Common use of Successor Clause in Contracts

Successor. The Administrative Agent may, subject (at any time no Event of Default or Potential Default has occurred and is continuing) to the Borrower's prior written consent that may not be unreasonably withheld, assign all of its Rights and obligations as the Administrative Agent under the Credit Documents to any of its Affiliates, which Affiliate shall then be the successor Administrative Agent under the Credit Documents. The Administrative Agent may also, upon 30 days' prior notice to the Borrower, voluntarily resign. If the initial or any successor Administrative Agent ever ceases to be a party to this Agreement or if the initial or any successor Administrative Agent ever resigns, then the Required Lenders shall (which, if no Event of Default or Potential Default has occurred and is continuing, is subject to the Borrower's approval that may not be unreasonably withheld) appoint the successor Administrative Agent from among the Lenders (other than the resigning Administrative Agent). If the Required Lenders fail to appoint a successor Administrative Agent within 30 days after the resigning Administrative Agent has given notice of resignation, then the resigning Administrative Agent may, on behalf of the Lenders, upon 30 days prior notice to the Borrower, appoint a successor Administrative Agent, subject (at any time no Event of Default or Potential Default has occurred and is continuing) to the Borrower's prior written consent that may not be unreasonably withheld, which must be a commercial bank having a combined capital and surplus of at least $1,000,000,000 (as shown on its most recently published statement of condition). Upon its acceptance of appointment as successor Administrative Agent, the successor Administrative Agent shall succeed to and become vested with all of the Rights of the prior Administrative Agent, and the prior Administrative Agent shall be discharged from its duties and obligations as Administrative Agent under the Credit Documents, and each Lender shall execute the documents that any Lender, the resigning Administrative Agent or the successor Administrative Agent reasonably requests to reflect the change. After any Administrative Agent's resignation as the Administrative Agent under the Credit Documents, the provisions of this section inure to its benefit as to any actions taken or not taken by it while it was the Administrative Agent under the Credit Documents.

Successor. The Administrative Agent may, subject (at any time no Event of Default or Potential Default has occurred and is continuing) to the Borrower's prior written consent that may not be unreasonably withheld, assign all of its Rights and obligations as the Administrative Agent under the Credit Documents to any of its Affiliates, which Affiliate shall then be the successor Administrative Agent under the Credit Documents. The Administrative Agent may also, resign as such at any time upon at least 30 days' ’ prior notice to the Borrower, voluntarily resignBorrower and all Lenders. If the initial or any successor Administrative Agent ever ceases to be a party to this Agreement or if the initial or at any successor Administrative Agent ever resignstime shall resign, then the Required Lenders shall (which, if no Event of Default or Potential Default has occurred and is continuing, is subject to the Borrower's approval that may not be unreasonably withheld) appoint the successor Administrative Agent from among the Lenders (other than the resigning Administrative Agent). If the Required Lenders fail to appoint another Lender as a successor Administrative Agent that shall thereupon become the Administrative Agent hereunder. If no successor Administrative Agent shall have been so appointed by the Required Lenders, and shall have accepted such appointment, within 30 days after the resigning retiring Administrative Agent has given Agent’s giving notice of resignation, then the resigning retiring Administrative Agent may, on behalf of the Lenders, upon 30 days prior notice to the Borrower, appoint a successor Administrative Agent, subject (at any time no Event which shall be one of Default the Lenders or Potential Default has occurred and is continuing) to the Borrower's prior written consent that may not be unreasonably withheld, which must be a commercial bank banking institution organized under the laws of the United States (or any State thereof) or a United States branch or agency of a commercial banking institution, and having a combined capital and surplus of at least $1,000,000,000 (250,000,000; provided that, if, such retiring Administrative Agent is unable to find a commercial banking institution that is willing to accept such appointment and that meets the qualifications set forth in above, the retiring Administrative Agent’s resignation shall nevertheless thereupon become effective and the Lenders shall assume and perform all of the duties of the Administrative Agent hereunder until such time, if any, as shown on its most recently published statement of condition)the Required Lenders appoint a successor as provided for above. Upon its the acceptance of any appointment as Administrative Agent hereunder by a successor Administrative Agent, the such successor Administrative Agent shall be entitled to receive from the retiring Administrative Agent such documents of transfer and assignment as such successor Administrative Agent may reasonably request, and shall thereupon succeed to and become vested with all rights, powers, privileges and duties of the Rights of the prior retiring Administrative Agent, and the prior retiring Administrative Agent shall be discharged from its duties and obligations as Administrative Agent under the Credit Loan Documents, and each Lender shall execute the documents that any Lender, the resigning Administrative Agent or the successor Administrative Agent reasonably requests to reflect the change. After any retiring Administrative Agent's ’s resignation hereunder as the Administrative Agent under the Credit DocumentsAgent, the provisions of this section Article shall inure to its benefit as to any actions taken or not omitted to be taken by it while it was the Administrative Agent under the Credit Loan Documents, and Section 10.3 and Section 10.4 shall continue to inure to its benefit.

Successor. The Subject to the appointment and acceptance of a successor Administrative Agent mayas provided in this Section, subject (the Administrative Agent may resign at any time no Event of Default or Potential Default has occurred and is continuing) upon notice to the Lenders, the Issuing Bank and the Borrower's prior written consent that may . Upon any such resignation, the Required Lenders shall have the right, subject to the approval of the Borrower (which approval shall not be unreasonably withheld), assign all of its Rights and obligations as the Administrative Agent under the Credit Documents to any of its Affiliates, which Affiliate shall then be the successor Administrative Agent under the Credit Documents. The Administrative Agent may also, upon 30 days' prior notice to the Borrower, voluntarily resignappoint a successor. If the initial or any no successor Administrative Agent ever ceases to be a party to this Agreement or if the initial or any successor Administrative Agent ever resigns, then shall have been so appointed by the Required Lenders and shall (which, if no Event of Default or Potential Default has occurred and is continuing, is subject to the Borrower's approval that may not be unreasonably withheld) appoint the successor Administrative Agent from among the Lenders (other than the resigning Administrative Agent). If the Required Lenders fail to appoint a successor Administrative Agent have accepted such appointment within 30 days after the resigning retiring Administrative Agent has given gives notice of its resignation, then the resigning retiring Administrative Agent may, on behalf of the Lenders, upon 30 days prior notice to Lenders and the BorrowerIssuing Bank, appoint a successor Administrative Agent, subject (at any time no Event of Default or Potential Default has occurred and is continuing) to the Borrower's prior written consent Agent that may not be unreasonably withheld, which must shall be a commercial bank having a combined capital and surplus with an office in New York, New York, or an Affiliate of at least $1,000,000,000 (as shown on its most recently published statement of condition)any such bank. Upon its the acceptance of its appointment as successor Administrative Agent, the successor Administrative Agent hereunder by a successor, such successor shall succeed to and become vested with all the rights, powers, privileges and duties of the Rights of the prior retiring Administrative Agent, and the prior retiring Administrative Agent shall be discharged from all its duties and obligations as Administrative Agent under the Credit Documents, and each Lender shall execute Loan Documents in its capacity as the documents that any Lender, Administrative Agent. The fees payable by the resigning Administrative Agent or the Borrower to a successor Administrative Agent reasonably requests shall be the same as those payable to reflect its predecessor unless otherwise agreed between the changeBorrower and such successor. After any the Administrative Agent's ’s resignation as the Administrative Agent under the Credit Documentshereunder, the provisions of this section inure to Article VIII and Section 9.03 shall continue in effect for the benefit of such retiring Administrative Agent, its benefit as to sub-agents and their respective Related Parties in respect of any actions taken or not omitted to be taken by it any of them while it the retiring Administrative Agent was acting as the Administrative Agent under the Credit DocumentsAgent.

Successor. The Administrative Facility Agent may, subject (may resign as such at any time no Event of Default or Potential Default has occurred and is continuing) to the Borrower's prior written consent that may not be unreasonably withheld, assign all of its Rights and obligations as the Administrative Agent under the Credit Documents to any of its Affiliates, which Affiliate shall then be the successor Administrative Agent under the Credit Documents. The Administrative Agent may also, upon at least 30 days' ’ prior notice to the BorrowerBorrower and all Lenders, voluntarily resignprovided that any such resignation shall not become effective until a successor Facility Agent has been appointed as provided in this Section 10.5 and such successor Facility Agent has accepted such appointment. If the initial or Facility Agent at any successor Administrative Agent ever ceases to be a party to this Agreement or if the initial or any successor Administrative Agent ever resignstime shall resign, then the Required Lenders shall (whichshall, if no Event of Default or Potential Default has occurred and is continuing, is subject to the Borrower's approval that may immediately preceding proviso and subject to the consent of the Borrower (such consent not to be unreasonably withheld), appoint another Xxxxxx as a successor to the Facility Agent which shall thereupon become such Facility Agent’s successor hereunder (provided that the Required Lenders shall, subject to the consent of the Borrower unless an Event or Default or a Prepayment Event shall have occurred and be continuing (such consent not to be unreasonably withheld or delayed) appoint offer to each of the other Lenders in turn, in the order of their respective Percentages of the Loan, the right to become successor Administrative Agent from among the Lenders (other than the resigning Administrative Facility Agent). If no successor Facility Agent shall have been so appointed by the Required Lenders fail to appoint a successor Administrative Agent Lenders, and shall have accepted such appointment, within 30 days after the resigning Administrative Agent has given Facility Agent’s giving notice of resignation, then the resigning Administrative Facility Agent may, on behalf of the Lenders, upon 30 days prior notice to the Borrower, appoint a successor Administrative Facility Agent, subject (at any time no Event which shall be one of Default the Lenders or Potential Default has occurred and is continuing) to the Borrower's prior written consent that may not be unreasonably withheld, which must be a commercial bank banking institution having a combined capital and surplus of at least $1,000,000,000 (as shown on its most recently published statement or the equivalent in other currencies), subject, in each case, to the consent of conditionthe Borrower (such consent not to be unreasonably withheld). Upon its the acceptance of any appointment as Facility Agent hereunder by a successor Administrative Facility Agent, the such successor Administrative Facility Agent shall be entitled to receive from the resigning Facility Agent such documents of transfer and assignment as such successor Facility Agent may reasonably request, and shall thereupon succeed to and become vested with all rights, powers, privileges and duties of the Rights of the prior Administrative resigning Facility Agent, and the prior Administrative resigning Facility Agent shall be discharged from its duties and obligations as Administrative Agent under the Credit Documents, and each Lender shall execute the documents that any Lender, the resigning Administrative Agent or the successor Administrative Agent reasonably requests to reflect the changethis Agreement. After any Administrative resigning Facility Agent's ’s resignation hereunder as the Administrative Agent under the Credit DocumentsFacility Agent, the provisions of of: (a) this section Article X shall inure to its benefit as to any actions taken or not omitted to be taken by it while it was the Administrative Facility Agent under this Agreement; and (b) Section 11.3 and Section 11.4 shall continue to inure to its benefit. If a Lender acting as the Credit DocumentsFacility Agent assigns its Loan to one of its Affiliates, such Facility Agent may, subject to the consent of the Borrower (such consent not to be unreasonably withheld or delayed) assign its rights and obligations as Facility Agent to such Affiliate.

Successor. The Administrative Agent may, subject (at any time no Event of Default or Potential Default has occurred and is continuing) to the Borrower's prior written consent that may not be unreasonably withheld, assign all of its Rights rights and obligations as the Administrative Agent under the Credit Loan Documents to any of its Affiliates, which Affiliate shall then be the successor Administrative Agent under the Credit Loan Documents. The Administrative Agent may also, upon 30 days' prior notice to the Borrower, voluntarily resign. If the initial or any successor Administrative Agent ever ceases to be a party to this Agreement or if the initial or any successor Administrative Agent ever resigns, then the Required Lenders shall (which, if no Event of Default or Potential Default has occurred and is continuing, is subject to the Borrower's approval that may not be unreasonably withheld) appoint the successor Administrative Agent from among the Lenders (other than the resigning Administrative Agent). If the Required Lenders fail to appoint a successor Administrative Agent within 30 days after the resigning Administrative Agent has given notice of resignation, then the resigning Administrative Agent may, on behalf of the Lenders, upon 30 thirty (30) days prior notice to the Borrower, appoint a successor Administrative Agent, subject (at any time no Event of Default or Potential Default has occurred and is continuing) to the Borrower's prior written consent that may not be unreasonably withheld, which must be a commercial bank having a combined capital and surplus of at least $1,000,000,000 (as shown on its most recently published statement of condition). Upon its acceptance of appointment as successor Administrative Agent, the successor Administrative Agent shall succeed to and become vested with all of the Rights rights of the prior Administrative Agent, and the prior Administrative Agent shall be discharged from its duties and obligations as Administrative Agent under the Credit Loan Documents, and each Lender shall execute the documents that any Lender, the resigning Administrative Agent or the successor Administrative Agent reasonably requests to reflect the change. After any Administrative Agent's resignation as the Administrative Agent under the Credit Loan Documents, the provisions of this section inure to its benefit as to any actions taken or not taken by it while it was the Administrative Agent under the Credit Loan Documents.

Successor. The Administrative Syndication Agent may, subject (at any time no Event of Default or Potential Default has occurred and is continuing) may resign as such upon one Business Day's notice to the Borrower's prior written consent that may not be unreasonably withheld, assign all of its Rights Borrower and obligations as the Administrative Agent under the Credit Documents to any of its Affiliates, which Affiliate shall then be the successor Administrative Agent under the Credit DocumentsAgent. The Administrative Agent may also, resign as such at any time upon at least 30 days' prior notice to the Borrower, voluntarily resignBorrower and all Lenders. If the initial or any successor Administrative Agent ever ceases to be a party to this Agreement or if the initial or at any successor Administrative Agent ever resignstime shall resign, then the Required Lenders may, with the prior consent of the Borrower (which consent shall (which, if no Event of Default or Potential Default has occurred and is continuing, is subject to the Borrower's approval that may not be unreasonably withheld) ), appoint the successor Administrative Agent from among the Lenders (other than the resigning Administrative Agent). If the Required Lenders fail to appoint another Lender as a successor Administrative Agent which shall thereupon become the Administrative Agent hereunder. If no successor Administrative Agent shall have been so appointed by the Required Lenders, and shall have accepted such appointment, within 30 days after the resigning retiring Administrative Agent has given Agent's giving notice of resignation, then the resigning retiring Administrative Agent may, on behalf of the Lenders, upon 30 days prior notice to the Borrower, appoint a successor Administrative Agent, subject (at any time no Event which shall be one of Default the Lenders or Potential Default has occurred and is continuing) to the Borrower's prior written consent that may not be unreasonably withheld, which must be a commercial bank banking institution organized under the laws of the United States or a United States branch or agency of a commercial banking institution, and having a combined capital and surplus of at least $1,000,000,000 (as shown on its most recently published statement of condition)500,000,000. Upon its the acceptance of any appointment as Administrative Agent hereunder by a successor Administrative Agent, the such successor Administrative Agent shall be entitled to receive from the retiring Administrative Agent such documents of transfer and assignment as such successor Administrative Agent may reasonably request, and shall thereupon succeed to and become vested with all rights, powers, privileges and duties of the Rights of the prior retiring Administrative Agent, and the prior retiring Administrative Agent shall be discharged from its duties and obligations as Administrative Agent under the Credit Documents, and each Lender shall execute the documents that any Lender, the resigning Administrative Agent or the successor Administrative Agent reasonably requests to reflect the changethis Agreement. After any retiring Administrative Agent's resignation hereunder as the Administrative Agent under the Credit DocumentsAgent, the provisions of (i) this section Article X shall inure to its benefit as to any actions taken or not omitted to be taken by it while it was the Administrative Agent under the Credit Documentsthis Agreement, and (ii) Section 11.3 and Section 11.4 shall continue to inure to its benefit.

Successor. The Administrative Agent may, subject (at any time no Event of Default or Potential Default has occurred and is continuing) to the Borrower's prior written consent that may not be unreasonably withheld, assign all of its Rights and obligations as the Administrative Agent under the Credit Documents to any of its Affiliates, which Affiliate shall then be the successor Administrative Agent under the Credit Documents. The Administrative Agent may also, resign as such at any time upon 30 at least thirty (30) days' prior notice to the Borrower, voluntarily resignall Lenders and all Issuing Lenders. If the initial or any successor Administrative Agent ever ceases to be a party to this Agreement or if the initial or at any successor Administrative Agent ever resignstime shall resign, then the Required Lenders shall may, within ten (which, if no Event 10) days after such notice and with the consent of Default or Potential Default has occurred and is continuing, is subject the Borrower (not to the Borrower's approval that may not be unreasonably withheld) ), appoint the successor Administrative Agent from among the Lenders (other than the resigning Administrative Agent). If the Required Lenders fail to appoint another Lender as a successor Administrative Agent which shall thereupon become the Administrative Agent hereunder. If no successor Administrative Agent shall have been so appointed by the Required Lenders, and shall have accepted such appointment, within 30 thirty (30) days after the resigning retiring Administrative Agent has given Agent's giving notice of resignation, then the resigning retiring Administrative Agent may, on behalf of the Lenders, upon 30 days prior after notice to and consultation with the Borrower, appoint a successor Administrative Agent, subject (at any time no Event which shall be one of Default the Lenders or Potential Default has occurred an Assignee, and is continuing) to the Borrower's prior written consent that may not be unreasonably withheld, which must be a commercial bank having shall have a combined capital and surplus of at least $1,000,000,000 (as shown on its most recently published statement of condition)250,000,000. Upon its the acceptance of any appointment as Administrative Agent hereunder by a successor Administrative Agent, the such successor Administrative Agent shall be entitled to receive from the retiring Administrative Agent such documents of transfer and assignment as such successor Administrative Agent may reasonably request, and shall thereupon succeed to and become vested with all rights, powers, privileges and duties of the Rights of the prior retiring Administrative Agent, and the prior retiring Administrative Agent shall be discharged from its duties and obligations as Administrative Agent under the Credit Documents, and each Lender shall execute the documents that any Lender, the resigning Administrative Agent or the successor Administrative Agent reasonably requests to reflect the changethis Agreement. After the effective date of any retiring Administrative Agent's resignation hereunder as the Administrative Agent under the Credit DocumentsAgent, the provisions of (a) this section Article IX shall inure to its benefit as to any actions taken or not omitted to be taken by it while it was the Administrative Agent under the Credit Documentsthis Agreement; and (b) Section 10.3 and Section 10.4 shall continue to inure to its benefit.

