment and acceptance of a successor Agent (which shall be any Lender or a commercial lender organized under the laws of the United States of America or any political subdivision thereof which has a combined capital and reserves in excess of $250,000,000) as provided below, any Agent may resign at any time by giving thirty (30) Business Days’ written notice thereof to the other Secured Parties Lenders and the Lead BorrowerBorrowers and may be removed at any time for cause by the Majority Lenders. Upon any such resignation of an Agentor removal, the Required Majority Lenders shall have the right to appoint appoint, subject to such Lender's consent in its sole discretion, a successor Agent, which, so long as there is no Specified Default, shall be reasonably satisfactory to Agent from among the Lead Borrower (whose consent in any event shall not be unreasonably withheld Lenders or delayed)the Lender Affiliates. If no successor Agent shall have been so appointed by the Required Lenders and/or none Majority Lenders, and shall have accepted such appointment within thirty (30) days after the retiring Agent’s 's giving of notice of resignationresignation or the Majority Lenders' removal of the retiring Agent, then the retiring Agent may, on behalf of the other Secured PartiesLenders, appoint a successor Agent which shall be any Lender or a Lender Affiliates or a commercial bank (or affiliate thereof) organized under the laws of the United States of America or of any State political subdivision thereof and having a which has combined capital and surplus reserves in excess of a least $1,000,000,000, or capable of complying with all of the duties of such Agent hereunder (in the opinion of the retiring Agent and as certified to the other Secured Parties in writing by such successor Agent) which, so long as there is no Specified Default, shall be reasonably satisfactory to the Lead Borrower (whose consent shall not in any event be unreasonably withheld or delayed)250,000,000. Upon the acceptance of any appointment as Agent hereunder by a successor Agent, such successor Agent shall thereupon succeed to and become vested with all the rights, powers, privileges privileges, duties, and duties obligations of the retiring Agent Agent, and the retiring Agent shall be discharged from its duties and obligations under this Agreementhereunder. After any retiring Agent’s 's resignation or removal hereunder as such Agent, the provisions of this Article VIII Section 10.14 shall inure to continue in effect for its benefit as to in respect of any actions taken or omitted to be taken by it while it was such Agent under this Agreementacting as an Agent.

Successor Agents. Any Each of the Administrative Agent and the Collateral Agent may resign at any time by giving thirty (30) Business Days’ written notice thereof to the other Secured Parties Lenders and the Lead Borrower. Upon any such resignation of an Agentresignation, the Required Lenders shall have the right to appoint a successor Administrative Agent or Collateral Agent, which, so long as there is no Specified Default, shall be reasonably satisfactory to the Lead Borrower (whose consent in any event shall not be unreasonably withheld or delayed)case may be. If no successor Administrative Agent or Collateral Agent, as the case may be, shall have been so appointed by the Required Lenders and/or none Lenders, and shall have accepted such appointment appointment, within thirty (30) 30 days after the retiring Agent’s agent's giving of notice of resignation, then the retiring Agent agent may, on behalf of the other Secured PartiesLenders, appoint a successor Administrative Agent or Collateral Agent, as the case may be, which shall be a Lender or a commercial bank (or affiliate thereof) organized under the laws of the United States of America or of any State thereof and having a combined capital and surplus of a at least $1,000,000,000, or capable of complying with all of the duties of such Agent hereunder (in the opinion of the retiring Agent and as certified to the other Secured Parties in writing by such successor Agent) which, so long as there is no Specified Default, shall be reasonably satisfactory to the Lead Borrower (whose consent shall not in any event be unreasonably withheld or delayed)250,000,000. Upon the acceptance of any its appointment as Administrative Agent or Collateral Agent, as the case may be, hereunder by a successor Administrative Agent or Collateral Agent, as the case may be, such successor Agent agent shall thereupon succeed to and become vested with all the rights, powers, privileges rights and duties of the retiring Administrative Agent and or Collateral Agent, as the case may be, and, upon such acceptance of appointment, such retiring Agent agent shall be discharged from its duties and obligations under this Agreementhereunder. After any retiring Agent’s agent's resignation hereunder as such Administrative Agent or Collateral Agent, the provisions of this Article VIII Section 10 shall inure to its benefit as to any actions taken or omitted to be taken by it while it was such Administrative Agent under this Agreementor Collateral Agent, as the case may be.

Successor Agents. Any Either of the Agents or the Paying Agent may resign at any time by giving thirty (30) Business Days’ written notice thereof to the other Secured Parties Tranche A Lenders and the Lead Tranche B Lenders, the other Agent and the Borrower. Upon any such resignation of by an Agent (or by an Agent and the Paying Agent), the other Agent shall become the sole Agent hereunder. Upon any resignation by the remaining Agent, the Required Lenders shall have the right to appoint a successor for such Agent, which, so long as there is no Specified Default, which shall be reasonably satisfactory to the Lead Borrower (whose consent in any event shall not be unreasonably withheld or delayed)Borrower. If no successor Agent shall have been so appointed by the Required Lenders and/or none and shall have accepted such appointment appointment, within thirty (30) 30 days after the retiring Agent’s agent's giving of notice of resignation, the retiring Agent agent may, on behalf of the other Secured PartiesTranche A Lenders and the Tranche B Lenders, appoint a successor Agent agent, which shall be a commercial bank (or affiliate thereof) organized under the laws of the United States of America or of any State thereof and having a combined capital and surplus of a least $1,000,000,000100,000,000 (or CIT Group or GECC), or capable of complying with all of the duties of such Agent hereunder (in the opinion of the retiring Agent and as certified to the other Secured Parties in writing by such successor Agent) which, so long as there is no Specified Default, which shall be reasonably satisfactory to the Lead Borrower (whose consent shall not in any event be unreasonably withheld or delayed)Borrower. Upon the acceptance of any appointment as Agent agent hereunder by a successor Agentagent, such successor Agent agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring Agent agent, and the retiring Agent agent shall be discharged from its duties and obligations under this Agreement. After any retiring Agent’s agent's resignation hereunder as such Agentagent, the provisions of this Article VIII Section 8 shall inure to its benefit as to any actions taken or omitted to be taken by it while it was such Agent agent under this Agreement.. [SECTION 8.11 ]