Successor. The Administrative Any Agent may, subject (may resign as such at any time no Event of Default or Potential Default has occurred and is continuing) to the Borrower's prior written consent that may not be unreasonably withheld, assign all of its Rights and obligations as the Administrative Agent under the Credit Documents to any of its Affiliates, which Affiliate shall then be the successor Administrative Agent under the Credit Documents. The Administrative Agent may also, upon at least 30 days' ’ prior notice to Micro and all the Borrower, voluntarily resignLenders. If the initial or an Agent shall at any successor Administrative Agent ever ceases to be a party to this Agreement or if the initial or any successor Administrative Agent ever resignstime resign, then the Required Lenders shall (whichLenders, if no Event of Default or Potential Default has occurred and is continuingafter consultations with Micro, is subject to the Borrower's approval that may not be unreasonably withheld) appoint the successor Administrative Agent from among the Lenders (other than the resigning Administrative Agent). If the Required Lenders fail to appoint another Lender as a successor Administrative Agent or Syndication Agent, as the case may be, whereupon such Lender shall become the Administrative Agent or a Syndication Agent hereunder, as the case may be. If no successor Administrative Agent or Syndication Agent shall have been so appointed by the Required Lenders, and shall have accepted such appointment, within 30 days after the resigning retiring Administrative Agent has given Agent’s or Syndication Agent’s giving notice of resignation, then the resigning retiring Administrative Agent or Syndication Agent may, on behalf of the Lenders, upon 30 days prior notice to the Borrowerafter consultations with Micro, appoint a successor Administrative Agent or Syndication Agent, subject (at any time no Event of Default or Potential Default has occurred and is continuing) to as the Borrower's prior written consent that case may not be unreasonably withheldbe, which must shall be one of the Lenders or a commercial bank having banking institution that is organized under the laws of the United States or any State thereof (or a branch or agency of either) and that has a combined capital and surplus of at least $1,000,000,000 (as shown on its most recently published statement of condition)500,000,000. Upon its acceptance of any appointment as successor Administrative AgentAgent or Syndication Agent hereunder, as the case may be, by a successor Administrative Agent or Syndication Agent, as the case may be, such successor Administrative Agent or Syndication Agent shall be entitled to receive from the retiring Administrative Agent or Syndication Agent such documents of transfer and assignment as such successor Administrative Agent or Syndication Agent, as the case may be, may reasonably request, and shall thereupon succeed to and become vested with all rights, powers, privileges and duties of the Rights of retiring Administrative Agent or Syndication Agent, as the prior Administrative Agentcase may be, and the prior retiring Administrative Agent or Syndication Agent shall be discharged from its duties and obligations as Administrative Agent under the Credit Documents, and each Lender shall execute the documents that any Lender, the resigning Administrative Agent or the successor Administrative Agent reasonably requests to reflect the changethis Agreement. After any retiring Administrative Agent's ’s or Syndication Agent’s resignation hereunder as the Administrative Agent under or a Syndication Agent, as the Credit Documentscase may be, the provisions of of: (a) this section Article X shall inure to its benefit as to any actions taken or not omitted to be taken by it while it was the Administrative Agent or a Syndication Agent under the Credit Documentsthis Agreement; and (b) Sections 11.3 and 11.4 shall continue to inure to its benefit.

Successor. The Administrative Agent may, subject (at any time no Event of Default or Potential Default has occurred and is continuing) to the Borrower's prior written consent that may not be unreasonably withheld, assign all of its Rights and obligations as the Administrative Agent under the Credit Documents to any of its Affiliates, which Affiliate shall then be the successor Administrative Agent under the Credit Documents. The Administrative Agent may also, resign as such at any time upon at least 30 days' ’ prior notice to the Borrower, voluntarily resignBorrower and all Lenders. If the initial or any successor Administrative Agent ever ceases to be a party to this Agreement or if the initial or at any successor Administrative Agent ever resignstime shall resign, then the Required Lenders shall may, with the consent of the Borrower (which, if no Event of Default or Potential Default has occurred and is continuing, is subject not to the Borrower's approval that may not be unreasonably withheldwithheld or delayed) so long as no Default then exists, appoint the successor Administrative Agent from among the Lenders (other than the resigning Administrative Agent). If the Required Lenders fail to appoint another Lender as a successor Administrative Agent which shall thereupon become the Administrative Agent hereunder. If no successor Administrative Agent shall have been so appointed, and shall have accepted such appointment, within 30 days after the resigning retiring Administrative Agent has given Agent’s giving notice of resignation, then the resigning retiring Administrative Agent may, on behalf of the Lenders, upon 30 days prior notice to the Borrower, appoint a successor Administrative Agent, subject (at any time no Event which shall be one of Default the Lenders or Potential Default has occurred and is continuing) to the Borrower's prior written consent that may not be unreasonably withheld, which must be a commercial bank banking institution organized under the laws of the United States (or any State thereof) or a United States branch or agency of a commercial banking institution, and having a combined capital and surplus of at least $1,000,000,000 (250,000,000; provided that if such retiring Administrative Agent is unable to find a commercial banking institution which is willing to accept such appointment and which meets the qualifications set forth above, the retiring Administrative Agent’s resignation shall nevertheless thereupon become effective and the Lenders shall assume and perform all of the duties of the Administrative Agent hereunder until such time, if any, as shown on its most recently published statement of condition)the Required Lenders appoint a successor as provided for above. Upon its the acceptance of any appointment as Administrative Agent hereunder by a successor Administrative Agent, the such successor Administrative Agent shall be entitled to receive from the retiring Administrative Agent such documents of transfer and assignment as such successor Administrative Agent may reasonably request, and shall thereupon succeed to and become vested with all rights, powers, privileges and duties of the Rights of the prior retiring Administrative Agent, and the prior retiring Administrative Agent shall be discharged from its duties and obligations as Administrative Agent under the Credit Loan Documents, and each Lender shall execute the documents that any Lender, the resigning Administrative Agent or the successor Administrative Agent reasonably requests to reflect the change. After any retiring Administrative Agent's ’s resignation hereunder as the Administrative Agent under the Credit DocumentsAgent, the provisions of this section Article shall inure to its benefit as to any actions taken or not omitted to be taken by it while it was the Administrative Agent under the Credit Loan Documents, and Sections 10.3 and 10.4 shall continue to inure to its benefit.

Successor. The Administrative Facility Agent may, subject (may resign as such at any time no Event of Default or Potential Default has occurred and is continuing) to the Borrower's prior written consent that may not be unreasonably withheld, assign all of its Rights and obligations as the Administrative Agent under the Credit Documents to any of its Affiliates, which Affiliate shall then be the successor Administrative Agent under the Credit Documents. The Administrative Agent may also, upon at least 30 days' ’ prior notice to the BorrowerBorrower and all Lenders, voluntarily resignprovided that any such resignation shall not become effective until a successor Facility Agent has been appointed as provided in this Section 10.5 and such successor Facility Agent has accepted such appointment. If the initial or Facility Agent at any successor Administrative Agent ever ceases to be a party to this Agreement or if the initial or any successor Administrative Agent ever resignstime shall resign, then the Required Lenders shall (whichshall, if no Event of Default or Potential Default has occurred and is continuing, is subject to the Borrower's approval that may immediately preceding proviso and subject to the consent of the Borrower (such consent not to be unreasonably withheld), appoint another Lender as a successor to the Facility Agent which shall thereupon become such Facility Agent’s successor hereunder (provided that the Required Lenders shall, subject to the consent of the Borrower unless an Event or Default or a Prepayment Event shall have occurred and be continuing (such consent not to be unreasonably withheld or delayed) appoint offer to each of the other Lenders in turn, in the order of their respective Percentages of the Loan, the right to become successor Administrative Agent from among the Lenders (other than the resigning Administrative Facility Agent). If no successor Facility Agent shall have been so appointed by the Required Lenders fail to appoint a successor Administrative Agent Lenders, and shall have accepted such appointment, within 30 days after the resigning Administrative Agent has given Facility Agent’s giving notice of resignation, then the resigning Administrative Facility Agent may, on behalf of the Lenders, upon 30 days prior notice to the Borrower, appoint a successor Administrative Facility Agent, subject (at any time no Event which shall be one of Default the Lenders or Potential Default has occurred and is continuing) to the Borrower's prior written consent that may not be unreasonably withheld, which must be a commercial bank banking institution having a combined capital and surplus of at least $1,000,000,000 (as shown on its most recently published statement or the equivalent in other currencies), subject, in each case, to the consent of conditionthe Borrower (such consent not to be unreasonably withheld). Upon its the acceptance of any appointment as Facility Agent hereunder by a successor Administrative Facility Agent, the such successor Administrative Facility Agent shall be entitled to receive from the resigning Facility Agent such documents of transfer and assignment as such successor Facility Agent may reasonably request, and shall thereupon succeed to and become vested with all rights, powers, privileges and duties of the Rights of the prior Administrative resigning Facility Agent, and the prior Administrative resigning Facility Agent shall be discharged from its duties and obligations as Administrative Agent under the Credit Documents, and each Lender shall execute the documents that any Lender, the resigning Administrative Agent or the successor Administrative Agent reasonably requests to reflect the changethis Agreement. After any Administrative resigning Facility Agent's ’s resignation hereunder as the Administrative Agent under the Credit DocumentsFacility Agent, the provisions of of: (a) this section Article X shall inure to its benefit as to any actions taken or not omitted to be taken by it while it was the Administrative Facility Agent under this Agreement; and (b) Section 11.3 and Section 11.4 shall continue to inure to its benefit. If a Lender acting as the Credit DocumentsFacility Agent assigns its Loan to one of its Affiliates, such Facility Agent may, subject to the consent of the Borrower (such consent not to be unreasonably withheld or delayed) assign its rights and obligations as Facility Agent to such Affiliate.

Successor. The Administrative Any Agent may, subject (may resign as such at any time no Event of Default or Potential Default has occurred and is continuing) to the Borrower's prior written consent that may not be unreasonably withheld, assign all of its Rights and obligations as the Administrative Agent under the Credit Documents to any of its Affiliates, which Affiliate shall then be the successor Administrative Agent under the Credit Documents. The Administrative Agent may also, upon at least 30 days' ’ prior notice to the Borrower, voluntarily resignBorrower and all Lenders. If the initial or any successor Administrative Agent ever ceases to be a party to this Agreement or if the initial or at any successor Administrative Agent ever resignstime shall resign, then the Required Lenders shall may appoint (whichsubject to, if so long as no Event of Default or Potential Default has occurred and is continuing, is subject the reasonable consent of the Borrower not to the Borrower's approval that may not be unreasonably withheldwithheld or delayed) appoint another Lender as such Person’s successor Agent which shall thereupon become the successor Administrative applicable Agent from among the Lenders (other than the resigning Administrative Agent)hereunder. If no successor Agent shall have been so appointed by the Required Lenders fail (and consented to appoint a successor Administrative Agent by the Borrower) and shall have accepted such appointment within 30 days after the resigning Administrative Agent has given retiring such Agent’s giving notice of resignation, then the resigning Administrative retiring Agent may, on behalf of the Lenders, upon 30 days prior notice to the Borrower, appoint a successor Administrative Agent, subject (at any time no Event which shall be one of Default the Lenders or Potential Default has occurred and is continuing) to the Borrower's prior written consent that may not be unreasonably withheld, which must be a commercial bank banking institution organized under the laws of the United States (or any State thereof) or a United States branch or agency of a commercial banking institution, and having a combined capital and surplus of at least $1,000,000,000 (250,000,000; provided that, if, such retiring Agent is unable to find a commercial banking institution which is willing to accept such appointment and which meets the qualifications set forth in above, the retiring Agent’s resignation shall nevertheless thereupon become effective and the Lenders shall assume and perform all of the duties of such Agent hereunder until such time, if any, as shown on its most recently published statement of condition)the Required Lenders appoint a successor as provided for above. Upon its the acceptance of any appointment as an Agent hereunder by any successor Administrative Agent, the such successor Administrative Agent shall be entitled to receive from the retiring Agent such documents of transfer and assignment as such successor Agent may reasonably request, and shall thereupon succeed to and become vested with all rights, powers, privileges and duties of the Rights of the prior Administrative retiring Agent, and the prior Administrative retiring Agent shall be discharged from its duties and obligations as Administrative Agent under the Credit Loan Documents, and each Lender shall execute the documents that any Lender, the resigning Administrative Agent or the successor Administrative Agent reasonably requests to reflect the change. After any Administrative retiring Agent's ’s resignation hereunder as the Administrative Agent under the Credit Documentsan Agent, the provisions of this section Article shall inure to its benefit as to any actions taken or not omitted to be taken by it while it was the Administrative an Agent under the Credit Loan Documents, and Section 10.3 and Section 10.4 shall continue to inure to its benefit.

Successor. The Administrative Agent may, subject (at any time no Event of Default or Potential Default has occurred and is continuing) to the Borrower's prior written consent that may not be unreasonably withheld, assign all of its Rights and obligations as the Administrative Agent under the Credit Documents to any of its Affiliates, which Affiliate shall then be the successor Administrative Agent under the Credit Documents. The Administrative Agent may also, resign as such at any time upon at least 30 days' ’ prior notice to the BorrowerBorrower and all Lenders, voluntarily resignprovided that any such resignation shall not become effective until a successor Administrative Agent has been appointed as provided in this Section 10.5 and such successor Administrative Agent has accepted such appointment. If the initial or any successor Administrative Agent ever ceases to be a party to this Agreement or if the initial or at any successor Administrative Agent ever resignstime shall resign, then the Required Lenders shall (whichshall, if no Event of Default or Potential Default has occurred and is continuing, is subject to the Borrower's approval that may immediately preceding proviso and subject to the consent of the Borrower (such consent not to be unreasonably withheld) ), appoint another Lender as a successor to the successor Administrative Agent from among which shall thereupon become such Administrative Agent’s successor hereunder (provided that the Required Lenders shall, subject to the consent of the Borrower unless an Event or Default or a Prepayment Event shall have occurred and be continuing (such consent not to be unreasonably withheld or delayed) offer to each of the other than Lenders in turn, in the resigning order of their respective Percentages of the Loan, the right to become successor Administrative Agent). If the Required Lenders fail to appoint a no successor Administrative Agent shall have been so appointed by the Required Lenders, and shall have accepted such appointment, within 30 days after the resigning Administrative Agent has given Agent’s giving notice of resignation, then the resigning Administrative Agent may, on behalf of the Lenders, upon 30 days prior notice to the Borrower, appoint a successor Administrative Agent, subject (at any time no Event which shall be one of Default the Lenders or Potential Default has occurred and is continuing) to the Borrower's prior written consent that may not be unreasonably withheld, which must be a commercial bank banking institution having a combined capital and surplus of at least $1,000,000,000 (as shown on its most recently published statement or the equivalent in other currencies), subject, in each case, to the consent of conditionthe Borrower (such consent not to be unreasonably withheld). Upon its the acceptance of any appointment as Administrative Agent hereunder by a successor Administrative Agent, the such successor Administrative Agent shall be entitled to receive from the resigning Administrative Agent such documents of transfer and assignment as such successor Administrative Agent may reasonably request, and shall thereupon succeed to and become vested with all rights, powers, privileges and duties of the Rights of the prior resigning Administrative Agent, and the prior resigning Administrative Agent shall be discharged from its duties and obligations as Administrative Agent under the Credit Documents, and each Lender shall execute the documents that any Lender, the resigning Administrative Agent or the successor Administrative Agent reasonably requests to reflect the changethis Agreement. After any resigning Administrative Agent's ’s resignation hereunder as the Administrative Agent under the Credit DocumentsAgent, the provisions of of: (a) this section Article X shall inure to its benefit as to any actions taken or not omitted to be taken by it while it was the Administrative Agent under this Agreement; and (b) Section 11.3 and Section 11.4 shall continue to inure to its benefit. If a Lender acting as the Credit DocumentsAdministrative Agent assigns its Loan to one of its Affiliates, such Administrative Agent may, subject to the consent of the Borrower (such consent not to be unreasonably withheld or delayed) assign its rights and obligations as Administrative Agent to such Affiliate.

Successor. The Administrative Agent may, subject (Any of the Agents may resign as such at any time upon at least 30 days’ prior notice to the other Agents, the Borrowers and all Lenders. If an Agent at any time shall resign, the Required Lenders may, with the consent of the Company, so long as no Event of Default or Potential Default has occurred and is continuing) exists (such consent not to the Borrower's prior written consent that may not be unreasonably withheldwithheld or delayed), assign all of its Rights and obligations appoint another Lender as a successor Agent which shall thereupon become the Administrative applicable Agent under the Credit Documents to any of its Affiliates, which Affiliate shall then be the successor Administrative Agent under the Credit Documents. The Administrative Agent may also, upon 30 days' prior notice to the Borrower, voluntarily resignhereunder. If the initial or any no successor Administrative Agent ever ceases to be a party to this Agreement or if the initial or any successor Administrative Agent ever resigns, then shall have been so appointed by the Required Lenders Lenders, and shall (whichhave accepted such appointment, if no Event of Default or Potential Default has occurred and is continuing, is subject to the Borrower's approval that may not be unreasonably withheld) appoint the successor Administrative Agent from among the Lenders (other than the resigning Administrative Agent). If the Required Lenders fail to appoint a successor Administrative Agent within 30 days after the resigning Administrative Agent has given retiring Agent’s giving notice of resignation, then the resigning Administrative such retiring Agent may, on behalf of the Lenders, upon 30 days prior notice to with the Borrowerconsent of the Company (so long as no Event of Default exists), appoint a successor Administrative Agent, subject (at any time no Event which shall be one of Default the Lenders or Potential Default has occurred and is continuing) to the Borrower's prior written consent that may not be unreasonably withheld, which must be a commercial bank banking institution organized under the laws of the United States (or any State thereof) or a United States branch or agency of a commercial banking institution, and having a combined capital and surplus of at least $1,000,000,000 (500,000,000; provided, that if such retiring Agent is unable to find a commercial banking institution which is willing to accept such appointment and which meets the qualifications set forth in above, the retiring Agent’s resignation shall nevertheless thereupon become effective and the Lenders shall assume and perform all of the duties of the Agent hereunder until such time, if any, as shown on its most recently published statement of condition)the Required Lenders appoint a successor as provided for above. Upon its the acceptance of any appointment as an Agent hereunder by a successor Administrative Agent, the such successor Administrative Agent shall be entitled to receive from the retiring Agent such documents of transfer and assignment as such successor Agent may reasonably request, and shall thereupon succeed to and become vested with all rights, powers, privileges and duties of the Rights of the prior Administrative retiring Agent, and the prior Administrative retiring Agent shall be discharged from its duties and obligations as Administrative Agent under the Credit Loan Documents, and each Lender shall execute the documents that any Lender, the resigning Administrative Agent or the successor Administrative Agent reasonably requests to reflect the change. After any Administrative retiring Agent's ’s resignation hereunder as the Administrative Agent under the Credit Documentsan Agent, the provisions of this section Article shall inure to its benefit as to any actions taken or not omitted to be taken by it while it was the Administrative an Agent under the Credit Loan Documents, and Section 10.3 and Section 10.4 shall continue to inure to its benefit.

Successor. The Administrative Syndication Agent may, subject (at any time no Event of Default or Potential Default has occurred and is continuing) may resign as such upon one Business Day's notice to the Borrower's prior written consent that may not be unreasonably withheld, assign all of its Rights Borrower and obligations as the Administrative Agent under the Credit Documents to any of its Affiliates, which Affiliate shall then be the successor Administrative Agent under the Credit DocumentsAgent. The Administrative Agent may also, resign as such at any time upon at least 30 days' prior notice to the BorrowerBorrower and all Lenders. The Administrative Agent may be removed at any time with or without cause by written notice received by the Administrative Agent from the Required Lenders, voluntarily resignsuch removal to be effective on the date specified in such notice. If the initial or any successor Administrative Agent ever ceases to at any time shall resign or be a party to this Agreement or if the initial or any successor Administrative Agent ever resignsremoved, then the Required Lenders may, with the prior consent of the Borrower (which consent shall (which, if no Event of Default or Potential Default has occurred and is continuing, is subject to the Borrower's approval that may not be unreasonably withheldwithheld or delayed) appoint the successor Administrative Agent from among the Lenders (other than the resigning Administrative Agent). If the Required Lenders fail to appoint another Lender as a successor Administrative Agent which shall thereupon become the Administrative Agent hereunder. If no successor Administrative Agent shall have been so appointed by the Required Lenders, and shall have accepted such appointment, within 30 days after the resigning retiring Administrative Agent has given Agent's giving notice of resignationresignation or receiving notice of removal, then the resigning retiring Administrative Agent may, on behalf of the Lenders, upon 30 days prior notice to the Borrower, appoint a successor Administrative Agent, subject (at any time no Event which shall be one of Default the Lenders or Potential Default has occurred and is continuing) to the Borrower's prior written consent that may not be unreasonably withheld, which must be a commercial bank banking institution organized under the laws of the U.S. (or any State thereof) or a U.S. branch or agency of a commercial banking institution, and having a combined capital and surplus of at least $1,000,000,000 (as shown on its most recently published statement of condition)500,000,000. Upon its the acceptance of any appointment as Administrative Agent hereunder by a successor Administrative Agent, the such successor Administrative Agent shall be entitled to receive from the retiring Administrative Agent such documents of transfer and assignment as such successor Administrative Agent may reasonably request, and shall thereupon succeed to and become vested with all rights, powers, privileges and duties of the Rights of the prior retiring Administrative Agent, and the prior retiring Administrative Agent shall be discharged from its duties and obligations as Administrative Agent under the Credit Documents, and each Lender shall execute the documents that any Lender, the resigning Administrative Agent or the successor Administrative Agent reasonably requests to reflect the changethis Agreement. After any retiring Administrative Agent's resignation or removal hereunder as the Administrative Agent under the Credit DocumentsAgent, the provisions of (i) this section Article IX shall inure to its benefit as to any actions taken or not omitted to be taken by it while it was the Administrative Agent under this Agreement, and (ii) Section 10.3 and Section 10.4 shall continue to inure to its benefit. Notwithstanding anything else to the Credit Documentscontrary in this Section 9.4, the Administrative Agent may at any time, without the consent of the Borrower or any Lender, appoint an Affiliate which is a commercial banking institution as a successor Administrative Agent.

Successor. The Administrative Agent may, subject (Any of the Agents may resign as such at any time no upon at least 30 days’ prior notice to the Borrower and all Lenders. If the Administrative Agent at any time shall resign, the Required Lenders may, with the consent of the Borrower, appoint another Lender as the successor Administrative Agent which shall thereupon become the Administrative Agent hereunder; provided that the consent of the Borrower shall not be required if an Event of Default or Potential Default has occurred and is continuing) to the Borrower's prior written consent that may not be unreasonably withheld, assign all of its Rights and obligations as the Administrative Agent under the Credit Documents to any of its Affiliates, which Affiliate shall then be the . If no successor Administrative Agent under the Credit Documents. The Administrative Agent may also, upon 30 days' prior notice to the Borrower, voluntarily resign. If the initial or any successor Administrative Agent ever ceases to be a party to this Agreement or if the initial or any successor Administrative Agent ever resigns, then shall have been so appointed by the Required Lenders Lenders, and shall (whichhave accepted such appointment, if no Event of Default or Potential Default has occurred and is continuing, is subject to the Borrower's approval that may not be unreasonably withheld) appoint the successor Administrative Agent from among the Lenders (other than the resigning Administrative Agent). If the Required Lenders fail to appoint a successor Administrative Agent within 30 days after the resigning retiring Administrative Agent has given Agent’s giving notice of resignation, then the resigning retiring Administrative Agent may, on behalf of the Lenders, upon 30 days prior notice to Lenders and the BorrowerIssuing Banks, appoint a successor Administrative Agent, subject (at any time no Event which shall be one of Default or Potential Default has occurred the Lenders and is continuing) to the Borrower's prior written consent that may not be unreasonably withheld, which must be a commercial bank banking institution organized under the laws of the U.S. (or any State thereof) or a U.S. branch or agency of a commercial banking institution, in each case having an office or place of business in the State of New York and having a combined capital and surplus of at least $1,000,000,000 (as shown on its most recently published statement of condition)500,000,000. Upon its the acceptance of any appointment as the Administrative Agent hereunder by a successor Administrative Agent, the such successor Administrative Agent shall be entitled to receive from the retiring Administrative Agent such documents of transfer and assignment as such successor Administrative Agent may reasonably request, and shall thereupon succeed to and become vested with all rights, powers, privileges and duties of the Rights of the prior retiring Administrative Agent, and the prior retiring Administrative Agent shall be discharged from its duties and obligations as Administrative Agent under the Credit Documents, and each Lender shall execute the documents that any Lender, the resigning Administrative Agent or the successor Administrative Agent reasonably requests to reflect the changethis Agreement. After any a retiring Administrative Agent's ’s resignation hereunder as the an Administrative Agent under the Credit DocumentsAgent, the provisions of this section Article IX shall inure to its benefit as to any actions taken or not omitted to be taken by it while it was the Administrative Agent under this Agreement, and Section 10.4 (and, with respect to the Credit DocumentsAdministrative Agent, Section 10.3) shall continue to inure to its benefit.

Successor. The Administrative Agent may, subject (may resign as such at any time no Event of Default or Potential Default has occurred and is continuing) to the Borrower's prior written consent that may not be unreasonably withheld, assign all of its Rights and obligations as the Administrative Agent under the Credit Documents to any of its Affiliates, which Affiliate shall then be the successor Administrative Agent under the Credit Documents. The Administrative Agent may also, upon at least 30 days' ’ prior notice to the Borrower, voluntarily resignBorrower Representative and the Lenders. If the initial or Agent at any successor Administrative Agent ever ceases to be a party to this Agreement or if the initial or any successor Administrative Agent ever resignstime shall resign, then the Required Lenders shall may appoint another Lender as a successor Agent (whichwith, if so long as no Default or Event of Default or Potential Default has occurred and is continuing, is subject the consent of the Borrower Representative (each such consent not to the Borrower's approval that may not be unreasonably withheld) appoint withheld or delayed (and the successor Administrative Borrower Representative shall be deemed to have consented if it fails to object to any assignment within five Business Days after it received written notice thereof)), provided that the resignation of the Agent from among is not contingent upon such consent), which Lender, upon such appointment (and all applicable consents), thereupon shall become the Lenders (other than the resigning Administrative Agent)Agent hereunder. If no successor Agent shall have been so appointed by the Required Lenders fail to appoint a successor Administrative Agent Lenders, and shall have accepted such appointment, within 30 days after the resigning Administrative Agent has given retiring Agent’s giving notice of resignation, then the resigning Administrative retiring Agent may, on behalf of the Lenders, upon 30 days prior notice to the Borrower, appoint a successor Administrative Agent, subject (at any time no Event which shall be one of Default the Lenders or Potential Default has occurred and is continuing) to the Borrower's prior written consent that may not be unreasonably withheld, which must be a commercial bank banking institution organized under the laws of the United States (or any State thereof) or a United States branch or agency of a commercial banking institution, and having a combined capital and surplus of at least $1,000,000,000 (250,000,000; provided, however, that if such retiring Agent is unable to find a commercial banking institution which is willing to accept such appointment and which meets the qualifications set forth above, the retiring Agent’s resignation shall nevertheless thereupon become effective and the Lenders shall assume and perform all of the duties of the Agent hereunder until such time, if any, as shown on its most recently published statement of condition)the Required Lenders appoint a successor as provided for above. Upon its the acceptance of any appointment as Agent hereunder by a successor Administrative Agent, the such successor Administrative Agent shall be entitled to receive from the retiring Agent such documents of transfer and assignment as such successor Agent may reasonably request, and shall thereupon succeed to and become vested with all rights, powers, privileges and duties of the Rights of the prior Administrative retiring Agent, and the prior Administrative retiring Agent shall be discharged from its duties and obligations as Administrative Agent under the Credit Documents, and each Lender shall execute the documents that any Lender, the resigning Administrative Agent or the successor Administrative Agent reasonably requests to reflect the change. After any Administrative retiring Agent's ’s resignation hereunder as the Administrative Agent under the Credit DocumentsAgent, the provisions of this section Article XII shall inure to its benefit as to any actions taken or not omitted to be taken by it while it was the Administrative Agent under the Credit Documents, and Section 13.3 and Section 13.4 shall continue to inure to its benefit.

Successor. The Administrative Syndication Agent may, subject (at any time no Event of Default or Potential Default has occurred and is continuing) may resign as such upon one Business Day's notice to the Borrower's prior written consent that may not be unreasonably withheld, assign all of its Rights Borrower and obligations as the Administrative Agent under the Credit Documents to any of its Affiliates, which Affiliate shall then be the successor Administrative Agent under the Credit DocumentsAgent. The Administrative Agent may also, resign as such at any time upon at least 30 days' prior notice to the Borrower, voluntarily resignBorrower and all Lenders. If the initial or any successor Administrative Agent ever ceases to be a party to this Agreement or if the initial or at any successor Administrative Agent ever resignstime shall resign, then the Required Lenders may, with the prior consent of the Borrower (which consent shall (which, if no Event of Default or Potential Default has occurred and is continuing, is subject to the Borrower's approval that may not be unreasonably withheld) ), appoint the successor Administrative Agent from among the Lenders (other than the resigning Administrative Agent). If the Required Lenders fail to appoint another Lender as a successor Administrative Agent which shall thereupon become the Administrative Agent hereunder. If no successor Administrative Agent shall have been so appointed by the Required Lenders, and shall have accepted such appointment, within 30 days after the resigning retiring Administrative Agent has given Agent's giving notice of resignation, then the resigning retiring Administrative Agent may, on behalf of the Lenders, upon 30 days prior notice to the Borrower, appoint a successor Administrative Agent, subject (at any time no Event which shall be one of Default the Lenders or Potential Default has occurred and is continuing) to the Borrower's prior written consent that may not be unreasonably withheld, which must be a commercial bank banking institution organized under the laws of the U.S. (or any State thereof) or a U.S. branch or agency of a commercial banking institution, and having a combined capital and surplus of at least $1,000,000,000 (as shown on its most recently published statement of condition)500,000,000. Upon its the acceptance of any appointment as Administrative Agent hereunder by a successor Administrative Agent, the such successor Administrative Agent shall be entitled to receive from the retiring Administrative Agent such documents of transfer and assignment as such successor Administrative Agent may reasonably request, and shall thereupon succeed to and become vested with all rights, powers, privileges and duties of the Rights of the prior retiring Administrative Agent, and the prior retiring Administrative Agent shall be discharged from its duties and obligations as Administrative Agent under the Credit Documents, and each Lender shall execute the documents that any Lender, the resigning Administrative Agent or the successor Administrative Agent reasonably requests to reflect the changethis Agreement. After any retiring Administrative Agent's resignation hereunder as the Administrative Agent under the Credit DocumentsAgent, the provisions of of (a) this section Article IX shall inure to its benefit as to any actions taken or not omitted to be taken by it while it was the Administrative Agent under the Credit Documentsthis Agreement; and (b) Section 10.3 and Section 10.4 shall continue to inure to its benefit.

Successor. The Syndication Agent may resign as such upon 10 Business Day's notice to the Borrowers and the Administrative Agents. It is agreed that to the extent the Syndication Agent has resigned, all provisions of any Loan Document requiring the consent of the Syndication Agent or the Agents shall be deemed to require the consent of the Administrative Agents. Any Administrative Agent may, subject (may resign as such at any time no Event of Default or Potential Default has occurred and is continuing) to the Borrower's prior written consent that may not be unreasonably withheld, assign all of its Rights and obligations as the Administrative Agent under the Credit Documents to any of its Affiliates, which Affiliate shall then be the successor Administrative Agent under the Credit Documents. The Administrative Agent may also, upon at least 30 days' prior notice to the Borrower, voluntarily resignBorrowers and all Lenders. If the initial or any successor Administrative Agent ever ceases to be a party to this Agreement or if the initial or at any successor Administrative Agent ever resignstime shall resign, then the Required Lenders shall (which, if no Event of Default or Potential Default has occurred and is continuing, is subject to the Borrower's approval that may not be unreasonably withheld) appoint the successor Administrative Agent from among the Lenders (other than the resigning Administrative Agent). If the Required Lenders fail to appoint another Lender as a successor Administrative Agent which shall thereupon replace the resigning Administrative Agent hereunder. If no successor Administrative Agent shall have been so appointed by the Required Lenders, and shall have accepted such appointment, within 30 days after the resigning retiring Administrative Agent has given Agent's giving notice of resignation, then the resigning retiring Administrative Agent may, on behalf of the Lenders, upon 30 days prior notice to the Borrower, appoint a successor Administrative Agent, subject (at any time no Event shall be one of Default the Lenders or Potential Default has occurred and is continuing) to the Borrower's prior written consent that may not be unreasonably withheld, which must be a commercial bank banking institution organized under the laws of (in the case of the U.S Facility) the U.S. (or any State thereof) or a U.S. branch or agency of a commercial banking institution, and (in the case of the Canadian Facility) listed on Schedule I, II or III of the Bank Act (Canada) and (in each case) having a combined capital and surplus of at least $1,000,000,000 (250,000,000 to act as shown on its most recently published statement the U.S. Administrative Agent or the Canadian Administrative Agent, as the case may be, until such time, if any, as the Required Lenders appoint a successor Administrative Agent as provided above; provided that if, such retiring Administrative Agent is unable to find a Lender or commercial banking institution which is willing to accept such appointment and which meets the qualifications set forth above, the retiring Administrative Agent's resignation shall nevertheless thereupon become effective and the Lenders shall assume and perform all of condition)the duties of such Administrative Agent hereunder until such time, if any, as the Required Lenders appoint a successor as provided for above. The appointment of any successor Administrative Agent shall require the consent of the Canadian Borrower in the case of the Canadian Administrative Agent and the U.S. Borrower in the case of the U.S. Administrative Agent, which consent shall not be unreasonably withheld or delayed and which consent shall not be required if a Default has occurred and is then continuing. Upon its the acceptance of any appointment as an Administrative Agent hereunder by a successor Administrative Agent, the such successor Administrative Agent shall be entitled to receive from the retiring Administrative Agent such documents of transfer and assignment as such successor Administrative Agent may reasonably request, and shall thereupon succeed to and become vested with all rights, powers, privileges and duties of the Rights of the prior retiring Administrative Agent, and the prior retiring Administrative Agent shall be discharged from its duties and obligations as Administrative Agent under the Credit Loan Documents, and each Lender shall execute the documents that any Lender, the resigning Administrative Agent or the successor Administrative Agent reasonably requests to reflect the change. After any retiring Administrative Agent's resignation hereunder as the an Administrative Agent under the Credit DocumentsAgent, the provisions of this section Article shall inure to its benefit as to any actions taken or not omitted to be taken by it while it was the an Administrative Agent under the Credit Loan Documents, and Sections 12.3 and 12.4 shall continue to inure to its benefit.

Successor. The Administrative Agent may, subject (Any of the Agents may resign as such at any time no Event of Default or Potential Default has occurred and is continuing) to the Borrower's prior written consent that may not be unreasonably withheld, assign all of its Rights and obligations as the Administrative Agent under the Credit Documents to any of its Affiliates, which Affiliate shall then be the successor Administrative Agent under the Credit Documents. The Administrative Agent may also, upon at least 30 days' ’ prior notice to the Borrowerother Agents, voluntarily resignthe Borrowers and all Lenders. If the initial or an Agent at any successor Administrative Agent ever ceases to be a party to this Agreement or if the initial or any successor Administrative Agent ever resignstime shall resign, then the Required Lenders may appoint another Lender as a successor Agent which shall (which, if no Event of Default or Potential Default has occurred and is continuing, is subject to thereupon become the Borrower's approval that may not be unreasonably withheld) appoint the successor Administrative applicable Agent from among the Lenders (other than the resigning Administrative Agent)hereunder. If no successor Agent shall have been so appointed by the Required Lenders fail to appoint a successor Administrative Agent Lenders, and shall have accepted such appointment, within 30 days after the resigning Administrative Agent has given retiring Agent’s giving notice of resignation, then the resigning Administrative such retiring Agent may, on behalf of the Lenders, upon 30 days prior notice to the Borrower, appoint a successor Administrative Agent, subject (at any time no Event which shall be one of Default the Lenders or Potential Default has occurred and is continuing) to the Borrower's prior written consent that may not be unreasonably withheld, which must be a commercial bank banking institution organized under the laws of the United States (or any State thereof) or a United States branch or agency of a commercial banking institution, and having a combined capital and surplus of at least $1,000,000,000 (250,000,000; provided that if such retiring Agent is unable to find a commercial banking institution which is willing to accept such appointment and which meets the qualifications set forth in above, the retiring Agent’s resignation shall nevertheless thereupon become effective and the Lenders shall assume and perform all of the duties of the Agent hereunder until such time, if any, as shown on its most recently published statement of condition)the Required Lenders appoint a successor as provided for above. Upon its the acceptance of any appointment as an Agent hereunder by a successor Administrative Agent, the such successor Administrative Agent shall be entitled to receive from the retiring Agent such documents of transfer and assignment as such successor Agent may reasonably request, and shall thereupon succeed to and become vested with all rights, powers, privileges and duties of the Rights of the prior Administrative retiring Agent, and the prior retiring Administrative Agent shall be discharged from its duties and obligations as Administrative Agent under the Credit Loan Documents, and each Lender shall execute the documents that any Lender, the resigning Administrative Agent or the successor Administrative Agent reasonably requests to reflect the change. After any Administrative retiring Agent's ’s resignation hereunder as the Administrative Agent under the Credit Documentsan Agent, the provisions of this section Article shall inure to its benefit as to any actions taken or not omitted to be taken by it while it was the Administrative an Agent under the Credit Loan Documents, and Section 10.3 and Section 10.4 shall continue to inure to its benefit.