Successor Agents. Any The Agent may resign at any time by giving thirty (30) Business Days’ 30 days' written notice thereof to the other Secured Parties Lenders and the Lead Borrower. The Agent may be removed by the Required Lenders upon 30 days' written notice thereof to the Agent, the Lenders and the Borrower. Upon receipt of notice of any such resignation of an Agentor removal, the Required Lenders Borrower shall have the right to appoint a successor Agent; provided, which, so long as there is no Specified Default, that the Required Lenders shall be reasonably satisfactory have the right to the Lead Borrower (whose consent in any event shall not be unreasonably withheld or delayed)disapprove such successor Agent. If no successor Agent shall have been so appointed by the Required Lenders and/or none and consented to, and shall have accepted such appointment appointment, within thirty (30) 20 days after the retiring Agent’s giving of such notice of resignationresignation or removal, then the retiring Agent may, on behalf of the other Secured Parties, Required Lenders shall appoint a successor Agent which to succeed to the obligations of the Agent hereunder. Each successor Agent shall be a commercial bank (or affiliate thereof) trust company organized under the laws of the United States of America or of any State thereof and having a combined capital and surplus of a least $1,000,000,000, or capable of complying with all of the duties of such Agent hereunder (in the opinion of the retiring Agent and as certified to the other Secured Parties in writing by such successor Agent) which, so long as there is no Specified Default, shall be reasonably satisfactory to the Lead Borrower (whose consent shall not in any event be unreasonably withheld or delayed)thereof. Upon the acceptance by a successor Agent of any its appointment as Agent by a successor Agenthereunder, such successor Agent shall thereupon succeed to and become vested with all the properties, rights, powers, privileges and duties of the former Agent, without further act, deed or conveyance. Upon the effective date of resignation or removal of a retiring Agent and the retiring Agent, such Agent shall be discharged from its duties and obligations under this Agreement. After any retiring Agent’s resignation hereunder as such AgentAgreement and the other Loan Documents, but the provisions of this Article VIII Agreement shall inure to its benefit as to any actions taken or omitted to be taken by it while it was such Agent under this Agreement. If and so long as no successor Agent shall have been appointed, then any notice or other communication required or permitted to be given by the Agent shall be sufficiently given if given by the Required Lenders, all notices or other communications required or permitted to be given to the Agent shall be given to each Lender, and all payments to be made to the Agent shall be made directly to the Borrower or Lender for whose account such payment is made.

Successor Agents. Any The Agent may resign at any time by giving thirty (30) Business Days’ written notice thereof to the other Secured Parties Lenders and the Lead BorrowerBorrower and may be removed at any time with or without cause by the Required Lenders. Upon any such resignation of an Agentor removal, the Required Lenders shall have the right to appoint a successor Agent, which, so long as there is no Specified Default, shall be reasonably satisfactory to the Lead Borrower (whose consent in any event shall not be unreasonably withheld or delayed). If no successor Agent shall have been so appointed by the Required Lenders and/or none Lenders, and shall have accepted such appointment appointment, within thirty (30) 30 days after the retiring Agent’s 's giving of notice of resignationresignation or the Required Lenders' removal of the retiring Agent, then the retiring Agent may, on behalf of the other Secured PartiesLenders, appoint a successor Agent Agent, which shall be a commercial bank (or affiliate thereof) organized under the laws of the United States of America or of any State thereof and having a combined capital and surplus of a least $1,000,000,000, or capable of complying with all of the duties of such Agent hereunder (in the opinion of the retiring Agent and as certified to the other Secured Parties in writing by such successor Agent) which, so long as there is no Specified Default, shall be reasonably satisfactory to the Lead Borrower (whose consent shall not in any event be unreasonably withheld or delayed)Required Lenders. Upon the acceptance of any appointment as Agent hereunder by a successor AgentAgent and upon the execution and filing or recording of such financing statements, or amendments thereto, and such other instruments or notices, as may be necessary or desirable, or as the Required Lenders may request, in order to continue the perfection of the Liens granted or purported to be granted by the Collateral Documents, such successor Agent shall thereupon succeed to and become vested with all the rights, powers, discretion, privileges and duties of the retiring Agent Agent, and the retiring Agent shall be discharged from its duties and obligations under this Agreementthe Loan Documents. After any retiring Agent’s 's resignation or removal hereunder as such Agent, the provisions of this Article VIII VII shall inure to its benefit as to any actions taken or omitted to be taken by it while it was such Agent under this Agreement.

Successor Agents. Any (a) The Administrative Agent may resign as to any or all of the Facilities at any time by giving thirty (30) Business Days’ written notice thereof to the other Secured Lender Parties and the Lead Borrower. Upon any such resignation of an Agentresignation, the Required Lenders shall have the right to appoint a successor Agent, which, so long Administrative Agent as there is no Specified Default, shall be reasonably satisfactory to such of the Lead Borrower (whose consent in any event shall not be unreasonably withheld or delayed)Facilities as to which such Agent has resigned. If no successor Administrative Agent shall have been so appointed by the Required Lenders and/or none Lenders, and shall have accepted such appointment appointment, within thirty (30) 30 days after the retiring Administrative Agent’s 's giving of notice of resignation, then the retiring Administrative Agent may, on behalf of the other Secured Lender Parties, appoint a successor Agent Administrative Agent, which shall be a commercial bank (or affiliate thereof) organized under the laws of the United States of America or of any State thereof and having a combined capital and surplus of a at least $1,000,000,000, or capable of complying with all of the duties of such Agent hereunder (in the opinion of the retiring Agent and as certified to the other Secured Parties in writing by such successor Agent) which, so long as there is no Specified Default, shall be reasonably satisfactory to the Lead Borrower (whose consent shall not in any event be unreasonably withheld or delayed)250,000,000. Upon the acceptance of any appointment as Administrative Agent hereunder by a successor AgentAdministrative Agent as to 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 any 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 Collateral Documents, such successor Administrative Agent shall thereupon succeed to and become vested with all the rights, powers, discretion, privileges and duties of the retiring Agent Administrative Agent, and the retiring Administrative Agent shall be discharged from its duties and obligations under the Loan Documents. Upon the acceptance of any appointment as Administrative Agent hereunder by a successor Administrative 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 any 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 Collateral Documents, such successor Administrative Agent shall succeed to and by all the rights, powers, discretion, privileges and duties of the retiring Administrative Agent as to such Facilities, other than with respect 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 Administrative Agent shall be discharged from its duties and obligations under this AgreementAgreement as to such Facilities, other than as aforesaid. After any retiring Administrative Agent’s 's resignation hereunder as such AgentAdministrative Agent as to all of the Facilities, the provisions of this Article VIII VII shall inure to its benefit as to any actions taken or omitted to be taken by it while it was such Administrative Agent as to any Facilities under this Agreement. (b) Any Agent other than the Administrative Agent may resign at any time by giving written notice thereof to the Lenders and the Borrower and none of such Agents shall have any duties or obligations under this Agreement or the other Loan Documents in their capacities as such agents.

Successor Agents. Any Either Agent may resign at any time by giving thirty (30) Business Daysas Agent upon 20 days’ written notice thereof to the Lenders, such other Secured Parties Agent and Borrowers. If either Agent shall resign as such Agent in its applicable capacity under this Agreement and the Lead Borrower. Upon any such resignation of an Agentother Credit Documents, the then Required Lenders shall have the right to appoint a successor Agentagent, whichwhich successor agent shall, so long as there is no Specified Defaultunless an Event of Default shall have occurred and be continuing, shall be reasonably satisfactory subject to the Lead Borrower approval by Parent (whose consent in any event which approval shall not be unreasonably withheld withheld, delayed or delayedconditioned), whereupon such successor agent shall succeed to the rights, powers and duties of such Agent in its applicable capacity, and the term “Administrative Agent” or “Collateral Agent”, as the case may be, shall mean such successor agent effective upon such appointment and approval, and the former Agent’s rights, powers and duties as Agent in its applicable capacity shall be terminated, without any other or further act or deed on the part of such former Agent or any of the parties to this Agreement or any holders of the Loans. If no applicable successor agent has accepted appointment as such Agent shall have been so appointed in its applicable capacity by the Required Lenders and/or none shall have accepted date that is 20 days following such appointment within thirty (30) days after the retiring Agent’s giving of notice of resignation, such retiring Agent’s resignation shall nevertheless thereupon become effective and the retiring Agent may, on behalf of the other Secured Parties, appoint a successor Agent which Lenders shall be a commercial bank (or affiliate thereof) organized under the laws of the United States of America or of any State thereof assume and having a combined capital and surplus of a least $1,000,000,000, or capable of complying with perform all of the duties of such Agent hereunder (in the opinion of the retiring Agent and until such time, if any, as certified to the other Secured Parties in writing by such successor Agent) which, so long as there is no Specified Default, shall be reasonably satisfactory to the Lead Borrower (whose consent shall not in any event be unreasonably withheld or delayed). Upon the acceptance of any appointment as Agent by Required Xxxxxxx appoint a successor Agent, such successor Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring Agent and the retiring Agent shall be discharged from its duties and obligations under this Agreementagent as provided for above. After any retiring Agent’s resignation hereunder as such Administrative Agent or Collateral Agent, as applicable, the provisions of this Article VIII XI shall inure to its benefit as to any actions taken or omitted to be taken by it while it was such an Agent under this AgreementAgreement and the other Credit Documents.

Successor Agents. Any Agent may resign at any time by giving thirty (30) Business Daysupon 30 days’ written notice thereof to the other Secured Parties Lenders, the Borrower and the Lead Borrowerother Agent effective upon appointment of a successor Agent. Upon receipt of any such resignation notice of an Agentresignation, the Required Lenders shall have appoint from among the right to appoint Lenders a successor Agentagent for the Lenders, which, so long as there is no Specified Default, which successor agent shall be reasonably satisfactory (unless an Event of Default under Section 7(a) or Section 7(f) with respect to the Lead Borrower shall have occurred and be continuing) be subject to approval by the Borrower (whose consent in any event which approval shall not be unreasonably withheld or delayed), whereupon such successor agent shall succeed to the rights, powers and duties of such retiring Agent, and the retiring Agent’s rights, powers and duties as Agent shall be terminated, without any other or further act or deed on the part of such retiring Agent or any of the parties to this Agreement or any holders of the Loans. If no successor Agent shall have been so appointed by the Required Lenders and/or none with such consent of the Borrower and shall have accepted such appointment within thirty (30) 30 days after the retiring Agent’s giving of notice of resignation, then the retiring Agent may, on behalf of the other Secured PartiesLenders and with the consent of the Borrower (such consent not to be unreasonably withheld or delayed), appoint a successor Agent which Agent, that shall be a commercial bank (or affiliate thereof) organized under the laws of the United States of America or of any State thereof and having that has an office in New York, New York with a combined capital and surplus of a at least $1,000,000,000, or capable of complying with all of the duties of such Agent hereunder (in the opinion of the retiring Agent and as certified to the other Secured Parties in writing by such successor Agent) which, so long as there is no Specified Default, shall be reasonably satisfactory to the Lead Borrower (whose consent shall not in any event be unreasonably withheld or delayed). Upon the acceptance of any appointment as Agent by a successor Agent, such successor Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring Agent and the retiring Agent shall be discharged from its duties and obligations under this Agreement500,000,000. After any retiring Agent’s resignation hereunder as such Agent, the provisions of this Article VIII Section 8 shall inure to its benefit as to any actions taken or omitted to be taken by it while it was such Agent under this AgreementAgreement and the other Second Lien Loan Documents.

Successor Agents. Any Agent may resign at any time by giving thirty (30) Business Days’ written notice thereof Subject to the other Secured Parties terms of this Section 12.05, each Agent may, upon thirty days’ notice to the Lenders and the Lead Borrower. Upon any such resignation of an , resign as Administrative Agent or Collateral Agent, as applicable. If an Agent shall resign then the Required Lenders shall have the right to Lexxxxx xhall appoint a successor Agent, which, agent. If for any reason a successor agent is not so long as there is no Specified Default, appointed and does not accept such appointment within thirty days of notice of resignation such Agent may appoint a successor agent. The appointment of any successor Agent shall be reasonably satisfactory subject to the Lead prior written consent of the Borrower (whose which consent in any event shall not be unreasonably withheld or delayed). If no ; provided that the consent of the Borrower to any such appointment shall not be required if (i) an Event of Default shall have occurred and is continuing or, (ii) if such successor Agent is a Lender or an Affiliate of such Agent or any Lender. Any resignation of an Agent shall have been so appointed by be effective upon the Required Lenders and/or none shall have accepted such appointment within thirty (30) days after of a successor agent pursuant to this Section 12.05. After the effectiveness of any retiring Agent’s giving of notice of resignation, the retiring Agent may, on behalf of the other Secured Parties, appoint a successor Agent which shall be a commercial bank (or affiliate thereof) organized under the laws of the United States of America or of any State thereof and having a combined capital and surplus of a least $1,000,000,000, or capable of complying with all of the duties of such Agent resignation hereunder (in the opinion of the retiring Agent and as certified to the other Secured Parties in writing by such successor Agent) which, so long as there is no Specified Default, shall be reasonably satisfactory to the Lead Borrower (whose consent shall not in any event be unreasonably withheld or delayed). Upon the acceptance of any appointment as Agent by a successor Agent, such successor Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring Agent and the retiring Agent shall be discharged from its duties and obligations hereunder and under this Agreement. After any retiring Agent’s resignation hereunder as such Agent, the other Facility Documents and the provisions of this Article VIII XII shall inure to continue in effect for its benefit as with respect to any actions taken or omitted to be taken by it while it was such Agent under this Agreement and under the other Facility Documents. Any Person (i) into which the Collateral Agent may be merged or consolidated, (ii) that may result from any merger or consolidation to which the Collateral Agent shall be a party, or (iii) that may succeed to the corporate trust properties and assets of the Collateral Agent substantially as a whole, shall be the successor to the Collateral Agent under this Agreement without further act of any of the parties to this Agreement.

Successor Agents. Any Each of the Administrative Agent and Collateral Agent may resign at any time by giving thirty (30) Business Days’ written give notice thereof of its resignation to the other Secured Parties Lenders, the L/C Issuer and the Lead Borrower. Upon receipt of any such resignation notice of an Agentresignation, 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) or (i) shall have occurred and be continuing, in which case the Required Lenders shall have the right right), to appoint a successor Agentsuccessor, which, so long as there is no Specified Default, which shall be reasonably satisfactory to a bank with an office in the Lead Borrower (whose consent United States, or an Affiliate of any such bank with an office in any event shall not be unreasonably withheld or delayed)the United States. If no such successor Agent shall have been so appointed by the Borrower (or the Required Lenders and/or none Lenders, as applicable) and shall have accepted such appointment within thirty (30) days after the retiring Agent’s giving of notice of resignation, the retiring Any resignation by Xxxxx Fargo as Administrative Agent may, on behalf of the other Secured Parties, appoint a successor Agent which pursuant to this Section shall be a commercial bank (or affiliate thereof) organized under the laws of the United States of America or of any State thereof and having a combined capital and surplus of a least $1,000,000,000, or capable of complying with all of the duties of such Agent hereunder (in the opinion of the retiring Agent and also constitute its resignation as certified to the other Secured Parties in writing by such successor Agent) which, so long as there is no Specified Default, shall be reasonably satisfactory to the Lead Borrower (whose consent shall not in any event be unreasonably withheld or delayed)L/C Issuer. Upon the acceptance of any a successor’s appointment as Administrative Agent by a successor Agenthereunder, (a) such successor Agent shall thereupon succeed to and become vested with all of the rights, powers, privileges and duties of the retiring Agent and L/C Issuer, (b) the retiring Agent L/C Issuer shall be discharged from its all of their respective duties and obligations hereunder or under this Agreement. After any 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 Agent’s resignation hereunder as L/C Issuer to effectively assume the obligations of the retiring L/C Issuer with respect to such Agent, the provisions Letters of this Article VIII shall inure to its benefit as to any actions taken or omitted to be taken by it while it was such Agent under this AgreementCredit.