Successor. The Administrative Agent may, subject (may resign as such at any time no Event of Default or Potential Default has occurred and is continuing) upon at least 30 days’ prior notice to the Borrower's prior written consent that may not be unreasonably withheld, assign Borrowers and all of its Rights and obligations as the Administrative Agent under the Credit Documents to any of its Affiliates, which Affiliate shall then be the successor Administrative Agent under the Credit DocumentsLenders. The Administrative Agent may also, be removed at any time upon 30 days' prior notice to the Borrower, voluntarily resignaffirmative vote of the Required Lenders. If the initial or any successor Administrative Agent ever ceases to at any time shall resign or be a party to this Agreement or if the initial or any successor Administrative Agent ever resignsremoved, then the Required Lenders shall (which, if no Event of Default or Potential Default has occurred and is continuing, is subject to the Borrower's approval that may not be unreasonably withheld) appoint the successor Administrative Agent from among the Lenders (other than the resigning Administrative Agent). If the Required Lenders fail to appoint another Lender as a successor Administrative Agent which shall thereupon become the Administrative Agent hereunder. In the case of the Administrative Agent’s resignation, if no successor Administrative Agent shall have been so appointed by the Required Lenders, and shall have accepted such appointment, within 30 days after the resigning retiring Administrative Agent has given Agent’s giving notice of resignation, then the resigning retiring Administrative Agent’s resignation shall nevertheless thereupon become effective and the Lenders shall assume and perform all of the duties of the Administrative Agent mayhereunder until such time, on behalf of if any, as the Lenders, upon 30 days prior notice to the Borrower, Required Lenders appoint a successor as provided for above. Upon the acceptance of any appointment as Administrative Agent hereunder by a successor Administrative Agent and the payment of the reasonable fees and expenses (including attorney’s fees and expenses) of the resigning or removed Administrative Agent), subject (at any time no Event of Default or Potential Default has occurred and is continuing) to the Borrower's prior written consent that may not be unreasonably withheld, which must be a commercial bank having a combined capital and surplus of at least $1,000,000,000 (as shown on its most recently published statement of condition). Upon its acceptance of appointment as successor Administrative Agent, the such successor Administrative Agent shall be entitled to receive from the retiring or removed Administrative Agent such documents of transfer and assignment as such successor Administrative Agent may reasonably request, and shall thereupon succeed to and become vested with all rights, powers, privileges and duties of the Rights of the prior retiring or removed Administrative Agent, and the prior . The retiring or removed Administrative Agent shall cooperate in all respects with the transition of the Administrative Agent role to the successor Administrative Agent and shall, following such transition, be discharged from its duties and obligations as Administrative Agent under the Credit Loan Documents, and each Lender shall execute the documents that any Lender, the resigning Administrative Agent or the successor Administrative Agent reasonably requests to reflect the change. After any retiring or removed Administrative Agent's ’s resignation or removal, as applicable, hereunder as the Administrative Agent under the Credit DocumentsAgent, the provisions of this section Article shall inure to its benefit as to any actions taken or not omitted to be taken by it while it was the Administrative Agent under the Credit Loan Documents, and Section 9.1, Section 10.3 and Section 10.4 shall continue to inure to its benefit.

Successor. The Administrative Any Agent may, subject (may resign as such at any time no Event of Default or Potential Default has occurred and is continuing) to the Borrower's prior written consent that may not be unreasonably withheld, assign all of its Rights and obligations as the Administrative Agent under the Credit Documents to any of its Affiliates, which Affiliate shall then be the successor Administrative Agent under the Credit Documents. The Administrative Agent may also, upon at least 30 days' ’ prior notice to the BorrowerBorrower and all Lenders, voluntarily resignprovided that any such resignation shall not become effective until a successor Agent for such resigning Agent has been appointed as provided in this Section 10.4 and such successor Agent has accepted such appointment (provided that no successor Agent shall be appointed for any Agent, other than the Administrative Agent, if after giving effect to such Agent’s resignation there would still be two Agents). If the initial or any successor Administrative Agent ever ceases to be a party to this Agreement or if the initial or at any successor Administrative Agent ever resignstime shall resign, then the Required Lenders shall (whichshall, if no Event of Default or Potential Default has occurred and is continuing, is subject to the Borrower's approval that may immediately preceding proviso and subject to the consent of the Borrower (such consent not to be unreasonably withheld), appoint another Lender as a successor to such Agent which shall thereupon become such Agent’s successor hereunder (provided that, in the case of a resignation of the Administrative Agent, the Required Lenders shall, subject to the consent of the Borrower unless an Event or Default or a Prepayment Event shall have occurred and be continuing (such consent not to be unreasonably withheld) appoint offer to each of the other Agents in turn, in the order of their respective Commitments (or, if the Commitments have been terminated, the outstanding principal amount of their respective Loans), the right to become successor Administrative Agent from among the Lenders (other than the resigning Administrative Agent). If no successor Agent for any resigning Agent shall have been so appointed by the Required Lenders fail to appoint a successor Administrative Agent Lenders, and shall have accepted such appointment, within 30 days after the resigning Administrative Agent has given Agent’s giving notice of resignation, then the resigning Administrative Agent may, on behalf of the Lenders, upon 30 days prior notice to the Borrower, appoint a successor Agent, which shall be one of the Lenders or, in the case of a resigning Administrative Agent, subject (at any time no Event of Default or Potential Default has occurred and is continuing) to the Borrower's prior written consent that may not be unreasonably withheld, which must be a commercial bank banking institution having a combined capital and surplus of at least $1,000,000,000 500,000,000 (as shown on its most recently published statement or the equivalent in other currencies), subject, in each case, to the consent of conditionthe Borrower (such consent not to be unreasonably withheld). Upon its the acceptance of any appointment as Administrative Agent hereunder by a successor Administrative Agent, the such successor Administrative Agent shall be entitled to receive from the resigning Administrative Agent such documents of transfer and assignment as such successor Administrative Agent may reasonably request, and shall thereupon succeed to and become vested with all rights, powers, privileges and duties of the Rights of the prior resigning Administrative Agent, and the prior resigning Administrative Agent shall be discharged from its duties and obligations as Administrative Agent under the Credit Documents, and each Lender shall execute the documents that any Lender, the resigning Administrative Agent or the successor Administrative Agent reasonably requests to reflect the changethis Agreement. After any resigning Administrative Agent's ’s resignation hereunder as the Administrative Agent under the Credit DocumentsAgent, the provisions of of: (a) this section Article X shall inure to its benefit as to any actions taken or not omitted to be taken by it while it was the Administrative Agent under this Agreement; and (b) Section 11.3 and Section 11.4 shall continue to inure to its benefit. If a Lender acting as an Agent assigns its Loan to one of its Affiliates, such Agent may, subject to the Credit Documentsconsent of the Borrower (such consent not to be unreasonably withheld) assign its rights and obligations as Agent to such Affiliate.

Successor. The Administrative Agent may, subject (at any time no Event of Default or Potential Default has occurred and is continuing) to the Borrower's ’s prior written consent that may not be unreasonably withheld, assign all of its Rights and obligations as the Administrative Agent under the Credit Documents to any of its Affiliates, which Affiliate shall then be the successor Administrative Agent under the Credit Documents. The Administrative Agent may also, upon 30 days' ’ prior notice to the Borrower, voluntarily resign. If the initial or any successor Administrative Agent ever ceases to be a party to this Agreement or if the initial or any successor Administrative Agent ever resigns, then the Required Lenders shall (which, if no Event of Default or Potential Default has occurred and is continuing, is subject to the Borrower's ’s approval that may not be unreasonably withheld) appoint the successor Administrative Agent from among the Lenders (other than the resigning Administrative Agent). If the Required Lenders fail to appoint a successor Administrative Agent within 30 days after the resigning Administrative Agent has given notice of resignation, then the resigning Administrative Agent may, on behalf of the Lenders, upon 30 days prior notice to the Borrower, appoint a successor Administrative Agent, subject (at any time no Event of Default or Potential Default has occurred and is continuing) to the Borrower's ’s prior written consent that may not be unreasonably withheld, which must be a commercial bank having a combined capital and surplus of at least $1,000,000,000 (as shown on its most recently published statement of condition). Upon its acceptance of appointment as successor Administrative Agent, the successor Administrative Agent shall succeed to and become vested with all of the Rights of the prior Administrative Agent, and the prior Administrative Agent shall be discharged from its duties and obligations as Administrative Agent under the Credit Documents, and each Lender shall execute the documents that any Lender, the resigning Administrative Agent or the successor Administrative Agent reasonably requests to reflect the change. After any Administrative Agent's ’s resignation as the Administrative Agent under the Credit Documents, the provisions of this section inure to its benefit as to any actions taken or not taken by it while it was the Administrative Agent under the Credit Documents.

Successor. The Administrative Each Agent may, subject (may resign as such at any time no Event of Default or Potential Default has occurred and is continuing) to the Borrower's prior written consent that may not be unreasonably withheld, assign all of its Rights and obligations as the Administrative Agent under the Credit Documents to any of its Affiliates, which Affiliate shall then be the successor Administrative Agent under the Credit Documents. The Administrative Agent may also, upon at least 30 days' ’ prior notice to the Borrower, voluntarily resignBorrower and all Lenders. If the initial or Agent at any successor Administrative Agent ever ceases to be a party to this Agreement or if the initial or any successor Administrative Agent ever resignstime shall resign, then the Required Lenders may appoint another Lender as a successor Agent which shall (which, if no Event of Default or Potential Default has occurred and is continuing, is subject to thereupon become the Borrower's approval that may not be unreasonably withheld) appoint the successor Administrative Agent from among the Lenders (other than the resigning Administrative or Collateral Agent), as applicable, hereunder. If no successor Agent shall have been so appointed by the Required Lenders fail to appoint a successor Administrative Agent Lenders, and shall have accepted such appointment, within 30 days after the resigning Administrative Agent has given retiring Agent’s giving notice of resignation, then the resigning Administrative retiring Agent may, on behalf of the Lenders, upon 30 days prior notice to the Borrower, appoint a successor Administrative Agent or Collateral Agent, subject (at any time no Event of Default or Potential Default has occurred and is continuing) to the Borrower's prior written consent that may not be unreasonably withheldas applicable, which must shall be one of the Lenders or a commercial bank banking institution organized under the laws of the United States (or any State thereof) or a United States branch or agency of a commercial banking institution, and having a combined capital and surplus of at least $1,000,000,000 (250,000,000; provided, that if, such retiring Agent is unable to find a commercial banking institution which is willing to accept such appointment and which meets the qualifications set forth in above, the retiring Agent’s resignation shall nevertheless thereupon become effective and the Lenders shall assume and perform all of the duties of the Administrative Agent or Collateral Agent, as shown on its most recently published statement of condition)applicable, hereunder until such time, if any, as the Required Lenders appoint a successor as provided for above. Upon its the acceptance of any appointment as Agent hereunder by a successor Administrative Agent, the such successor Administrative Agent shall be entitled to receive from the retiring Agent such documents of transfer and assignment as such successor Agent may reasonably request, and shall thereupon succeed to and become vested with all rights, powers, privileges and duties of the Rights of the prior Administrative retiring Agent, and the prior Administrative retiring Agent shall be discharged from its duties and obligations as Administrative Agent under the Credit Loan Documents, and each Lender shall execute the documents that any Lender, the resigning Administrative Agent or the successor Administrative Agent reasonably requests to reflect the change. After any Administrative retiring Agent's ’s resignation hereunder as the Administrative Agent under the Credit DocumentsAgent, the provisions of this section Article shall inure to its benefit as to any actions taken or not omitted to be taken by it while it was the Administrative Agent under the Credit Loan Documents, and Section 10.3 and Section 10.4 shall continue to inure to its benefit.

Successor. The Administrative Agent may, subject (may resign as such at any time no Event of Default or Potential Default has occurred and is continuing) to the Borrower's prior written consent that may not be unreasonably withheld, assign all of its Rights and obligations as the Administrative Agent under the Credit Documents to any of its Affiliates, which Affiliate shall then be the successor Administrative Agent under the Credit Documents. The Administrative Agent may also, upon 30 at least 10 days' ’ prior notice to the Borrower, voluntarily resignBorrower and the Lenders. If the initial or Agent at any successor Administrative Agent ever ceases to be a party to this Agreement or if the initial or any successor Administrative Agent ever resignstime shall resign, then the Required Lenders shall may appoint another Lender as a successor Agent (whichwith, if so long as no Default or Event of Default or Potential Default has occurred and is continuing, is subject to the consent of the Borrower's approval , provided that may the resignation of the Agent is not be unreasonably withheld) appoint contingent upon such consent), which Lender, upon such appointment (and all applicable consents), thereupon shall become the successor Administrative Agent from among the Lenders (other than the resigning Administrative Agent)hereunder. If no successor Agent shall have been so appointed by the Required Lenders fail to appoint a successor Administrative Agent Lenders, and shall have accepted such appointment, within 30 days after the resigning Administrative Agent has given retiring Agent’s giving notice of resignation, then the resigning Administrative retiring Agent may, on behalf of the Lenders, upon 30 days prior notice to the Borrower, appoint a successor Administrative Agent, subject (at any time no Event which shall be one of Default the Lenders or Potential Default has occurred and is continuing) to the Borrower's prior written consent that may not be unreasonably withheld, which must be a commercial bank banking institution organized under the laws of the United States (or any State thereof) or a United States branch or agency of a commercial banking institution, and having a combined capital and surplus of at least $1,000,000,000 (250,000,000; provided, however, that if, such retiring Agent is unable to find a commercial banking institution which is willing to accept such appointment and which meets the qualifications set forth above, the retiring Agent’s resignation shall nevertheless thereupon become effective and the Lenders shall assume and perform all of the duties of the Agent hereunder until such time, if any, as shown on its most recently published statement of condition)the Required Lenders appoint a successor as provided for above. Upon its the acceptance of any appointment as Agent hereunder by a successor Administrative Agent, the such successor Administrative Agent shall be entitled to receive from the retiring Agent such documents of transfer and assignment as such successor Agent may reasonably request, and shall thereupon succeed to and become vested with all rights, powers, privileges and duties of the Rights of the prior Administrative retiring Agent, and the prior Administrative retiring Agent shall be discharged from its duties and obligations as Administrative Agent under the Credit Documents, and each Lender shall execute the documents that any Lender, the resigning Administrative Agent or the successor Administrative Agent reasonably requests to reflect the change. After any Administrative retiring Agent's ’s resignation hereunder as the Administrative Agent under the Credit DocumentsAgent, the provisions of this section Article XII shall inure to its benefit as to any actions taken or not omitted to be taken by it while it was the Administrative Agent under the Credit Documents, and Section 13.3 and Section 13.4 shall continue to inure to its benefit.

Successor. The Subject to the appointment of a successor as provided below, the Administrative Agent may, subject (or the Collateral Agent may resign at any time no Event of Default or Potential Default has occurred and is continuing) to the Borrower's prior written consent that may not be unreasonably withheld, assign all of its Rights and obligations as the Administrative Agent under the Credit Documents to any of its Affiliates, which Affiliate shall then be the successor Administrative Agent under the Credit Documents. The Administrative Agent may also, upon at least 30 days' prior notice to the Borrower, voluntarily resignBorrower and all Banks. If the initial or any successor Administrative Agent ever ceases to be a party to this Agreement or if the initial or Collateral Agent at any successor Administrative Agent ever resignstime shall resign, then the Required Lenders shall (which, if so long as no Event of Default or Potential Default has shall have occurred and is be continuing, is subject to the Borrower's approval that Borrower with the consent of the remaining Agents (and if an Event of Default shall have occurred and be continuing, the Majority Banks) may not be unreasonably withheld) appoint another a successor Administrative Agent or Collateral Agent which shall thereupon become the Administrative Agent or Collateral Agent, respectively, hereunder. In the event the successor Administrative Agent from among or the Lenders (other than Collateral Agent is not at the resigning Administrative Agent). If time of its appointment, a Bank hereunder, so long as no Event of Default shall have occurred and be continuing, the Required Lenders fail Borrower shall have the right to appoint a consent to the successor Administrative Agent or Collateral Agent, which consent shall not be unreasonably withheld or delayed. If no successor Administrative Agent or Collateral Agent shall have been so appointed by the Borrower and the Majority Banks, and shall have accepted such appointment, within 30 days after the resigning retiring Administrative Agent has given Agent's or Collateral Agent's giving notice of resignation, then the resigning retiring Administrative Agent or the Collateral Agent may, on behalf of the Lenders, upon 30 days prior notice to the BorrowerBanks, appoint a successor Administrative Agent or Collateral Agent, subject (at any time no Event of Default or Potential Default has occurred and is continuing) to the Borrower's prior written consent that may not be unreasonably withheldrespectively, which must shall be one of the Banks or a commercial bank banking institution organized under the laws of the U.S. (or any State thereof) or a U.S. branch or agency of a commercial banking institution, and having a combined capital and surplus of at least $1,000,000,000 (as shown on its most recently published statement of condition)100,000,000. Upon its the acceptance of any appointment as successor Administrative Agent, the Agent or Collateral Agent hereunder by a successor Administrative Agent or Collateral Agent, such successor Administrative Agent or Collateral Agent shall be entitled to receive from the retiring Administrative Agent or Collateral Agent such documents of transfer and assignment as such successor Administrative Agent or Collateral Agent may reasonably request, and shall thereupon succeed to and become vested with all rights, powers, privileges and duties of the Rights of the prior retiring Administrative Agent or Collateral Agent, and the prior retiring Administrative Agent shall be discharged from its duties and obligations as Administrative Agent under the Credit Documents, and each Lender shall execute the documents that any Lender, the resigning Administrative Agent or the successor Administrative Agent reasonably requests to reflect the changethis Agreement. After any retiring Administrative Agent's or Collateral Agent's resignation hereunder as the Administrative Agent under the Credit Documentsor Collateral Agent, respectively, the provisions of (a) this section Article IX shall inure to its benefit as to any actions taken or not omitted to be taken by it while it was the Administrative Agent or Collateral Agent under the Credit Documentsthis Agreement; and (b) Section 10.3 and Section 10.4 shall continue to inure to its benefit.