Successor Agents. (a) Any Agent may resign at any time by giving thirty (30) Business Days’ written notice thereof to the other Secured Parties Lenders and the Lead BorrowerBorrowers and may be removed at any time with or without cause by the Required Lenders; provided, however, that the Collateral Agent may not resign or be removed except where the Collateral Agent is also resigning or being removed and a successor Collateral Agent has been appointed under this Agreement and shall have accepted such appointment. Upon any such resignation of an Agentor removal, the Required Lenders shall have the right right, upon five days' notice to the Borrowers, to appoint a successor Agent, which, so long as there is no Specified Default, shall be reasonably satisfactory to the Lead Borrower (whose consent in any event shall not be unreasonably withheld or delayed). If no successor Agent shall have been so appointed by the Required Lenders and/or none Lenders, and shall have accepted such appointment appointment, within thirty (30) 30 days after the retiring Agent’s 's giving of notice of resignationresignation or the Required Lenders' removal of the retiring Agent, then, upon five days' notice to the Borrowers, the retiring Agent may, on behalf of the other Secured PartiesLenders, appoint a successor Agent Agent, which shall be a bank which maintains an office in the United States, or a commercial bank (or affiliate thereof) organized under the laws of the United States of America or of any State thereof and thereof, or any Affiliate of such bank, having a combined capital and surplus of a at least $1,000,000,000, or capable of complying with all of the duties of such Agent hereunder 100,000,000. (in the opinion of the retiring Agent and as certified to the other Secured Parties in writing by such successor Agentb) which, so long as there is no Specified Default, shall be reasonably satisfactory to the Lead Borrower (whose consent shall not in any event be unreasonably withheld or delayed). Upon the acceptance of any appointment as an Agent hereunder and under the Letter of Credit Agreement by a successor Agent, such successor Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring Agent Agent, and the retiring Agent shall be discharged from its duties and obligations under this Agreement. After any retiring Agent’s 's resignation or removal hereunder as such Agent, the provisions of this Article VIII X shall inure to its benefit as to any actions taken or omitted to be taken by it while it was such an Agent under this Agreement or the Letter of Credit Agreement.

Successor Agents. Any The Agent may resign at any time by giving thirty (30) Business Days’ written notice thereof to the other Secured Parties Lenders and the Lead BorrowerParent. Upon any such resignation of an Agentresignation, the Required Lenders shall have the right to appoint a successor Agent, which, so long as there is no Specified Default, shall be reasonably satisfactory acceptable to the Lead Borrower (whose Parent, with such rights and obligations hereunder as those previously held by the retiring Agent, provided, the successor Agent may be appointed by the Required Lenders without any consultation with or consent in of the Parent or any event shall not be unreasonably withheld other Loan Party if an Event of Default or delayed)Default has occurred and is continuing. If no successor Agent shall have been so appointed by the Required Lenders and/or none shall Lenders, been accepted by the Parent, and have accepted such appointment appointment, within thirty (30) 30 days after the retiring Agent’s 's giving of notice of resignation, then the retiring Agent may, on behalf of the other Secured PartiesLenders, appoint a successor Agent Agent, which shall be a Lender or a commercial bank (or affiliate thereof) other financial institution organized under the laws of the United States of America or of any State thereof and having a combined capital and surplus of a at least $1,000,000,000, or capable of complying with all of the duties of such Agent hereunder (in the opinion of the retiring Agent and as certified to the other Secured Parties in writing by such successor Agent) which, so long as there is no Specified Default, shall be reasonably satisfactory to the Lead Borrower (whose consent shall not in any event be unreasonably withheld or delayed)500,000,000. Upon the acceptance of any appointment as Agent hereunder by a successor Agent, such successor Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring Agent Agent, and the retiring Agent shall be discharged from its duties and obligations under this AgreementAgreement and the other Loan Documents. After any retiring Agent’s 's resignation hereunder as such an Agent, the provisions of this Article VIII IX shall inure to its benefit as to any actions taken or omitted to be taken by it while it was such an Agent under this AgreementAgreement and the other Loan Documents.

Successor Agents. Any Agent may resign at any time by giving thirty (30) Business Days’ written notice thereof to the other Secured Parties and the Lead Borrower. Upon any such resignation of an Agent, the Required Lenders shall have the right to appoint a successor Agent, which, so long as there is no Specified Default, shall be reasonably satisfactory to the Lead Borrower (whose consent in any event shall not be unreasonably withheld or delayed). If no successor Agent shall have been so appointed by the Required Lenders and/or none shall have accepted such appointment within thirty (30) days after the retiring Agent’s giving of notice of resignation, the retiring Agent may, on behalf of the other Secured Parties, appoint a successor Agent which shall be a commercial bank (or affiliate thereof) organized under the laws of the United States of America or of any State thereof and having a combined capital and surplus of a least $1,000,000,000, or capable of complying with all of the duties of such Agent hereunder (in the opinion of the retiring Agent and as certified to the other Secured Parties in writing by such successor Agent) which, so long as there is no Specified Default, shall be reasonably satisfactory to the Lead Borrower (whose consent shall not in any event be unreasonably withheld or delayed). Upon the acceptance of any appointment as Agent by a successor Agent, such successor Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring Agent and the retiring Agent shall be discharged from its duties and obligations under this Agreement. After any retiring Agent’s resignation hereunder as such Agent, the provisions of this Article VIII shall inure to its benefit as to any actions taken or DB1/ 98023701.7 omitted to be taken by it (i) while it was such Agent under this AgreementAgreement and (ii) after such resignation for so long as it 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 Agent.

Successor Agents. (a) Any Agent may resign as to any or all of the Facilities at any time by giving thirty (30) Business Days’ written notice thereof to the other Secured Lender Parties and the Lead BorrowerBorrowers and may be removed as to all of the Facilities at any time with or without cause by the Required Lenders; provided, however, that any removal of the Administrative Agent will not be effective until it has also been replaced as Collateral Agent, Swing Line Bank and Issuing Bank and released from all of its obligations in respect thereof. Upon any such resignation of an Agentor removal, the Required Lenders shall have the right to appoint a successor AgentAgent as to such of the Facilities as to which such Agent has resigned or been removed, whichwhich appointment shall, so long as there provided that no Default has occurred and is no Specified Defaultcontinuing, shall be reasonably satisfactory subject to the Lead Borrower (whose consent in any event shall of the Borrower, such consent not to be unreasonably withheld or delayed). If no successor Agent shall have been so appointed by the Required Lenders and/or none Lenders, and shall have accepted such appointment appointment, within thirty (30) 30 days after the retiring Agent’s giving of notice of resignationresignation or the Required Lenders’ removal of the retiring Agent, then the retiring Agent may, on behalf of the other Secured Lender Parties, appoint a successor Agent Agent, which shall be a commercial bank (or affiliate thereof) organized under the laws of the United States of America or of any State thereof and having a combined capital and surplus of a at least $1,000,000,000250,000,000, or capable of complying with all which appointment shall, provided that no Default has occurred and is continuing, be subject to the consent of the duties of Borrower, such Agent hereunder (in the opinion of the retiring Agent and as certified consent not to the other Secured Parties in writing by such successor Agent) which, so long as there is no Specified Default, shall be reasonably satisfactory to the Lead Borrower (whose consent shall not in any event be unreasonably withheld or delayed). Upon the acceptance of any appointment as Agent by a successor Agent, such successor Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring Agent and the retiring Agent shall be discharged from its duties and obligations under this Agreement. After any retiring Agent’s resignation hereunder as such Agent, the provisions of this Article VIII shall inure to its benefit as to any actions taken or omitted to be taken by it while it was such Agent under this Agreement.or

Successor Agents. Any Agent may resign at any time by giving thirty (30) Business Days’ written notice thereof to the other Secured Credit Parties and the Lead Borrower. Upon any such resignation of an Agent, the Required Lenders shall have the right to appoint a successor Agent, which, so long as there is no Specified Default- 63 - Event of Default under SECTION 7.01(g), SECTION 7.01(h), SECTION 7.01(i), or SECTION 7.01(j), shall be reasonably satisfactory to the Lead Borrower (whose consent in any event shall not be unreasonably withheld or delayed). If no successor Agent shall have been so appointed by the Required Lenders and/or none shall have accepted such appointment within thirty (30) days after the retiring Agent’s giving of notice of resignation, the retiring Agent may, on behalf of the other Secured Credit Parties, appoint a successor Agent which shall be a commercial bank (or affiliate thereof) organized under the laws of the United States of America or of any State thereof and having a combined capital and surplus of a least $1,000,000,000, or Person capable of complying with all of the duties of such Agent hereunder (in the opinion of the retiring Agent and as certified to the other Secured Credit Parties in writing by such successor Agent) which, so long as there is no Specified DefaultEvent of Default under SECTION 7.01(g), SECTION 7.01(h), SECTION 7.01(i), or SECTION 7.010), shall be reasonably satisfactory to the Lead Borrower (whose consent shall not in any event be unreasonably withheld or delayed). Upon the acceptance of any appointment as Agent by a successor Agent, such successor Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring Agent and the retiring Agent shall be discharged from its duties and obligations under this Agreement. After any retiring Agent’s resignation hereunder as such Agent, the provisions of this Article ARTICLE VIII shall inure to its benefit as to any actions taken or omitted to be taken by it while it was such Agent under this Agreement.

Successor Agents. Any Subject to the terms of this Section 12.05, each Agent may resign at any time by giving may, upon thirty (30) Business Days’ written days' notice thereof to the other Secured Parties Lenders and the Lead Borrower. Upon any such resignation of an , resign as Administrative Agent or Collateral Agent, as applicable. If an Agent shall resign then the Required Lenders shall have the right to appoint a successor Agent, which, agent. If for any reason a successor agent is not so long as there is no Specified Default, appointed and does not accept such appointment within thirty (30) days of notice of resignation such Agent may appoint a successor agent. The appointment of any successor Agent shall be reasonably satisfactory subject to the Lead prior written consent of the Borrower (whose which consent in any event shall not be unreasonably withheld or delayed). If no ; provided that the consent of the Borrower to any such appointment shall not be required if (i) an Event of Default shall have occurred and is continuing or, (ii) if such successor Agent shall have been so appointed by the Required Lenders and/or none shall have accepted such appointment within thirty (30) days after the retiring Agent’s giving of notice of resignation, the retiring Agent may, on behalf of the other Secured Parties, appoint is a successor Agent which shall be a commercial bank (Lender or affiliate thereof) organized under the laws of the United States of America or of any State thereof and having a combined capital and surplus of a least $1,000,000,000, or capable of complying with all of the duties an Affiliate of such Agent hereunder (in the opinion or any Lender. Any resignation of the retiring an Agent and as certified to the other Secured Parties in writing by such successor Agent) which, so long as there is no Specified Default, shall be reasonably satisfactory effective upon the appointment of a successor agent pursuant to this Section 12.05. After the Lead Borrower (whose consent shall not in any event be unreasonably withheld or delayed). Upon the acceptance effectiveness of any appointment retiring Agent's resignation hereunder as Agent by a successor Agent, such successor Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring Agent and the retiring Agent shall be discharged from its duties and obligations hereunder and under this Agreement. After any retiring Agent’s resignation hereunder as such Agent, the other Facility Documents and the provisions of this Article VIII XII shall inure to continue in effect for its benefit as with respect to any actions taken or omitted to be taken by it while it was such Agent under this Agreement and under the other Facility Documents. Any Person (i) into which the Collateral Agent may be merged or consolidated, (ii) that may result from any merger or consolidation to which the Collateral Agent shall be a party, or (iii) that may succeed to the corporate trust properties and assets of the Collateral Agent substantially as a whole, shall be the successor to the Collateral Agent under this Agreement without further act of any of the parties to this Agreement.

Successor Agents. Any The Collateral Agent may resign at any time by giving thirty (30) Business Daysupon 10 days’ written notice thereof to the other Secured Parties Company and the Lead Borrowerholders of the Notes effective upon appointment of a successor Agent. Upon receipt of any such resignation notice of an Agentresignation, the Required Lenders Company shall have the right to appoint a successor Agentagent for the holders of the Notes, whichwhich successor agent shall (i) if the resigning Collateral Agent is SNTC Holding, so long as there is no Specified DefaultInc., be subject to approval by SNTC Holding, Inc. (which approval shall not be reasonably satisfactory unreasonably withheld or delayed) and (ii) in all other cases, be subject to approval by the Lead Borrower Required Holders (whose consent in any event which approval shall not be unreasonably withheld or delayed), whereupon such successor agent shall succeed to the rights, powers and duties of such retiring Collateral Agent, and the retiring Collateral Agent’s rights, powers and duties as Collateral Agent shall be terminated, without any other or further act or deed on the part of such retiring Collateral Agent or any of the parties to this Agreement or any holders of the Notes. If no successor Collateral Agent shall have been so appointed by the Required Lenders and/or none and shall have accepted such appointment within thirty (30) 10 days after the retiring Collateral Agent’s giving of notice of resignation, then the retiring Collateral Agent may, on behalf of the other Secured Partiesholders of the Notes and with the consent of the Company (such consent not to be unreasonably withheld or delayed), appoint a successor Agent which Collateral Agent, that shall be a commercial bank (or affiliate thereof) organized under the laws of the United States of America or of any State thereof and having that has an office in New York, New York with a combined capital and surplus of a at least $1,000,000,000, or capable of complying with all of the duties of such Agent hereunder (in the opinion of the retiring Agent and as certified to the other Secured Parties in writing by such successor Agent) which, so long as there is no Specified Default, shall be reasonably satisfactory to the Lead Borrower (whose consent shall not in any event be unreasonably withheld or delayed). Upon the acceptance of any appointment as Agent by a successor Agent, such successor Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring Agent and the retiring Agent shall be discharged from its duties and obligations under this Agreement500,000,000. After any retiring Collateral Agent’s resignation hereunder as such Collateral Agent, the provisions of this Article VIII Section 23 shall inure to its benefit as to any actions taken or omitted to be taken by it while it was such Collateral Agent under this AgreementAgreement and the other Note Documents.