Successor. The Administrative Agent may, subject (at any time no Event of Default or Potential Default has occurred and is continuing) to the Borrower's prior written consent that may not be unreasonably withheld, assign all of its Rights and obligations as the Administrative Agent under the Credit Documents to any of its Affiliates, which Affiliate shall then be the successor Administrative Agent under the Credit Documents. The Administrative Agent may also, resign as such at any time upon at least 30 days' ’ prior notice to the BorrowerBorrower and all Lenders, voluntarily resignprovided that any such resignation shall not become effective until a successor Administrative Agent for such resigning Administrative Agent has been appointed as provided in this Section 11.4 and such successor Administrative Agent has accepted such appointment. If the initial or any successor Administrative Agent ever ceases to be a party to this Agreement or if the initial or at any successor Administrative Agent ever resignstime shall resign, then the Required Lenders shall (whichshall, if no Event of Default or Potential Default has occurred and is continuing, is subject to the Borrower's approval that may consent of the Borrower (such consent not to be unreasonably withheld) appoint another Lender as a successor to the Administrative Agent which shall thereupon become the Administrative Agent’s successor hereunder; provided, that the Required Lenders shall, subject to the consent of the Borrower (unless an Event of Default or a Prepayment Event shall have occurred and be continuing) (such consent not to be unreasonably withheld) and subject also to the consent of Finnvera (such consent not to be unreasonably withheld), offer to each of the other Lenders in turn, in the order of their respective Loan amounts, the right to become successor Administrative Agent. If no successor Administrative Agent from among the Lenders (other than for the resigning Administrative Agent). If Agent shall have been so appointed by the Required Lenders fail to appoint a successor Administrative Agent Lenders, and shall have accepted such appointment, within 30 days after the resigning Administrative Agent has given Agent’s giving notice of resignation, then the resigning Administrative Agent may, on behalf of the Lenders, upon 30 days prior notice to the Borrower, appoint a successor Administrative Agent, subject (at any time no Event which shall be one of Default the Lenders or Potential Default has occurred and is continuing) to the Borrower's prior written consent that may not be unreasonably withheld, which must be a commercial bank banking institution having a combined capital and surplus of at least $1,000,000,000 500,000,000 (as shown on its most recently published statement or the equivalent in other currencies), subject, in each case, to the consent of conditionthe Borrower (such consent not to be unreasonably withheld). Upon its the acceptance of any appointment as Administrative Agent hereunder by a successor Administrative Agent, the such successor Administrative Agent shall be entitled to receive from the resigning Administrative Agent such documents of transfer and assignment as such successor Administrative Agent may reasonably request, and shall thereupon succeed to and become vested with all rights, powers, privileges and duties of the Rights of the prior resigning Administrative Agent, and the prior resigning Administrative Agent shall be discharged from its duties and obligations under this Agreement. If no successor shall have accepted its appointment as Administrative Agent under hereunder within 30 days after the Credit Documents, and each Lender shall execute the documents that any Lender, resignation of the resigning Administrative Agent or then the successor Required Lenders shall cooperate in good faith to execute the duties of the Administrative Agent reasonably requests hereunder and under the other Loan Documents and shall be entitled to reflect the changerights and indemnities of the Administrative Agent hereunder and the resigning Administrative Agent’s resignation shall be effective upon such date and it shall thereupon be discharged from all of its duties and obligations under this Agreement and the other Loan Documents. After any resigning Administrative Agent's ’s resignation hereunder as the Administrative Agent under the Credit DocumentsAgent, the provisions of of: (a) this section Article XI shall inure to its benefit as to any actions taken or not omitted to be taken by it while it was the Administrative Agent under this Agreement; and (b) Section 12.3 and Section 12.4 shall continue to inure to its benefit. If a Lender acting as the Credit DocumentsAdministrative Agent assigns its Loan to one of its Affiliates, the Administrative Agent may, subject to the consent of the Borrower (such consent not to be unreasonably withheld) assign its rights and obligations as Administrative Agent to such Affiliate.

Successor. The Subject to the appointment and acceptance of a successor Administrative Agent mayas provided in this Section 8.07, subject (the Administrative Agent may resign at any time no Event of Default or Potential Default has occurred by notifying the Lenders, the Issuing Bank and is continuing) to the Borrower's prior written consent that may not be unreasonably withheldCompany. Upon any such resignation, assign all of its Rights and obligations as the Administrative Agent under the Credit Documents to any of its Affiliates, which Affiliate shall then be the successor Administrative Agent under the Credit Documents. The Administrative Agent may also, upon 30 days' prior notice to the Borrower, voluntarily resign. If the initial or any successor Administrative Agent ever ceases to be a party to this Agreement or if the initial or any successor Administrative Agent ever resigns, then the Required Lenders shall (whichhave the right, if no Event of Default or Potential Default has occurred and is continuingin consultation with the Company, is subject to the Borrower's approval that may not be unreasonably withheld) appoint the successor Administrative Agent from among the Lenders (other than the resigning Administrative Agent)a successor. If no successor shall have been so appointed by the Required Lenders fail to appoint a successor Administrative Agent and shall have accepted such appointment within 30 thirty (30) days after the resigning retiring Administrative Agent has given gives notice of its resignation, then the resigning retiring Administrative Agent may, on behalf of the Lenders, upon 30 days prior notice to Lenders and the BorrowerIssuing Bank, appoint a successor Administrative Agent, subject (at any time no Event of Default or Potential Default has occurred and is continuing) to the Borrower's prior written consent that may not be unreasonably withheld, Agent which must shall be a commercial bank having a combined capital and surplus with an office in Tulsa, Oklahoma, or an Affiliate of at least $1,000,000,000 (as shown on its most recently published statement of condition)any such bank. Upon its the acceptance of its appointment as successor Administrative Agent, the successor Administrative Agent hereunder by a successor, such successor shall succeed to and become vested with all the rights, powers, privileges and duties of the Rights of the prior retiring Administrative Agent, and the prior retiring Administrative Agent shall be discharged from its duties and obligations as Administrative Agent under hereunder. The fees payable by the Credit Documents, and each Lender shall execute the documents that any Lender, the resigning Administrative Agent or the Borrowers to a successor Administrative Agent reasonably requests shall be the same as those payable to reflect its predecessor unless otherwise agreed between the changeBorrowers and such successor. After any the Administrative Agent's ’s resignation as the Administrative Agent under the Credit Documentshereunder, the provisions of this section inure to Article and Section 9.03 shall continue in effect for the benefit of such retiring Administrative Agent, its benefit as to sub-agents and their respective Related Parties in respect of any actions taken or not omitted to be taken by it any of them while it was the acting as Administrative Agent under the Credit DocumentsAgent.

Successor. The Administrative Agent may, subject (at any time no Event of Default or Potential Default has occurred and is continuing) to the Borrower's prior written consent that may not be unreasonably withheld, assign all of its Rights and obligations as the Administrative Agent under the Credit Documents to any of its Affiliates, which Affiliate shall then be the successor Administrative Agent under the Credit Documents. The Administrative Agent may also, resign as such at any time upon at least 30 days' prior notice to the Borrower, voluntarily resignCompany and all Lenders. If the initial or any successor Administrative Agent ever ceases to be a party to this Agreement or if the initial or at any successor Administrative Agent ever resignstime shall resign, then the Required Lenders shall (which, if no Event of Default or Potential Default has occurred and is continuing, is subject to the Borrower's approval that may not be unreasonably withheld) appoint the successor Administrative Agent from among the Lenders (other than the resigning Administrative Agent). If the Required Lenders fail to appoint another Lender as a successor Administrative Agent which shall thereupon become the Administrative Agent hereunder. If no successor Administrative Agent shall have been so appointed by the Required Lenders, and shall have accepted such appointment, within 30 days after the resigning retiring Administrative Agent has given Agent's giving notice of resignation, then the resigning retiring Administrative Agent may, on behalf of the Lenders, upon 30 days prior notice to the Borrower, appoint a successor Administrative Agent, subject which shall be one of the Lenders or, with the approval of the Company (at any time no Event of Default or Potential Default has occurred and is continuing) such approval not to the Borrower's prior written consent that may not be unreasonably withheld), which must be a commercial bank banking institution organized under the laws of the U.S. (or any State thereof) or a U.S. branch or agency of a commercial banking institution, and having a combined capital and surplus of at least $1,000,000,000 (as shown on its most recently published statement of condition)500,000,000. Upon its the acceptance of any appointment as Administrative Agent hereunder by a successor Administrative Agent, the such successor Administrative Agent shall be entitled to receive from the retiring Administrative Agent such documents of transfer and assignment as such successor Administrative Agent may reasonably request, and shall thereupon succeed to and become vested with all rights, powers, privileges and duties of the Rights of the prior retiring Administrative Agent, and the prior retiring Administrative Agent shall be discharged from its duties and obligations as Administrative Agent under the Credit Documents, and each Lender shall execute the documents that any Lender, the resigning Administrative Agent or the successor Administrative Agent reasonably requests to reflect the changethis Agreement. After any retiring Administrative Agent's resignation hereunder as the Administrative Agent under the Credit DocumentsAgent, the provisions of of (a) this section Section 10 shall inure to its benefit as to any actions taken or not omitted to be taken by it while it was the Administrative Agent under the Credit Documentsthis Agreement; and (b) Section 10.2 and Section 10.3 shall continue to inure to its benefit.

Successor. The Administrative Agent may, subject (at any time no Event of Default or Potential Default has occurred and is continuing) to the Borrower's prior written consent that may not be unreasonably withheld, assign all of its Rights and obligations as the Administrative Agent under the Credit Documents to any of its Affiliates, which Affiliate shall then be the successor Administrative Agent under the Credit Documents. The Administrative Agent may also, resign as such at any time upon at least 30 days' prior notice to the Borrower, voluntarily resignBorrower and all Lenders. If the initial or any successor Administrative Agent ever ceases to be a party to this Agreement or if the initial or at any successor Administrative Agent ever resignstime shall resign, then the Required Lenders shall (which, if no Event of Default or Potential Default has occurred and is continuing, is subject to the Borrower's approval that may not be unreasonably withheld) appoint the successor Administrative Agent from among the Lenders (other than the resigning Administrative Agent). If the Required Lenders fail to appoint another Lender as a successor Administrative Agent which shall thereupon become the Administrative Agent hereunder. If no successor Administrative Agent shall have been so appointed by the Required Lenders, and shall have accepted such appointment, within 30 days after the resigning retiring Administrative Agent has given Agent's giving notice of resignation, then the resigning retiring Administrative Agent may, on behalf of the Lenders, upon 30 days prior notice to the Borrower, appoint a successor Administrative Agent, subject (at any time no Event which shall be one of Default the Lenders or Potential Default has occurred and is continuing) to the Borrower's prior written consent that may not be unreasonably withheld, which must be a commercial bank banking institution organized under the laws of the U.S. (or any State thereof) or a U.S. branch or agency of a commercial banking institution, and having a combined capital and surplus of at least $1,000,000,000 (250,000,000 to act as shown on its most recently published statement Administrative Agent until such time, if any, as the Required Lenders appoint a successor Administrative Agent as provided above; provided, however, that if, such retiring Administrative Agent is unable to find a commercial banking institution which is willing to accept such appointment and which meets the qualifications set forth in above, the retiring Administrative Agent's resignation shall nevertheless thereupon become effective and the Lenders shall assume and perform all of condition)the duties of the Administrative Agent hereunder until such time, if any, as the Required Lenders appoint a successor as provided for above. The appointment of any successor Administrative Agent pursuant to the fifth sentence of this Section 9.4 shall require the consent of the Borrower, which consent shall not be unreasonably withheld or delayed and which consent shall not be required if a Default has occurred and is then continuing. Upon its the acceptance of any appointment as Administrative Agent hereunder by a successor Administrative Agent, the such successor Administrative Agent shall be entitled to receive from the retiring Administrative Agent such documents of transfer and assignment as such successor Administrative Agent may reasonably request, and shall thereupon succeed to and become vested with all rights, powers, privileges and duties of the Rights of the prior retiring Administrative Agent, and the prior retiring Administrative Agent shall be discharged from its duties and obligations as Administrative Agent under the Credit Loan Documents, and each Lender shall execute the documents that any Lender, the resigning Administrative Agent or the successor Administrative Agent reasonably requests to reflect the change. After any retiring Administrative Agent's resignation hereunder as the Administrative Agent under the Credit DocumentsAgent, the provisions of this section Article shall inure to its benefit as to any actions taken or not omitted to be taken by it while it was the Administrative Agent under the Credit Loan Documents, and Sections 10.3 and 10.4 shall continue to inure to its benefit.

Successor. The Administrative Syndication Agent may, subject (at any time no Event of Default or Potential Default has occurred and is continuing) may resign as such upon one Business Day's notice to the Borrower's prior written consent that may not be unreasonably withheld, assign all of its Rights Borrower and obligations as the Administrative Agent under the Credit Documents to any of its Affiliates, which Affiliate shall then be the successor Administrative Agent under the Credit DocumentsAgent. The Administrative Agent may also, resign as such at any time upon at least 30 days' prior notice to the Borrower, voluntarily resignBorrower and all Lenders. If the initial or any successor Administrative Agent ever ceases to be a party to this Agreement or if the initial or at any successor Administrative Agent ever resignstime shall resign, then the Required Lenders may, with the prior consent of the Borrower (which consent shall (which, if no Event of Default or Potential Default has occurred and is continuing, is subject to the Borrower's approval that may not be unreasonably withheld) ), appoint the successor Administrative Agent from among the Lenders (other than the resigning Administrative Agent). If the Required Lenders fail to appoint another Lender as a successor Administrative Agent which shall thereupon become the Administrative Agent hereunder. If no successor Administrative Agent shall have been so appointed by the Required Lenders, and shall have accepted such appointment, within 30 days after the resigning retiring Administrative Agent has given Agent's giving notice of resignation, then the resigning retiring Administrative Agent may, on behalf of the Lenders, upon 30 days prior notice to the Borrower, appoint a successor Administrative Agent, subject (at any time no Event which shall be one of Default the Lenders or Potential Default has occurred and is continuing) to the Borrower's prior written consent that may not be unreasonably withheld, which must be a commercial bank banking institution organized under the laws of the United States or a United States branch or agency of a commercial banking institution, and having a combined capital and surplus of at least $1,000,000,000 (as shown on its most recently published statement of condition)500,000,000. Upon its the acceptance of any appointment as Administrative Agent hereunder by a successor Administrative Agent, the such successor Administrative Agent shall be entitled to receive from the retiring Administrative Agent such documents of transfer and assignment as such successor Administrative Agent may reasonably request, and shall thereupon succeed to and become vested with all rights, powers, privileges and duties of the Rights of the prior retiring Administrative Agent, and the prior retiring Administrative Agent shall be discharged from its duties and obligations as Administrative Agent under the Credit Documents, and each Lender shall execute the documents that any Lender, the resigning Administrative Agent or the successor Administrative Agent reasonably requests to reflect the changethis Agreement. After any retiring Administrative Agent's resignation hereunder as the Administrative Agent under the Credit DocumentsAgent, the provisions of (i) this section Article IX shall inure to its benefit as to any actions taken or not omitted to be taken by it while it was the Administrative Agent under the Credit Documentsthis Agreement, and (ii) Section 10.3 and Section 10.4 shall continue to inure to its benefit.

Successor. The Administrative Agent may, subject (at any time no Event of Default or Potential Default has occurred and is continuing) to the Borrower's prior written consent that may not be unreasonably withheld, assign all of its Rights and obligations as the Administrative Agent under the Credit Documents to any of its Affiliates, which Affiliate shall then be the successor Administrative Agent under the Credit Documents. The Administrative Agent may also, resign as such at any time upon at least 30 days' ’ prior notice to the Borrower, voluntarily resignBorrower and all Lenders. If the initial or any successor Administrative Agent ever ceases to be a party to this Agreement or if the initial or at any successor Administrative Agent ever resignstime shall resign, then the Required Lenders shall (which, if no Event of Default or Potential Default has occurred and is continuing, is subject to the Borrower's approval that may not be unreasonably withheld) appoint the successor Administrative Agent from among the Lenders (other than the resigning Administrative Agent). If the Required Lenders fail to appoint another Lender as a successor Administrative Agent which shall be reasonably acceptable to the Borrower and shall thereupon become the Administrative Agent hereunder. If no successor Administrative Agent shall have been so appointed by the Required Lenders, and shall have accepted such appointment, within 30 days after the resigning retiring Administrative Agent has given Agent’s giving notice of resignation, then the resigning retiring Administrative Agent may, on behalf of the Lenders, upon 30 days prior notice to the Borrower, appoint a successor Administrative Agent, subject (at any time no Event which shall be one of Default the Lenders or Potential Default has occurred and is continuing) to the Borrower's prior written consent that may not be unreasonably withheld, which must be a commercial bank banking institution organized under the laws of the United States (or any State thereof) or a United States branch or agency of a commercial banking institution, and having a combined capital and surplus of at least $1,000,000,000 (250,000,000; provided, however, that if such retiring Administrative Agent is unable to find a commercial banking institution which is willing to accept such appointment and which meets the qualifications set forth in above, the retiring Administrative Agent’s resignation shall nevertheless thereupon become effective and the Lenders shall assume and perform all of the duties of the Administrative Agent hereunder until such time, if any, as shown on its most recently published statement of condition)the Required Lenders appoint a successor as provided for above. Upon its the acceptance of any appointment as Administrative Agent hereunder by a successor Administrative Agent, the such successor Administrative Agent shall be entitled to receive from the retiring Administrative Agent such documents of transfer and assignment as such successor Administrative Agent may reasonably request, and shall thereupon succeed to and become vested with all rights, powers, privileges and duties of the Rights of the prior retiring Administrative Agent, and the prior retiring Administrative Agent shall be discharged from its duties and obligations as Administrative Agent under the Credit Loan Documents, and each Lender shall execute the documents that any Lender, the resigning Administrative Agent or the successor Administrative Agent reasonably requests to reflect the change. After any retiring Administrative Agent's ’s resignation hereunder as the Administrative Agent under the Credit DocumentsAgent, the provisions of this section Article shall inure to its benefit as to any actions taken or not omitted to be taken by it while it was the Administrative Agent under the Credit Loan Documents, and Section 10.3 and Section 10.4 shall continue to inure to its benefit.