Successor Agents. Any Agent may resign at any time by giving thirty (30) Business Daysdays’ prior written notice thereof to the other Secured Parties Lenders and the Lead Borrower. Upon any notice of such resignation of an Agentresignation, the Required Requisite Lenders shall have the right to appoint a successor Agent, Agent (which, so long as there unless an Event of Default under Section 8.01(a), (f) or (g) has occurred and is no Specified Defaultcontinuing at the time of such appointment, shall be reasonably satisfactory subject to the Lead Borrower (whose prior written consent in any event of the Borrower, which consent shall not be unreasonably withheld withheld, conditioned or delayed). If no successor Agent shall have been so appointed by the Required Lenders and/or none Requisite Lenders, and shall have accepted such appointment appointment, within thirty (30) days after the retiring Agent’s giving of notice of resignation, then the retiring Agent may, on behalf of the other Secured PartiesLenders, appoint a successor Agent Agent, which, unless an Event of Default under Section 8.01(a), (f) or (g) shall have occurred and is continuing, shall be subject to the prior written consent of to the Borrower, which consent shall not be unreasonably withheld, conditioned or delayed, and which shall be a commercial bank (or affiliate thereof) trust company organized under the laws of the United States of America or of any State thereof and having a combined capital and surplus of a at least $1,000,000,000, or capable of complying with all of the duties of such Agent hereunder (in the opinion of the retiring Agent and as certified to the other Secured Parties in writing by such successor Agent) which, so long as there is no Specified Default, shall be reasonably satisfactory to the Lead Borrower (whose consent shall not in any event be unreasonably withheld or delayed)250,000,000. Upon the acceptance of any appointment as an Agent hereunder by a successor Agent, such successor Agent shall thereupon succeed to and become vested with all the rights, powers, discretion, privileges and duties of the retiring Agent Agent, and the retiring Agent shall be discharged from its duties and obligations under the Credit Documents. If within thirty (30) days after written notice is given of the retiring Agent’s resignation under this AgreementSection 9.07 no successor Agent shall have been appointed and shall have accepted such appointment, then on such 30th day (a) the retiring Agent’s resignation shall become effective, (b) the retiring Agent shall thereupon be discharged from its duties and obligations under the Credit Documents and (c) the Requisite Lenders shall thereafter perform all duties of the retiring Agent under the Credit Documents until such time, if any, as the Requisite Lenders appoint a successor Agent as provided above. After any retiring Agent’s resignation hereunder as such AgentAdministrative Agent shall have become effective, the provisions of this Article VIII Section 9 shall inure to its benefit (and the benefit of any sub-agents appointed by Administrative Agent) as to any actions taken or omitted to be taken by it while it was such Agent under this Agreement. It is understood and agreed that the term “Agent” shall not apply to the Lead Arranger under this Section 9.07.

Successor Agents. (a) Any Agent may resign at any time by giving thirty (30) Business Days’ written notice thereof to the other Secured Parties Lenders and the Lead BorrowerBorrower and may be removed at any time with or without cause by the Required Lenders; provided, however, that the Collateral Agent may not resign or be removed except where the Collateral Agent is also resigning or being removed and a successor Collateral Agent has been appointed under this Agreement and shall have accepted such appointment. Upon any such resignation of an Agentor removal, the Required Lenders shall have the right right, upon five days’ notice to the Borrower, to appoint a successor Agent, which, so long as there is no Specified Default, shall be reasonably satisfactory to the Lead Borrower (whose consent in any event shall not be unreasonably withheld or delayed). If no successor Agent shall have been so appointed by the Required Lenders and/or none Lenders, and shall have accepted such appointment appointment, within thirty (30) 30 days after the retiring Agent’s giving of notice of resignationresignation or the Required Lenders’ removal of the retiring Agent, then, upon five days’ notice to the Borrower, the retiring Agent may, on behalf of the other Secured PartiesLenders, appoint a successor Agent Agent, which shall be a bank which maintains an office in the United States, or a commercial bank (or affiliate thereof) organized under the laws of the United States of America or of any State thereof and thereof, or any Affiliate of such bank, having a combined capital and surplus of a at least $1,000,000,000, or capable of complying with all of the duties of such Agent hereunder 100,000,000. (in the opinion of the retiring Agent and as certified to the other Secured Parties in writing by such successor Agentb) which, so long as there is no Specified Default, shall be reasonably satisfactory to the Lead Borrower (whose consent shall not in any event be unreasonably withheld or delayed). Upon the acceptance of any appointment as an Agent hereunder by a successor Agent, such successor Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring Agent Agent, and the retiring Agent shall be discharged from its duties and obligations under this Agreement. After any retiring Agent’s resignation or removal hereunder as such Agent, the provisions of this Article VIII X shall inure to its benefit as to any actions taken or omitted to be taken by it while it was such an Agent under this Agreement.

Successor Agents. Any Either Agent may resign at any time by giving thirty (30) Business Days’ written notice thereof to the other Secured Parties Lenders and the Lead BorrowerFunds Administrator. Upon any such resignation of an Agentresignation, the Required Lenders shall have the right to appoint a successor Agent, which; provided that, so long as there is no Specified DefaultDefault or Event of Default exists, the Required Lenders shall be reasonably satisfactory to obtain the Lead Borrower consent of the Funds Administrator (whose which consent in any event shall not be unreasonably withheld or delayed)) prior to appointing any such successor agent. If no successor Agent shall have been so appointed by the Required Lenders and/or none Lenders, and shall have accepted such appointment appointment, within thirty (30) days after the retiring Agent’s giving of Agent gives notice of resignation, then the retiring Agent may, on behalf of the other Secured PartiesLenders, appoint a successor Agent Agent, which shall be a commercial bank (an institution organized or affiliate thereof) organized licensed under the laws of the United States of America or of any State thereof and having a combined capital and surplus of a least $1,000,000,000, or capable of complying with all of the duties of such Agent hereunder (in the opinion of the retiring Agent and as certified to the other Secured Parties in writing by such successor Agent) whichthereof; provided that, so long as there is no Specified DefaultDefault or Event of Default exists, the Required Lenders shall be reasonably satisfactory to obtain the Lead Borrower consent of the Funds Administrator (whose which consent shall not in any event be unreasonably withheld or delayed)) prior to appointing any such successor agent. Upon the acceptance of any its appointment as Agent hereunder by a successor Agent, such successor Agent shall thereupon succeed to and become vested with all the rights, powers, privileges rights and duties of the retiring Agent Agent, and the retiring Agent shall be discharged from its duties and obligations under this Agreementhereunder. After any retiring Agent’s 's resignation hereunder as such Agent, the provisions of this Article VIII shall inure to its benefit as to any actions taken or omitted to be taken by it while it was such Agent under this AgreementAgent.