Successor. The Administrative Agent may, subject (at any time no Event of Default or Potential Default has occurred and is continuing) to the Borrower's prior written consent that may not be unreasonably withheld, assign all of its Rights and obligations as the Administrative Agent under the Credit Documents to any of its Affiliates, which Affiliate shall then be the successor Administrative Agent under the Credit Documents. The Administrative Agent may alsoalso voluntarily resign and shall resign upon the request of Required Lenders for cause (i.e., upon 30 days' prior notice Administrative Agent is continuing to fail to perform its responsibilities as Administrative Agent under the Borrower, voluntarily resignCredit Documents). If the initial or any successor Administrative Agent ever ceases to be a party to this Agreement agreement or if the initial or any successor Administrative Agent ever resignsresigns (whether voluntarily or at the request of Required Lenders), then the Required Lenders shall (which, if no Event of Default or Potential Default has occurred and is continuingexists, is subject to the Borrower's approval that may not be unreasonably withheld) appoint the successor Administrative Agent from among the Lenders (other than the resigning Administrative Agent). If the Required Lenders fail to appoint a successor Administrative Agent within 30 days after the resigning Administrative Agent has given notice of resignationresignation or Required Lenders have removed the resigning Administrative Agent, then the resigning Administrative Agent may, on behalf of the Lenders, upon 30 days prior notice to the Borrower, appoint a successor Administrative Agent, subject (at any time no Event of Default or Potential Default has occurred and is continuing) to the Borrower's prior written consent that may not be unreasonably withheld, which must be a commercial bank having a combined capital and surplus of at least $1,000,000,000 (as shown on its most recently published statement of condition). Upon its acceptance of appointment as successor Administrative Agent, the successor Administrative Agent shall succeed succeeds to and become becomes vested with all of the Rights of the prior Administrative Agent, and the prior Administrative Agent shall be is discharged from its duties and obligations as of Administrative Agent under the Credit Documents, and each Lender shall execute the documents that any Lender, the resigning or removed Administrative Agent Agent, or the successor Administrative Agent reasonably requests request to reflect the change. After any Administrative Agent's resignation or removal as the Administrative Agent under the Credit Documents, the provisions of this section inure to its benefit as to any actions taken or not taken by it while it was the Administrative Agent under the Credit Documents.

Successor. The Administrative Agent may, subject (at any time no Event of Default or Potential Default has occurred and is continuing) to the Borrower's prior written consent that may not be unreasonably withheld, assign all of its Rights and obligations as the Administrative Agent under the Credit Documents to any of its Affiliates, which Affiliate shall then be the successor Administrative Agent under the Credit Documents. The Administrative Agent may also, resign as such at any time upon at least 30 days' ’ prior notice to the Borrower, voluntarily resignBorrower and all Lenders. If the initial or any successor Administrative Agent ever ceases to be a party to this Agreement or if the initial or at any successor Administrative Agent ever resignstime shall resign, then the Required Lenders shall (which, if no Event of Default or Potential Default has occurred and is continuing, is subject to the Borrower's approval that may not be unreasonably withheld) appoint the successor Administrative Agent from among the Lenders (other than the resigning Administrative Agent). If the Required Lenders fail to appoint another Lender as a successor Administrative Agent that shall thereupon become the Administrative Agent hereunder. If no successor Administrative Agent shall have been so appointed by the Required Lenders, and shall have accepted such appointment, within 30 days after the resigning retiring Administrative Agent has given Agent’s giving notice of resignation, then the resigning retiring Administrative Agent may, on behalf of the Lenders, upon 30 days prior notice to the Borrower, appoint a successor Administrative Agent, subject (at any time no Event which shall be one of Default the Lenders or Potential Default has occurred and is continuing) to the Borrower's prior written consent that may not be unreasonably withheld, which must be a commercial bank banking institution organized under the laws of the United States (or any State thereof) or a United States branch or agency of a commercial banking institution, and having a combined capital and surplus of at least $1,000,000,000 (250,000,000; provided that, if, such retiring Administrative Agent is unable to find a commercial banking institution that is willing to accept such appointment and that meets the qualifications set forth in above, the retiring Administrative Agent’s resignation shall nevertheless thereupon become effective and the Lenders shall assume and perform all of the duties of the Administrative Agent hereunder until such time, if any, as shown on its most recently published statement of condition)the Required Lenders appoint a successor as provided for above. Upon its the acceptance of any appointment as Administrative Agent hereunder by a successor Administrative Agent, the such successor Administrative Agent shall be entitled to receive from the retiring Administrative Agent such documents of transfer and assignment as such successor Administrative Agent may reasonably request, and shall thereupon succeed to and become vested with all rights, powers, privileges and duties of the Rights of the prior retiring Administrative Agent, and the prior retiring Administrative Agent shall be discharged from its duties and obligations as Administrative Agent under the Credit Loan Documents, and each Lender shall execute the documents that any Lender, the resigning Administrative Agent or the successor Administrative Agent reasonably requests to reflect the change. After any retiring Administrative Agent's ’s resignation hereunder as the Administrative Agent under the Credit DocumentsAgent, the provisions of this section Article shall inure to its benefit as to any actions taken or not omitted to be taken by it while it was the Administrative Agent under the Credit Loan Documents, and Section 10.3 and Section10.4 shall continue to inure to its benefit.

Successor. The Administrative Agent may, subject (at any time no Event of Default or Potential Default has occurred and is continuing) to the Borrower's prior written consent that may not be unreasonably withheld, assign all of its Rights and obligations as the Administrative Agent under the Credit Documents to any of its Affiliates, which Affiliate shall then be the successor Administrative Agent under the Credit Documents. The Administrative Agent may also, resign as such at any time upon at least 30 days' ’ prior notice to the BorrowerBorrower and all Lenders, voluntarily resignprovided that any such resignation shall not become effective until a successor Administrative Agent has been appointed as provided in this Section 10.5 and such successor Administrative Agent has accepted such appointment. If the initial or any successor Administrative Agent ever ceases to be a party to this Agreement or if the initial or at any successor Administrative Agent ever resignstime shall resign, then the Required Lenders shall (whichshall, if no Event of Default or Potential Default has occurred and is continuing, is subject to the Borrower's approval that may immediately preceding proviso and subject to the consent of the Borrower (such consent not to be unreasonably withheld) ), appoint another Lender as a successor to the successor Administrative Agent from among which shall thereupon become such Administrative Agent’s successor hereunder (provided that the Required Lenders shall, subject to the consent of the Borrower unless an Event or Default or a Prepayment Event shall have occurred and be continuing (such consent not to be unreasonably withheld or delayed) offer to each of the other than Lenders in turn, in the resigning order of their respective Percentages of the Loan, the right to become successor Administrative Agent). If the Required Lenders fail to appoint a no successor Administrative Agent shall have been so appointed by the Required Lenders, and shall have accepted such appointment, within 30 days after the resigning Administrative Agent has given Agent’s giving notice of resignation, then the resigning Administrative Agent may, on behalf of the Lenders, upon 30 days prior notice to the Borrower, appoint a successor Administrative Agent, subject (at any time no Event which shall be one of Default the Lenders or Potential Default has occurred and is continuing) to the Borrower's prior written consent that may not be unreasonably withheld, which must be a commercial bank banking institution having a combined capital and surplus of at least $1,000,000,000 500,000,000 (as shown on its most recently published statement or the equivalent in other currencies), subject, in each case, to the consent of conditionthe Borrower (such consent not to be unreasonably withheld). Upon its the acceptance of any appointment as Administrative Agent hereunder by a successor Administrative Agent, the such successor Administrative Agent shall be entitled to receive from the resigning Administrative Agent such documents of transfer and assignment as such successor Administrative Agent may reasonably request, and shall thereupon succeed to and become vested with all rights, powers, privileges and duties of the Rights of the prior resigning Administrative Agent, and the prior resigning Administrative Agent shall be discharged from its duties and obligations as Administrative Agent under the Credit Documents, and each Lender shall execute the documents that any Lender, the resigning Administrative Agent or the successor Administrative Agent reasonably requests to reflect the changethis Agreement. After any resigning Administrative Agent's ’s resignation hereunder as the Administrative Agent under the Credit DocumentsAgent, the provisions of of: (a) this section Article X shall inure to its benefit as to any actions taken or not omitted to be taken by it while it was the Administrative Agent under this Agreement; and (b) Section 11.3 and Section 11.4 shall continue to inure to its benefit. If a Lender acting as the Credit DocumentsAdministrative Agent assigns its Loan to one of its Affiliates, such Administrative Agent may, subject to the consent of the Borrower (such consent not to be unreasonably withheld or delayed) assign its rights and obligations as Administrative Agent to such Affiliate.

Successor. The Administrative Either Agent may, subject (may resign as such at any time no Event of Default or Potential Default has occurred and is continuing) to the Borrower's prior written consent that may not be unreasonably withheld, assign all of its Rights and obligations as the Administrative Agent under the Credit Documents to any of its Affiliates, which Affiliate shall then be the successor Administrative Agent under the Credit Documents. The Administrative Agent may also, upon at least 30 days' prior notice to Micro and all the Borrower, voluntarily resignLenders. If the initial or either Agent shall at any successor Administrative Agent ever ceases to be a party to this Agreement or if the initial or any successor Administrative Agent ever resignstime resign, then the Required Lenders shall (whichLenders, if no Event of Default or Potential Default has occurred and is continuingafter consultations with Micro, is subject to the Borrower's approval that may not be unreasonably withheld) appoint the successor Administrative Agent from among the Lenders (other than the resigning Administrative Agent). If the Required Lenders fail to appoint another Lender as a successor Administrative Agent or Documentation Agent, as the case may be, whereupon such Lender shall become an Administrative Agent or Documentation Agent hereunder, as the case may be. If no successor Administrative Agent or Documentation Agent shall have been so appointed by the Required Lenders, and shall have accepted such appointment, within 30 days after the resigning retiring Administrative Agent has given Agent's or Documentation Agent's giving notice of resignation, then the resigning retiring Administrative Agent or Documentation Agent may, on behalf of the Lenders, upon 30 days prior notice to the Borrowerafter consultations with Micro, appoint a successor Administrative Agent or Documentation Agent, subject (at any time no Event of Default or Potential Default has occurred and is continuing) to as the Borrower's prior written consent that case may not be unreasonably withheldbe, which must shall be one of the Lenders or a commercial bank banking institution organized under the laws of the United States (or any State thereof) or a U.S. branch or agency of a commercial banking institution, and having a combined capital and surplus of at least $1,000,000,000 (as shown on its most recently published statement of condition)500,000,000. Upon its the acceptance of any appointment as successor Administrative AgentAgent or Documentation Agent hereunder, as the case may be, by a successor Administrative Agent or Documentation Agent, as the case may be, such successor Administrative Agent or Documentation Agent shall be entitled to receive from the retiring Administrative Agent or Documentation Agent such documents of transfer and assignment as such successor Administrative Agent or Documentation Agent may reasonably request, and shall thereupon succeed to and become vested with all rights, powers, privileges and duties of the Rights of retiring Administrative Agent or Documentation Agent, as the prior Administrative Agentcase may be, and the prior retiring Administrative Agent or Documentation Agent shall be discharged from its duties and obligations as Administrative Agent under this Agreement. No resignation or removal of either the Credit Documents, and each Lender shall execute the documents that any Lender, the resigning Administrative Agent or Documentation Agent pursuant to this Section 10.4 shall be effective until the appointment of a successor Administrative Agent reasonably requests to reflect or Documentation Agent, as the changecase may be, has become effective. After any retiring Administrative Agent's or Documentation Agent's resignation hereunder as an Administrative Agent or Documentation Agent, as the Administrative Agent under the Credit Documentscase may be, the provisions of of: (a) this section ARTICLE X shall inure to its benefit as to any actions taken or not omitted to be taken by it while it was the Administrative Agent or Documentation Agent under the Credit Documentsthis Agreement; and (b) Sections 11.3 and 11.4 shall continue to inure to its benefit.

Successor. The Administrative Agent may, subject (may resign as such at any time upon at least 30 days’ prior notice to the Borrower and all the Lenders. If the Administrative Agent at any time shall resign, the Lenders may appoint another Lender as a successor Administrative Agent which shall thereupon become the Administrative Agent hereunder, provided that, so long as no Event of Default or Potential Default has occurred and is continuing) to shall exist, the Borrower's prior written ’s consent that may to such successor shall be required (such consent not to be unreasonably withheld, assign all of its Rights and obligations as the Administrative Agent under the Credit Documents to any of its Affiliates, which Affiliate shall then be the withheld or delayed). If no successor Administrative Agent under the Credit Documents. The Administrative Agent may also, upon 30 days' prior notice to the Borrower, voluntarily resign. If the initial or any successor Administrative Agent ever ceases to be a party to this Agreement or if the initial or any successor Administrative Agent ever resigns, then the Required Lenders shall (which, if no Event of Default or Potential Default has occurred and is continuing, is subject to the Borrower's approval that may not be unreasonably withheld) appoint the successor Administrative Agent from among have been so appointed by the Lenders (other than the resigning Administrative Agent). If the Required Lenders fail to appoint a successor Administrative Agent and shall have accepted such appointment within 30 days after the resigning retiring Administrative Agent has given Agent’s giving notice of resignation, then the resigning retiring Administrative Agent may, on behalf of the Lenders, upon 30 days prior notice to the Borrower, appoint a successor Administrative Agent, subject which may be one of the Lenders (at any time no Event of Default if such Lender consents to such appointment) or Potential Default has occurred and is continuing) to the Borrower's prior written consent that may not be unreasonably withheld, which must be a commercial bank banking institution organized under the laws of the United States (or any State thereof) or a United States branch or agency of a commercial banking institution, and having a combined capital and surplus of at least $1,000,000,000 (250,000,000; provided that, if, such retiring Administrative Agent is unable to find a commercial banking institution which is willing to accept such appointment and which meets the qualifications set forth above, the retiring Administrative Agent’s resignation shall nevertheless thereupon become effective and the Lenders shall assume and perform all of the duties of the Administrative Agent hereunder until such time, if any, as shown on its most recently published statement of condition)the Lenders appoint a successor as provided for above. Upon its the acceptance of any appointment as Administrative Agent hereunder by a successor Administrative Agent, the such successor Administrative Agent shall be entitled to receive from the retiring Administrative Agent such documents of transfer and assignment as such successor Administrative Agent may reasonably request, and shall thereupon succeed to and become vested with all rights, powers, privileges and duties of the Rights of the prior retiring Administrative Agent, and the prior retiring Administrative Agent shall be discharged from its duties and obligations as Administrative Agent under the Credit Loan Documents, and each Lender shall execute the documents that any Lender, the resigning Administrative Agent or the successor Administrative Agent reasonably requests to reflect the change. After any retiring Administrative Agent's ’s resignation hereunder as the Administrative Agent under the Credit DocumentsAgent, the provisions of this section Article X shall inure to its benefit as to any actions taken or not omitted to be taken by it while it was the Administrative Agent under the Credit Loan Documents, and Section 11.3 and Section 11.4 shall continue to inure to its benefit.

Successor. The Administrative Agent may, subject (at any time no Event of Default or Potential Default has occurred and is continuing) to the Borrower's prior written consent that may not be unreasonably withheld, assign all of its Rights and obligations as the Administrative Agent under the Credit Documents to any of its Affiliates, which Affiliate shall then be the successor Administrative Agent under the Credit Documents. The Administrative Agent may also, resign from its agency position at any time upon at least 30 days' ’ prior notice to the Borrower, voluntarily resignBorrower and all Lenders. If the initial or Administrative Agent at any time shall resign, the Required Lenders may, upon at least 3 days’ (so long as one of such days is a Business Day) prior notice to the Borrower and all Lenders, appoint another Lender as a successor Administrative Agent, which shall thereupon become the Administrative Agent hereunder. If no successor Administrative Agent ever ceases to be a party to this Agreement or if the initial or any successor Administrative Agent ever resigns, then shall have been so appointed by the Required Lenders Lenders, and shall (whichhave accepted such appointment, if no Event of Default or Potential Default has occurred and is continuing, is subject to the Borrower's approval that may not be unreasonably withheld) appoint the successor Administrative Agent from among the Lenders (other than the resigning Administrative Agent). If the Required Lenders fail to appoint a successor Administrative Agent within 30 days after the resigning retiring Administrative Agent has given Agent’s giving notice of resignation, then the resigning retiring Administrative Agent may, on behalf of the Lenders, upon 30 days at least 3 days’ prior notice to the BorrowerBorrower and all Lenders, appoint a successor Administrative Agent, subject (at any time no Event which shall be one of Default the Lenders or Potential Default has occurred and is continuing) to the Borrower's prior written consent that may not be unreasonably withheld, which must be a commercial bank banking institution organized under the laws of the U.S. (or any State thereof) or a U.S. branch or agency of a commercial banking institution, and having (x) a combined capital and surplus of at least $1,000,000,000 250,000,000 and (y) a credit rating of AA or better by Xxxxx’x or a comparable rating by S&P; provided, however, that if, after expending all reasonable commercial efforts, such retiring Administrative Agent is unable to find a commercial banking institution which is willing to accept such appointment and which meets the qualifications set forth in clause (y) above, such retiring Administrative Agent shall be permitted to appoint as shown on its most recently published statement successor from all available commercial banking institutions willing to accept such appointment such institution having the highest credit rating of condition)all such available and willing institutions. Upon its the acceptance of any appointment as the Administrative Agent hereunder by a successor Administrative Agent, the such successor Administrative Agent shall be entitled to receive from the retiring Administrative Agent such documents of transfer and assignment as such successor Administrative Agent may reasonably request, and shall thereupon succeed to and become vested with all rights, powers, privileges and duties of the Rights of the prior retiring Administrative Agent, and the prior retiring Administrative Agent shall be discharged from its duties and obligations as Administrative Agent under the Credit Documents, and each Lender shall execute the documents that any Lender, the resigning Administrative Agent or the successor Administrative Agent reasonably requests to reflect the changethis Agreement. After any retiring Administrative Agent's ’s resignation hereunder as the Administrative Agent under the Credit DocumentsAgent, the provisions of of (a) this section Article X shall inure to its benefit as to any actions taken or not omitted to be taken by it while it was the Administrative Agent under the Credit Documentsthis Agreement; and (b) Section 11.3 and Section 11.4 shall continue to inure to its benefit.