Successor Agents. Any An Agent may resign at any time by giving at least thirty (30) Business Daysdays’ prior written notice thereof to the other Secured Parties Lenders and the Lead BorrowerBorrowers and may be removed at any time with or without cause by all of the Lenders other than the Lender being removed. Upon any such resignation or removal, all of the Lenders (other than any Lender that has been removed as an Agent) and the Borrowers, the Required Lenders if not then in material Default, shall have the right to appoint a successor Agent, which, so long as there is no Specified Default, shall be reasonably satisfactory to the Lead Borrower (whose consent in any event shall not be unreasonably withheld or delayed). If an Agent is being removed, the notice of removal shall include the designation of a successor Agent approved by the other Lenders and by the Borrowers if the Borrowers are not then in material Default. If an Agent shall have given notice of its resignation and within thirty (30) days after the giving of such notice no successor Agent shall have been so appointed by the Required other Lenders and/or none and the Borrowers (or solely by the other Lenders if the Borrowers are then in material Default) and shall have accepted such appointment within thirty (30) days after the retiring Agent’s giving of notice of resignationappointment, then the retiring Agent may, on behalf of both the other Secured Parties, Lenders and the Borrowers appoint a successor Agent which to such Agent’s capacity. In no event shall the term of any Agent end until the successor Agent has been appointed and shall have accepted such appointment. Any successor Agent shall be one of the Lenders or a commercial bank (or affiliate thereof) financial institution organized under the laws Laws of the United States of America U.S. (or of any State thereof and thereof) or a U.S. branch or agency of a commercial banking institution, in either case having a combined capital and surplus of at least five hundred million dollars ($500,000,000) or being a wholly owned subsidiary of a financial institution that on a consolidated basis has combined capital and surplus of at least five hundred million dollars ($1,000,000,000, or capable of complying with all of the duties of such Agent hereunder (in the opinion of the retiring Agent and as certified to the other Secured Parties in writing by such successor Agent) which, so long as there is no Specified Default, shall be reasonably satisfactory to the Lead Borrower (whose consent shall not in any event be unreasonably withheld or delayed500,000,000). Upon the successor Agent’s acceptance of any appointment as an Agent by a successor Agenthereunder, such successor Agent shall be entitled to receive from the retiring or removed Agent such documents of transfer and assignment as such successor Agent reasonably may request, and thereupon shall succeed to and become vested with all the rights, powers, privileges and duties of the retiring Agent or removed Agent, and the retiring or removed Agent shall be discharged from its duties and obligations under this Agreement. After any retiring Agent’s resignation or removal hereunder as such an Agent, the provisions of this Article VIII shall inure to its benefit as to any actions taken or omitted to be taken by it while it was such an Agent under this Agreement.

Successor Agents. Any The Revolver Administrative Agent and the Collateral Agent may resign at any time by giving thirty (30) Business Days’ written give notice thereof of its resignation to the other Secured Parties Lenders, the Letter of Credit Issuers and the Lead Borrower. Upon receipt of any such resignation notice of an Agentresignation, the Required Lenders Xxxxxxx, in the case of the resignation of the Revolver Administrative Agent, shall have the right to appoint a successor Agentright, which, so long as there is no Specified Default, shall be reasonably satisfactory subject to the Lead consent of the Borrower (whose consent in any event shall not to be unreasonably withheld or delayed) so long as no Event of Default under Section 12.1(a), 12.1(b), 12.1(g), 12.1(h) or 12.1(i) (with respect to the Borrower) 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 Agent shall have been so appointed by the Required Lenders and/or none Lenders, the Revolver Administrative Agent or the Collateral Agent, 113 as applicable, and shall have accepted such appointment within thirty (30) days after the retiring Agent’s giving of Revolver Administrative Agent gives notice of resignationits resignation (the “Resignation Effective Date”), then the retiring Revolver Administrative Agent mayor Collateral Agent, as applicable, may on behalf of the other Secured PartiesLenders, appoint a successor Revolver Administrative Agent which shall be a commercial bank or Collateral Agent, as applicable, meeting the qualifications set forth above (or affiliate thereof) organized under the laws including receipt of the United States of America Borrower’s consent); provided that if the Revolver Administrative Agent or of any State thereof and having a combined capital and surplus of a least $1,000,000,000Collateral Agent, or capable of complying with all of the duties of such Agent hereunder (in the opinion of the retiring Agent and as certified to the other Secured Parties in writing by such successor Agent) which, so long as there is no Specified Defaultapplicable, shall be reasonably satisfactory to notify the Lead Borrower (whose consent shall not in any event be unreasonably withheld or delayed). Upon the acceptance of any appointment as Agent by a successor Agent, such successor Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring Agent and the retiring Agent Lenders that no qualifying Person has accepted such appointment, then such resignation shall be discharged from its duties and obligations under this Agreement. After any retiring Agent’s resignation hereunder as nonetheless become effective in accordance with such Agent, the provisions of this Article VIII shall inure to its benefit as to any actions taken or omitted to be taken by it while it was such Agent under this Agreementnotice.

Successor Agents. Any Agent may resign at any time by giving thirty (30) Business Days’ 30 days' written notice thereof to the other Secured Parties Lenders and the Lead Borrower. Any Agent may be removed by the Required Lenders at any time by giving 10 days' prior written notice thereof to such Agent, the other Lenders and the Borrower. Upon any such resignation of an Agentor removal, the Required Lenders Borrower shall have the right to appoint a successor Agent; provided, whichthat the Required Lenders or the remaining Agents shall have the right, so long as there is no Specified Defaultacting reasonably, shall be reasonably satisfactory to the Lead Borrower (whose consent in any event shall not be unreasonably withheld or delayed)disapprove such successor Agent. If no successor Agent shall have been so appointed by the Required Lenders and/or none and consented to, and shall have accepted such appointment appointment, within thirty (30) 30 days after the retiring Agent’s giving of such notice of resignationresignation or removal, the retiring Agent may, on behalf then any of the other Secured Parties, appoint a remaining Agents shall succeed to the obligations of such Agent hereunder. Each successor Agent which shall be a commercial bank (or affiliate thereof) trust company organized or licensed under the laws of the United States of America or of any State thereof and having a combined capital and surplus of a at least $1,000,000,000, or capable of complying with all of the duties of such Agent hereunder (in the opinion of the retiring Agent and as certified to the other Secured Parties in writing by such successor Agent) which, so long as there is no Specified Default, shall be reasonably satisfactory to the Lead Borrower (whose consent shall not in any event be unreasonably withheld or delayed). Upon the acceptance by a successor Agent of any its appointment as Agent by a successor Agenthereunder, such successor Agent shall thereupon succeed to and become vested with all the properties, rights, powers, privileges and duties of the former Agent, without further act, deed or conveyance. Upon the effective date of resignation or removal of a retiring Agent and the retiring Agent, such Agent shall be discharged from its duties and obligations under this Agreement. After any retiring Agent’s resignation hereunder as such AgentAgreement and the other Loan Documents, but the provisions of this Article VIII Agreement shall inure to its benefit as to any actions taken or omitted to be taken by it while it was such Agent under this Agreement. If and so long as no successor Agent shall have been appointed, then any notice or other communication required or permitted to be given by the retiring Agent shall be sufficiently given if given by the Required Lenders, all notices or other communications required or permitted to be given to the Agent shall be given to each Lender, and all payments to be made to the retiring Agent shall be made directly to the Borrower or Lender for whose account such payment is made.

Successor Agents. Any Subject to the appointment and acceptance of a successor Agent (which shall be any Lender or a Lender Affiliate or a commercial lender organized under the laws of the United States of America or any political subdivision thereof which has a combined capital and reserves in excess of $250,000,000) as provided below, any Agent may resign at any time by giving thirty (30) Business Days’ written notice thereof to the other Secured Parties Lenders and the Lead BorrowerBorrowers and may be removed at any time for cause by the Majority Lenders. Upon any such resignation of an Agentor removal, the Required Majority Lenders shall have the right to appoint appoint, subject to such Lender's consent in its sole discretion, a successor Agent, which, so long as there is no Specified Default, shall be reasonably satisfactory to Agent from among the Lead Borrower (whose consent in any event shall not be unreasonably withheld Lenders or delayed)the Lender Affiliates. If no successor Agent shall have been so appointed by the Required Lenders and/or none Majority Lenders, and shall have accepted such appointment within thirty (30) days after the retiring Agent’s 's giving of notice of resignationresignation or the Majority Lenders' removal of the retiring Agent, then the retiring Agent may, on behalf of the other Secured PartiesLenders, appoint a successor Agent which shall be any Lender or a Lender Affiliates or a commercial bank (or affiliate thereof) organized under the laws of the United States of America or of any State political subdivision thereof and having a which has combined capital and surplus reserves in excess of a least $1,000,000,000, or capable of complying with all of the duties of such Agent hereunder (in the opinion of the retiring Agent and as certified to the other Secured Parties in writing by such successor Agent) which, so long as there is no Specified Default, shall be reasonably satisfactory to the Lead Borrower (whose consent shall not in any event be unreasonably withheld or delayed)250,000,000. Upon the acceptance of any appointment as Agent hereunder by a successor Agent, such successor Agent shall thereupon succeed to and become vested with all the rights, powers, privileges privileges, duties, and duties obligations of the retiring Agent Agent, and the retiring Agent shall be discharged from its duties and obligations under this Agreementhereunder. After any retiring Agent’s 's resignation or removal hereunder as such Agent, the provisions of this Article VIII Section 10.14 shall inure to continue in effect for its benefit as to in respect of any actions taken or omitted to be taken by it while it was such Agent under this Agreementacting as an Agent.

Successor Agents. Any An Agent may resign at any time by giving thirty (30) Business Days’ written notice thereof to the other Secured Parties Banks and the Lead BorrowerCompany. Upon any such resignation of an Agentresignation, the Company shall, with the consent of the Required Lenders shall Banks, have the right to appoint a successor Agent (which may be the other institution then acting as Agent, which, so long as there is no Specified Default, shall be reasonably satisfactory to the Lead Borrower (whose consent in any event shall not be unreasonably withheld or delayed). If no successor Agent shall have been so appointed by the Required Lenders and/or none appointed, and shall have accepted such appointment appointment, within thirty (30) 60 days after the retiring Agent’s giving of Agent gives notice of resignation, the retiring Agent may, on behalf of the other Secured PartiesBanks, appoint a successor Agent (which may be the other institution then acting as Agent), which shall be a commercial bank (organized or affiliate thereof) organized licensed under the laws of the United States of America or of any State thereof and having a combined capital and surplus of a at least $1,000,000,000, or capable of complying with all of the duties of such Agent hereunder (in the opinion of 50,000,000; provided that if the retiring Agent shall notify the Company and as certified the Banks that no qualifying Person has accepted such appointment, then such resignation shall nonetheless become effective in accordance with such notice and (i) the retiring Agent shall be discharged from its duties and obligations hereunder and (ii) all payments, communications and determinations provided to the other Secured Parties in writing by be made by, to or through such successor retiring Agent) which, so long as there is no Specified Defaultincluding under Section 5.01 hereof, shall instead be reasonably satisfactory made by or to each Bank directly, until such time as the Lead Borrower (whose consent shall not Required Banks appoint a successor Agent as provided for in any event be unreasonably withheld or delayed)this Section. Upon the acceptance of any its appointment as an Agent hereunder by a successor Agent, such successor Agent shall thereupon succeed to and become vested with all the rights, powers, privileges rights and duties of the retiring Agent Agent, and the retiring Agent shall be discharged from its duties and obligations under hereunder as Agent (if not already discharged therefrom as provided in this AgreementSection). After any retiring Agent’s resignation hereunder as such an Agent, the provisions of this Article VIII shall inure to its benefit as to any actions taken or omitted to be taken by it while it was such Agent under this Agreementan Agent.

Successor Agents. (a) Any Agent may resign at any time by giving thirty (30) Business Days’ written notice thereof to the other Secured Parties Lenders and PMI and may be removed at any time with or without cause by the Lead BorrowerRequired Lenders. Upon any such resignation of an Agentor removal, the Required Lenders shall have the right to appoint a successor Agent, which, so long as there is no Specified Default, shall be reasonably satisfactory to the Lead Borrower (whose consent in any event shall not be unreasonably withheld or delayed). If no successor Agent shall have been so appointed by the Required Lenders and/or none Xxxxxxx, and shall have accepted such appointment appointment, within thirty (30) 30 days after the retiring Agent’s giving of notice of resignationresignation or the Required Xxxxxxx’ removal of the retiring Agent, then the retiring Agent may, on behalf of the other Secured PartiesLenders, appoint a successor Agent Agent, which shall be a commercial bank (or affiliate thereof) organized under the laws of the United States of America or of any State thereof and having a combined capital and surplus of a at least $1,000,000,000, or capable of complying with all of the duties of such Agent hereunder (in the opinion of the retiring Agent and as certified to the other Secured Parties in writing by such successor Agent) which, so long as there is no Specified Default, shall be reasonably satisfactory to the Lead Borrower (whose consent shall not in any event be unreasonably withheld or delayed)500,000,000. Upon the acceptance of any appointment as Agent hereunder by a successor Agent, such successor Agent shall thereupon succeed to and become vested with all the rights, powers, discretion, privileges and duties of the retiring Agent Agent, and the retiring Agent shall be discharged from its duties and obligations under this Agreement. After any retiring Agent’s resignation or removal hereunder as such Agent, the provisions of this Article VIII 7 shall inure to its benefit as to any actions taken or omitted to be taken by it while it was such an Agent under this Agreement. (b) Any Agent shall resign in accordance with clause (a) above (and, to the extent applicable, shall use reasonable endeavors to appoint a successor Agent pursuant to clause (a) above) if either: (i) such Agent fails to respond to a request under Section 2.19(h) or a Lender reasonably believes that such Agent is not a FATCA Exempt Party; (ii) the information supplied by such Agent pursuant to Section 2.19(h) indicates that such Agent is not a FATCA Exempt Party; or (iii) such Agent notifies PMI and the Lenders that such Agent is not a FATCA Exempt Party; and, in each case, PMI or a Lender reasonably believes that a party will be required to make a FATCA Deduction that would not be required if such Agent were a FATCA Exempt Party, and PMI or such Lender, by notice to such Agent, requires it to resign.