Successor. The With effect from the Resignation Effective Date or the Removal Effective Date (as applicable) (1) the retiring or removed Administrative Agent may, subject (at any time no Event of Default or Potential Default has occurred and is continuing) to the Borrower's prior written consent that may not shall be unreasonably withheld, assign all of discharged from its Rights duties and obligations as hereunder and under the other Credit Documents (except that in the case of any collateral security held by the Administrative Agent on behalf of the Lenders or the Issuing Banks under any of the Credit Documents Documents, the retiring or removed Administrative Agent shall continue to any of its Affiliates, which Affiliate shall then be the hold such collateral security until such time as a successor Administrative Agent under is appointed) and (2) all payments, communications and determinations provided to be made by, to or through the Credit Documents. The Administrative Agent may alsoshall instead be made by or to each Lender and each Issuing Bank directly, upon 30 days' prior notice to the Borrower, voluntarily resign. If the initial or any successor Administrative Agent ever ceases to be a party to this Agreement or if the initial or any successor Administrative Agent ever resigns, then until such time as the Required Lenders shall (which, if no Event of Default or Potential Default has occurred and is continuing, is subject to the Borrower's approval that may not be unreasonably withheld) appoint the successor Administrative Agent from among the Lenders (other than the resigning Administrative Agent). If the Required Lenders fail to appoint a successor Administrative Agent within 30 days after as provided for above in this Section. Upon the resigning acceptance of a successor’s appointment as Administrative Agent has given notice of resignationhereunder, then the resigning Administrative Agent may, on behalf of the Lenders, upon 30 days prior notice to the Borrower, appoint a such successor Administrative Agent, subject (at any time no Event of Default or Potential Default has occurred and is continuing) to the Borrower's prior written consent that may not be unreasonably withheld, which must be a commercial bank having a combined capital and surplus of at least $1,000,000,000 (as shown on its most recently published statement of condition). Upon its acceptance of appointment as successor Administrative Agent, the successor Administrative Agent shall succeed to and become vested with all of the Rights rights, powers, privileges and duties of the prior retiring or removed Administrative Agent, and the prior retiring or removed Administrative Agent shall be discharged from all of its duties and obligations as Administrative Agent hereunder or under the other Credit Documents, and each Lender shall execute Documents (if not already discharged therefrom as provided above in this Section). The fees payable by the documents that any Lender, the resigning Administrative Agent or the Borrowers to a successor Administrative Agent reasonably requests shall be the same as those payable to reflect its predecessor unless otherwise agreed between the changeBorrowers and such successor. After any the retiring or removed Administrative Agent's ’s resignation as the Administrative Agent hereunder and under the other Credit Documents, the provisions of this section inure to Article VIII and Section 10.26 shall continue in effect for the benefit of such retiring or removed Administrative Agent, its benefit as to sub-agents and their respective Related Parties in respect of any actions taken or not omitted to be taken by it any of them while it was the retiring or removed Administrative Agent under the Credit Documentswas acting as Administrative Agent.

Successor. The Administrative Syndication Agent may, subject (at any time no Event of Default or Potential Default has occurred may resign as such upon one Business Day's notice to WWI and is continuing) to the Borrower's prior written consent that may not be unreasonably withheld, assign all of its Rights and obligations as the Administrative Agent under the Credit Documents to any of its Affiliates, which Affiliate shall then be the successor Administrative Agent under the Credit DocumentsAgent. The Administrative Agent may also, resign as such at any time upon at least 30 days' days prior notice to the Borrower, voluntarily resignWWI and all Lenders. If the initial or any successor Administrative Agent ever ceases to be a party to this Agreement or if the initial or at any successor Administrative Agent ever resignstime shall resign, then the Required Lenders may, with the prior consent of WWI (which consent shall (which, if no Event of Default or Potential Default has occurred and is continuing, is subject to the Borrower's approval that may not be unreasonably withheld) ), appoint the successor Administrative Agent from among the Lenders (other than the resigning Administrative Agent). If the Required Lenders fail to appoint another Lender as a successor Administrative Agent which shall thereupon become the Administrative Agent hereunder. If no successor Administrative Agent shall have been so appointed by the Required Lenders, and shall have accepted such appointment, within 30 days after the resigning retiring Administrative Agent has given Agent's giving notice of resignation, then the resigning retiring Administrative Agent may, on behalf of the Lenders, upon 30 days prior notice to the Borrower, appoint a successor Administrative Agent, subject (at any time no Event which shall be one of Default the Lenders or Potential Default has occurred and is continuing) to the Borrower's prior written consent that may not be unreasonably withheld, which must be a commercial bank banking institution organized under the laws of the U.S. (or any State thereof) or a U.S. branch or agency of a commercial banking institution, and having a combined capital and surplus of at least $1,000,000,000 (250,000,000; PROVIDED, HOWEVER, that if, such retiring Administrative Agent is unable to find a commercial banking institution which is willing to accept such appointment and which meets the qualifications set forth in above, the retiring Administrative Agent's resignation shall nevertheless thereupon become effective and the Lenders shall assume and perform all of the duties of the Administrative Agent hereunder until such time, if any, as shown on its most recently published statement of condition)the Required Lenders appoint a successor as provided for above. Upon its the acceptance of any appointment as Administrative Agent hereunder by a successor Administrative Agent, the such successor Administrative Agent shall be entitled to receive from the retiring -106- Administrative Agent such documents of transfer and assignment as such successor Administrative Agent may reasonably request, and shall thereupon succeed to and become vested with all rights, powers, privileges and duties of the Rights of the prior retiring Administrative Agent, and the prior retiring Administrative Agent shall be discharged from its duties and obligations as Administrative Agent under the Credit Documents, and each Lender shall execute the documents that any Lender, the resigning Administrative Agent or the successor Administrative Agent reasonably requests to reflect the changethis Agreement. After any retiring Administrative Agent's resignation hereunder as the Administrative Agent under the Credit DocumentsAgent, the provisions of of (a) this section ARTICLE X shall inure to its benefit as to any actions taken or not omitted to be taken by it while it was the Administrative Agent under the Credit Documentsthis Agreement; and (b) SECTION 11.3 and SECTION 11.4 shall continue to inure to its benefit.

Successor. The Administrative Agent may, subject (at any time no Event of Default or Potential Default has occurred and is continuing) to the Borrower's prior written consent that may not be unreasonably withheld, assign all of its Rights and obligations as the Administrative Agent under the Credit Documents to any of its Affiliates, which Affiliate shall then be the successor Administrative Agent under the Credit Documents. The Administrative Agent may also, resign as such at any time upon at least 30 days' ’ prior notice to the Borrower, voluntarily resignBorrowers and all Lenders. If the initial or any successor Administrative Agent ever ceases to be a party to this Agreement or if the initial or at any successor Administrative Agent ever resignstime shall resign, then the Required Lenders shall (which, if no Event of Default or Potential Default has occurred and is continuing, is subject to the Borrower's approval that may not be unreasonably withheld) appoint the successor Administrative Agent from among the Lenders (other than the resigning Administrative Agent). If the Required Lenders fail to appoint another Lender as a successor Administrative Agent which shall thereupon become the Administrative Agent hereunder. If no successor Administrative Agent shall have been so appointed by the Required Lenders, and shall have accepted such appointment, within 30 days after the resigning retiring Administrative Agent has given Agent’s giving notice of resignation, then the resigning retiring Administrative Agent may, on behalf of the Lenders, upon 30 days prior notice to the Borrower, appoint a successor Administrative Agent, subject (at any time no Event which shall be one of Default the Lenders or Potential Default has occurred and is continuing) to the Borrower's prior written consent that may not be unreasonably withheld, which must be a commercial bank banking institution organized under the laws of the United States (or any State thereof) or a United States branch or agency of a commercial banking institution, and having a combined capital and surplus of at least $1,000,000,000 (250,000,000; provided that, if, such retiring Administrative Agent is unable to find a commercial banking institution which is willing to accept such appointment and which meets the qualifications set forth in above, the retiring Administrative Agent’s resignation shall nevertheless thereupon become effective and the Lenders shall assume and perform all of the duties of the Administrative Agent hereunder until such time, if any, as shown on its most recently published statement of condition)the Required Lenders appoint a successor as provided for above. Upon its the acceptance of any appointment as Administrative Agent hereunder by a successor Administrative Agent, the such successor Administrative Agent shall be entitled to receive from the retiring Administrative Agent such documents of transfer and assignment as such successor Administrative Agent may reasonably request, and shall thereupon succeed to and become vested with all rights, powers, privileges and duties of the Rights of the prior retiring Administrative Agent, and the prior retiring Administrative Agent shall be discharged from its duties and obligations as Administrative Agent under the Credit Loan Documents, and each Lender shall execute the documents that any Lender, the resigning Administrative Agent or the successor Administrative Agent reasonably requests to reflect the change. After any retiring Administrative Agent's ’s resignation hereunder as the Administrative Agent under the Credit DocumentsAgent, the provisions of this section Article shall inure to its benefit as to any actions taken or not omitted to be taken by it while it was the Administrative Agent under the Credit Loan Documents, and Section 10.3 and Section 10.4 shall continue to inure to its benefit.

Successor. The Administrative Collateral Agent may, subject (may resign at any time no Event of Default or Potential Default has occurred and is continuing) to the Borrower's prior written consent that may not be unreasonably withheld, assign all of its Rights and obligations as the Administrative Agent under the Credit Documents to any of its Affiliates, which Affiliate shall then be the successor Administrative Agent under the Credit Documents. The Administrative Agent may also, upon at least 30 days' prior notice to the Borrower, voluntarily resignSecured Parties. If the initial or Collateral Agent at any time shall resign, the Secured Parties, by majority consent, may appoint another mutually agreed Secured Party as a successor Administrative to Collateral Agent. If the Secured Parties do not make such appointment within ten (10) business days prior to the scheduled resignation date of the Collateral Agent, the retiring Collateral Agent ever ceases to be shall appoint a party to this Agreement or if new Collateral Agent from the initial or any successor Administrative Agent ever resigns, then the Required Lenders shall (whichSecured Parties or, if no Event of Default or Potential Default has occurred and is continuingSecured Party accepts such appointment, is subject to the Borrower's approval that may not be unreasonably withheld) appoint the successor Administrative Agent from among the Lenders (other than the resigning Administrative Agent)commercial banking institutions or trust institutions generally. If the Required Lenders fail to appoint a successor Administrative Agent within 30 days after the resigning Administrative Agent has given notice of resignation, then the resigning Administrative Agent may, on behalf In furtherance of the Lendersforegoing, upon 30 days prior notice to the Borrower, appoint a successor Administrative announcement that the Collateral Agent will resign in its capacity as the Collateral Agent, subject (at any time no Event each of Default or Potential Default has occurred and is continuing) the Secured Parties agrees to the Borrower's prior written consent that may not be unreasonably withheld, which must be a commercial bank having a combined capital and surplus of at least $1,000,000,000 (as shown on use its most recently published statement of condition)best efforts to promptly appoint another Collateral Agent. Upon its the acceptance of any appointment as the Collateral Agent hereunder, such successor Administrative Agent, the successor Administrative Collateral Agent shall be entitled to receive from the retiring Collateral Agent such documents of transfer and assignment as such successor Collateral Agent may reasonably request, and shall thereupon succeed to and become vested with all rights, powers, privileges and duties of the Rights of the prior Administrative retiring Collateral Agent, and the prior Administrative retiring Collateral Agent shall be discharged from its duties and obligations as Administrative Agent under this Agreement and the Credit Documents, and each Lender shall execute the documents that any Lender, the resigning Administrative Agent or the successor Administrative Agent reasonably requests to reflect the changeNotes. After any Administrative the retiring Collateral Agent's resignation hereunder as the Administrative Agent under the Credit DocumentsCollateral Agent, the provisions of this section Section 3 shall inure to its benefit as to any actions taken or not omitted to be taken by it while it was the Administrative Collateral Agent under this Agreement and the Credit DocumentsNotes, and any other agreement relating thereto.

Successor. The Administrative Agent may, subject (If at any time no Event the Administrative Agent deems it advisable, in its sole discretion, it may submit to each of Default or Potential Default has occurred and is continuing) to the Borrower's prior Lenders a written consent that may not be unreasonably withheld, assign all notification of its Rights and obligations resignation as the Administrative Agent under the Credit Documents Loan Documents, such resignation to any be effective on the later to occur of its Affiliates, (i) the thirtieth day after the date of such notice and (ii) the date upon which Affiliate shall then be the successor Administrative Agent under the Credit Documents. The Administrative Agent may also, upon 30 days' prior notice to the Borrower, voluntarily resign. If the initial or any successor Administrative Agent ever ceases to be a party to Agent, in accordance with the provisions of this Agreement or if the initial or any Section 10.9, shall have accepted in writing its appointment as such successor Administrative Agent ever resignsAgent. Upon any such resignation of the Administrative Agent, then the Required Lenders shall (which, if no Event of Default or Potential Default has occurred and is continuing, is subject have the right to the Borrower's approval that may not be unreasonably withheld) appoint the successor Administrative Agent from among the Lenders (other than the resigning a successor Administrative Agent). If no successor Administrative Agent shall have been so appointed by the Required Lenders fail to appoint a successor Administrative Agent and accepted such appointment within 30 days after the resigning retiring Administrative Agent has given Agent's giving of notice of resignation, then the resigning retiring Administrative Agent may, on behalf of the Lenders, upon 30 days prior notice to the Borrower, appoint a successor Administrative Agent, subject (at any time no Event of Default or Potential Default has occurred and is continuing) to the Borrower's prior written consent that may not be unreasonably withheld, which must successor Administrative Agent shall be a commercial bank organized under the laws of the United States of America or of any State thereof and having a combined capital and surplus of at least $1,000,000,000 (as shown on its most recently published statement of condition)100,000,000. Upon its the acceptance of any appointment as Administrative Agent by a successor Administrative Agent, the such successor Administrative Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the Rights of the prior retiring Administrative Agent, and the prior retiring Administrative Agent shall be discharged from its Agent's rights, powers, privileges and duties and obligations as Administrative Agent under the Credit Documents, Loan Documents shall be terminated. The Borrower and each Lender the Lenders shall execute the such documents that any Lender, the resigning Administrative Agent or the successor Administrative Agent reasonably requests as shall be necessary to reflect the changeeffect such appointment. After any retiring Administrative Agent's resignation as the Administrative Agent under the Credit DocumentsAgent, the provisions of this section Section 10 shall inure to its benefit as to any actions taken or not omitted to be taken by it while it was the Administrative Agent under the Credit Loan Documents. If at any time hereunder there shall not be a duly appointed and acting Administrative Agent, the Borrower agrees to make each payment due under the Loan Documents directly to the Persons entitled thereto during such time.

Successor. The Administrative Agent, the Syndication Agent may, subject (and the Collateral Agent may resign as such at any time no Event of Default or Potential Default has occurred and is continuing) to the Borrower's prior written consent that may not be unreasonably withheld, assign all of its Rights and obligations as the Administrative Agent under the Credit Documents to any of its Affiliates, which Affiliate shall then be the successor Administrative Agent under the Credit Documents. The Administrative Agent may also, upon at least 30 days' prior notice to the Borrower, voluntarily resignthe Syndication Agent and all Term Loan Lenders and, in the case of the Administrative Agent, the Collateral Agent, and in the case of the Collateral Agent, the Administrative Agent. If the initial Administrative Agent, the Syndication Agent or the Collateral Agent at any successor Administrative Agent ever ceases to be a party to this Agreement or if the initial or any successor Administrative Agent ever resignstime shall resign, then the Required Term Loan Lenders may, with the prior consent of the Borrower and the Syndication Agent (which consents shall (which, if no Event of Default or Potential Default has occurred and is continuing, is subject to the Borrower's approval that may not be unreasonably withheld) withheld or delayed), appoint the successor Administrative Agent from among the Lenders (other than the resigning Administrative Agent). If the Required Lenders fail to appoint another Lender as a successor Administrative Agent or Collateral Agent which shall thereupon become the Administrative Agent, Syndication Agent or the Collateral Agent hereunder. If no successor Administrative Agent, Syndication Agent or Collateral Agent shall have been so appointed by the Required Term Loan Lenders, and shall have accepted such appointment, within 30 days after the resigning retiring Administrative Agent has given Agent's, Syndication Agent's or Collateral Agent's giving notice of resignation, then the resigning retiring Administrative Agent, Syndication Agent or Collateral Agent may, on behalf of the Term Loan Lenders, upon 30 days prior notice to the Borrower, appoint a successor Administrative Agent or Collateral Agent, subject (at any time no Event which shall be one of Default the Lenders or Potential Default has occurred and is continuing) to the Borrower's prior written consent that may not be unreasonably withheld, which must be a commercial bank banking institution organized under the laws of the United States or a United States branch or agency of a commercial banking institution, and having a combined capital and surplus of at least $1,000,000,000 (500,000,000. Notwithstanding the foregoing, for so long as shown on ABN shall act as Administrative Agent, if no successor Administrative Agent has been named and accepted its most recently published statement appointment as Administrative Agent, then ABN shall be permitted to resign and the Syndication Agent or the Collateral Agent shall succeed to the responsibilities of condition)ABN as Administrative Agent; provided, that at no time during the period commencing with the Administrative Agent tendering its notice of resignation and ending at the time that a successor Administrative Agent is named, may DLJ resign as either the Syndication Agent or Collateral Agent. Upon its the acceptance of any appointment as Administrative Agent, Syndication Agent or Collateral Agent hereunder by a successor Administrative Agent, the Syndication Agent or Collateral Agent, such successor Administrative Agent, Syndication Agent or Collateral Agent shall be entitled to receive from the retiring Administrative Agent, Syndication Agent or Collateral Agent such documents of transfer and assignment as such successor Administrative Agent, Syndication Agent or Collateral Agent may reasonably request, and shall thereupon succeed to and become vested with all rights, powers, privileges and duties of the Rights of the prior retiring Administrative Agent, Syndication Agent or Collateral Agent, and the prior retiring Administrative Agent, Syndication Agent or Collateral Agent shall be discharged from its duties and obligations as Administrative Agent under the Credit Documents, and each Lender shall execute the documents that any Lender, the resigning Administrative Agent or the successor Administrative Agent reasonably requests to reflect the changethis Agreement. After any retiring Administrative Agent's, retiring Syndication Agent's or Collateral Agent's resignation hereunder as the Administrative Agent, Syndication Agent under the Credit Documentsor Collateral Agent, the provisions of this section inure to its benefit as to any actions taken or not taken by it while it was the Administrative Agent under the Credit Documents.of

Successor. The Administrative Agent may, subject (at any time no Event of Default or Potential Default has occurred and is continuing) to the Borrower's prior written consent that may not be unreasonably withheld, assign all of its Rights and obligations as the Administrative Agent under the Credit Documents to any of its Affiliates, which Affiliate shall then be the successor Administrative Agent under the Credit Documents. The Administrative Agent may also, resign as such at any time upon at least 30 days' prior notice to the Borrower, voluntarily resignTerm Loan Borrower and all Lenders. If the initial or any successor Administrative Agent ever ceases to be a party to this Agreement or if the initial or at any successor Administrative Agent ever resignstime shall resign, then the Required Lenders shall (which, if no Event of Default or Potential Default has occurred and is continuing, is subject to the Borrower's approval that may not be unreasonably withheld) appoint the successor Administrative Agent from among the Lenders (other than the resigning Administrative Agent). If the Required Lenders fail to appoint another Lender as a successor Administrative Agent which shall thereupon become the Administrative Agent hereunder. If no successor Administrative Agent shall have been so appointed by the Required Lenders, and shall have accepted such appointment, within 30 days after the resigning retiring Administrative Agent has given Agent's giving notice of resignation, then the resigning retiring Administrative Agent may, on behalf of the Lenders, upon 30 days prior notice to the Borrower, appoint a successor Administrative Agent, subject (at any time no Event which shall be one of Default the Lenders or Potential Default has occurred and is continuing) to the Borrower's prior written consent that may not be unreasonably withheld, which must be a commercial bank banking institution organized under the laws of the United States (or any State thereof) or a United States branch or agency of a commercial banking institution, and having a combined capital and surplus of at least $1,000,000,000 (250,000,000; provided that, if such retiring Administrative Agent is unable to find a commercial banking institution which is willing to accept such appointment and which meets the qualifications set forth in above, the retiring Administrative Agent's resignation shall nevertheless thereupon become effective and the Lenders shall assume and perform all of the duties of the Administrative Agent hereunder until such time, if any, as shown on its most recently published statement of condition)the Required Lenders appoint a successor as provided for above. Upon its the acceptance of any appointment as Administrative Agent hereunder by a successor Administrative Agent, the such successor Administrative Agent shall be entitled to receive from the retiring Administrative Agent such documents of transfer and assignment as such successor Administrative Agent may reasonably request, and shall thereupon succeed to and become vested with all rights, powers, privileges and duties of the Rights of the prior retiring Administrative Agent, and the prior retiring Administrative Agent shall be discharged from its duties and obligations as Administrative Agent under the Credit Loan Documents, and each Lender shall execute the documents that any Lender, the resigning Administrative Agent or the successor Administrative Agent reasonably requests to reflect the change. After any retiring Administrative Agent's resignation hereunder as the Administrative Agent under the Credit DocumentsAgent, the provisions of this section Article shall inure to its benefit as to any actions taken or not omitted to be taken by it while it was the Administrative Agent under the Credit Loan Documents, and Section 11.3 and Section 11.4 shall continue to inure to its benefit.

Successor. The With effect from the Resignation Effective Date or the Removal Effective Date (as applicable) (1) the retiring or removed Administrative Agent may, subject (at any time no Event of Default or Potential Default has occurred and is continuing) to the Borrower's prior written consent that may not shall be unreasonably withheld, assign all of discharged from its Rights duties and obligations as hereunder and under the other Credit Documents (except that in the case of any collateral security held by the Administrative Agent on behalf of the Lenders or the Issuing Banks under any of the Credit Documents Documents, the retiring or removed Administrative Agent shall continue to any of its Affiliates, which Affiliate shall then be the hold such collateral security until such time as a successor Administrative Agent under is appointed) and (2) all payments, communications and determinations provided to be made by, to or through the Credit Documents. The Administrative Agent may alsoshall instead be made by or to each Lender and each Issuing Bank directly, upon 30 days' prior notice to the Borrower, voluntarily resign. If the initial or any successor Administrative Agent ever ceases to be a party to this Agreement or if the initial or any successor Administrative Agent ever resigns, then until such time as the Required Lenders shall (which, if no Event of Default or Potential Default has occurred and is continuing, is subject to the Borrower's approval that may not be unreasonably withheld) appoint the successor Administrative Agent from among the Lenders (other than the resigning Administrative Agent). If the Required Lenders fail to appoint a successor Administrative Agent within 30 days after as provided for above in this Section. Upon the resigning acceptance of a successor’s appointment as Administrative Agent has given notice of resignationhereunder, then the resigning Administrative Agent may, on behalf of the Lenders, upon 30 days prior notice to the Borrower, appoint a such successor Administrative Agent, subject (at any time no Event of Default or Potential Default has occurred and is continuing) to the Borrower's prior written consent that may not be unreasonably withheld, which must be a commercial bank having a combined capital and surplus of at least $1,000,000,000 (as shown on its most recently published statement of condition). Upon its acceptance of appointment as successor Administrative Agent, the successor Administrative Agent shall succeed to and become vested with all of the Rights rights, powers, privileges and duties of the prior retiring or removed Administrative Agent, and the prior retiring or removed Administrative Agent shall be discharged from all of its duties and obligations as Administrative Agent hereunder or under the other Credit Documents, and each Lender shall execute Documents (if not already discharged therefrom as provided above in this Section). The fees payable by the documents that any Lender, the resigning Administrative Agent or the Borrowers to a successor Administrative Agent reasonably requests shall be the same as those payable to reflect its predecessor unless otherwise agreed between the changeBorrower and such successor. After any the retiring or removed Administrative Agent's ’s resignation as the Administrative Agent hereunder and under the other Credit Documents, the provisions of this section inure to Article VIII and Section 10.26 shall continue in effect for the benefit of such retiring or removed Administrative Agent, its benefit as to sub-agents and their respective Related Parties in respect of any actions taken or not omitted to be taken by it any of them while it was the retiring or removed Administrative Agent under the Credit Documentswas acting as Administrative Agent.

Successor. The Administrative Agent may, subject (at any time no Event of Default or Potential Default has occurred and is continuing) to the Borrower's prior written consent that may not be unreasonably withheld, assign all of its Rights and obligations as the Administrative Agent under the Credit Documents to any of its Affiliates, which Affiliate shall then be the successor Administrative Agent under the Credit Documents. The Administrative Agent may also, resign as such at any time upon at least 30 days' ’ prior notice to the Borrower, voluntarily resignTerm Loan Borrower and all Lenders. If the initial or any successor Administrative Agent ever ceases to be a party to this Agreement or if the initial or at any successor Administrative Agent ever resignstime shall resign, then the Required Lenders shall (which, if no Event of Default or Potential Default has occurred and is continuing, is subject to the Borrower's approval that may not be unreasonably withheld) appoint the successor Administrative Agent from among the Lenders (other than the resigning Administrative Agent). If the Required Lenders fail to appoint another Lender as a successor Administrative Agent which shall thereupon become the Administrative Agent hereunder. If no successor Administrative Agent shall have been so appointed by the Required Lenders, and shall have accepted such appointment, within 30 days after the resigning retiring Administrative Agent has given Agent’s giving notice of resignation, then the resigning retiring Administrative Agent may, on behalf of the Lenders, upon 30 days prior notice to the Borrower, appoint a successor Administrative Agent, subject (at any time no Event which shall be one of Default the Lenders or Potential Default has occurred and is continuing) to the Borrower's prior written consent that may not be unreasonably withheld, which must be a commercial bank banking institution organized under the laws of the United States (or any State thereof) or a United States branch or agency of a commercial banking institution, and having a combined capital and surplus of at least $1,000,000,000 (250,000,000; provided that, if such retiring Administrative Agent is unable to find a commercial banking institution which is willing to accept such appointment and which meets the qualifications set forth in above, the retiring Administrative Agent’s resignation shall nevertheless thereupon become effective and the Lenders shall assume and perform all of the duties of the Administrative Agent hereunder until such time, if any, as shown on its most recently published statement of condition)the Required Lenders appoint a successor as provided for above. Upon its the acceptance of any appointment as Administrative Agent hereunder by a successor Administrative Agent, the such successor Administrative Agent shall be entitled to receive from the retiring Administrative Agent such documents of transfer and assignment as such successor Administrative Agent may reasonably request, and shall thereupon succeed to and become vested with all rights, powers, privileges and duties of the Rights of the prior retiring Administrative Agent, and the prior retiring Administrative Agent shall be discharged from its duties and obligations as Administrative Agent under the Credit Loan Documents, and each Lender shall execute the documents that any Lender, the resigning Administrative Agent or the successor Administrative Agent reasonably requests to reflect the change. After any retiring Administrative Agent's ’s resignation hereunder as the Administrative Agent under the Credit DocumentsAgent, the provisions of this section Article shall inure to its benefit as to any actions taken or not omitted to be taken by it while it was the Administrative Agent under the Credit Loan Documents, and Section 11.3 and Section 11.4 shall continue to inure to its benefit.

Successor. The Administrative Either Agent may, subject (may resign as such at any time no Event of Default or Potential Default has occurred and is continuing) to the Borrower's prior written consent that may not be unreasonably withheld, assign all of its Rights and obligations as the Administrative Agent under the Credit Documents to any of its Affiliates, which Affiliate shall then be the successor Administrative Agent under the Credit Documents. The Administrative Agent may also, upon at least 30 days' ’ prior notice to Micro and all the Borrower, voluntarily resignLenders. If the initial or either Agent shall at any successor Administrative Agent ever ceases to be a party to this Agreement or if the initial or any successor Administrative Agent ever resignstime resign, then the Required Lenders shall (whichLenders, if no Event of Default or Potential Default has occurred and is continuingafter consultations with Micro, is subject to the Borrower's approval that may not be unreasonably withheld) appoint the successor Administrative Agent from among the Lenders (other than the resigning Administrative Agent). If the Required Lenders fail to appoint another Lender as a successor Administrative Agent or Syndication Agent, as the case may be, whereupon such Lender shall become the Administrative Agent or the Syndication Agent hereunder, as the case may be. If no successor Administrative Agent or Syndication Agent shall have been so appointed by the Required Lenders, and shall have accepted such appointment, within 30 days after the resigning retiring Administrative Agent has given Agent’s or Syndication Agent’s giving notice of resignation, then the resigning retiring Administrative Agent or Syndication Agent may, on behalf of the Lenders, upon 30 days prior notice to the Borrowerafter consultations with Micro, appoint a successor Administrative Agent or Syndication Agent, subject (at any time no Event of Default or Potential Default has occurred and is continuing) to as the Borrower's prior written consent that case may not be unreasonably withheldbe, which must shall be one of the Lenders or a commercial bank having banking institution that is organized under the laws of the United States or any State thereof (or a branch or agency of either) and that has a combined capital and surplus of at least $1,000,000,000 (as shown on its most recently published statement of condition)500,000,000. Upon its acceptance of any appointment as successor Administrative AgentAgent or Syndication Agent hereunder, as the case may be, by a successor Administrative Agent or Syndication Agent, as the case may be, such successor Administrative Agent or Syndication Agent shall be entitled to receive from the retiring Administrative Agent or Syndication Agent such documents of transfer and assignment as such successor Administrative Agent or Syndication Agent, as the case may be, may reasonably request, and shall thereupon succeed to and become vested with all rights, powers, privileges and duties of the Rights of retiring Administrative Agent or Syndication Agent, as the prior Administrative Agentcase may be, and the prior retiring Administrative Agent or Syndication Agent shall be discharged from its duties and obligations as Administrative Agent under the Credit Documents, and each Lender shall execute the documents that any Lender, the resigning Administrative Agent or the successor Administrative Agent reasonably requests to reflect the changethis Agreement. After any retiring Administrative Agent's ’s or Syndication Agent’s resignation hereunder as the Administrative Agent under or Syndication Agent, as the Credit Documentscase may be, the provisions of of: (a) this section Article X shall inure to its benefit as to any actions taken or not omitted to be taken by it while it was the Administrative Agent or Syndication Agent under the Credit Documentsthis Agreement; and (b) Sections 11.3 and 11.4 shall continue to inure to its benefit.

Successor. The Administrative Agent may, subject (Any of the Agents may resign as such at any time no Event of Default or Potential Default has occurred and is continuing) upon at least 30 days’ prior notice to the Borrower's prior written consent that may not be unreasonably withheld, assign Borrower and all of its Rights and obligations as Lenders. If the Administrative Agent under at any time shall resign, the Credit Documents to any of its Affiliates, which Affiliate shall then be Required Lenders may appoint another Lender as the successor Administrative Agent under which shall thereupon become the Credit Documents. The Administrative Agent may also, upon 30 days' prior notice to the Borrower, voluntarily resignhereunder. If the initial or any no successor Administrative Agent ever ceases to be a party to this Agreement or if the initial or any successor Administrative Agent ever resigns, then shall have been so appointed by the Required Lenders Lenders, and shall (whichhave accepted such appointment, if no Event of Default or Potential Default has occurred and is continuing, is subject to the Borrower's approval that may not be unreasonably withheld) appoint the successor Administrative Agent from among the Lenders (other than the resigning Administrative Agent). If the Required Lenders fail to appoint a successor Administrative Agent within 30 days after the resigning retiring Administrative Agent has given Agent’s giving notice of resignation, then the resigning retiring Administrative Agent may, on behalf of the Lenders, upon 30 days prior notice to the Borrower, appoint a successor Administrative Agent, subject (at any time no Event which shall be one of Default the Lenders or Potential Default has occurred and is continuing) to the Borrower's prior written consent that may not be unreasonably withheld, which must be a commercial bank banking institution organized under the laws of the U.S. (or any State thereof) or a U.S. branch or agency of a commercial banking institution, and having a combined capital and surplus of at least $1,000,000,000 (as shown on its most recently published statement of condition)500,000,000. Upon its the acceptance of any appointment as the Administrative Agent hereunder by a successor Administrative Agent, the such successor Administrative Agent shall be entitled to receive from the retiring Administrative Agent such documents of transfer and assignment as such successor Administrative Agent may reasonably request, and shall thereupon succeed to and become vested with all rights, powers, privileges and duties of the Rights of the prior retiring Administrative Agent, and the prior retiring Administrative Agent shall be discharged from its duties and obligations as Administrative Agent under the Credit Documents, and each Lender shall execute the documents that any Lender, the resigning Administrative Agent or the successor Administrative Agent reasonably requests to reflect the changethis Agreement. After any a retiring Administrative Agent's ’s resignation hereunder as the a Administrative Agent under the Credit DocumentsAgent, the provisions of this section Article IX shall inure to its benefit as to any actions taken or not omitted to be taken by it while it was the Administrative Agent under this Agreement, and Section 10.4 (and, with respect to the Credit DocumentsAdministrative Agent, Section 10.3) shall continue to inure to its benefit.

Successor. The Administrative Any Agent may, subject (may resign as such at any time no Event of Default or Potential Default has occurred and is continuing) to the Borrower's prior written consent that may not be unreasonably withheld, assign all of its Rights and obligations as the Administrative Agent under the Credit Documents to any of its Affiliates, which Affiliate shall then be the successor Administrative Agent under the Credit Documents. The Administrative Agent may also, upon at least 30 days' prior notice to the Borrower, voluntarily resignBorrower and all Lenders. If the initial or any successor Administrative Agent ever ceases to be a party to this Agreement or if the initial or at any successor Administrative Agent ever resignstime shall resign, then the Required Lenders shall (which, if no Event of Default or Potential Default has occurred and is continuing, is subject may appoint another Lender reasonably acceptable to the Borrower's approval that may not be unreasonably withheld) appoint Borrower as a successor to such Agent which shall thereupon become an Agent hereunder in such capacity as the successor Administrative Agent from among the Lenders (other than the resigning Administrative retiring Agent). If no successor Agent shall have been so appointed by the Required Lenders fail to appoint a successor Administrative Agent Lenders, and shall have accepted such appointment, within 30 days after the resigning Administrative Agent has given retiring Agent's giving notice of resignation, then the resigning Administrative retiring Agent may, on behalf of the Lenders, upon 30 days prior notice to the Borrower, appoint a successor Administrative Agent, subject (at any time no Event which shall be one of Default the Lenders or Potential Default has occurred and is continuing) to the Borrower's prior written consent that may not be unreasonably withheld, which must be a commercial bank banking institution organized under the laws of the U.S. (or any State thereof) or a U.S. branch or agency of a commercial banking institution, and having (x) a combined capital and surplus of at least $1,000,000,000 250,000,000 and (y) a credit rating of AA or better by Xxxxx'x or a comparable rating by S&P; PROVIDED, HOWEVER, that if, after expending all reasonable commercial efforts, such retiring Agent is unable to find a commercial banking institution which is willing to accept such appointment and which meets the qualifications set forth in CLAUSE (y) above, such retiring Agent, shall be permitted to appoint as shown on its most recently published statement successor from all available commercial banking institutions willing to accept such appointment such institution having the highest credit rating of condition)all such available and willing institutions. Upon its the acceptance of any appointment as Agent hereunder by a successor Administrative Agent, the such successor Administrative Agent shall be entitled to receive from the retiring Agent such documents of transfer and assignment as such successor Agent may reasonably request, and shall thereupon succeed to and become vested with all rights, powers, privileges and duties of the Rights of the prior Administrative retiring Agent, and the prior Administrative retiring Agent shall be discharged from its duties and obligations as Administrative Agent under the Credit Documents, and each Lender shall execute the documents that any Lender, the resigning Administrative Agent or the successor Administrative Agent reasonably requests to reflect the changethis Agreement. After any Administrative retiring Agent's resignation hereunder as the Administrative Agent under the Credit DocumentsAgent, the provisions of of (a) this section ARTICLE IX shall inure to its benefit as to any actions taken or not omitted to be taken by it while it was the Administrative an Agent under the Credit Documentsthis Agreement; and (b) SECTIONS 10.3 and 10.4 shall continue to inure to its benefit.

Successor. The Administrative Syndication Agent may, subject (at any time no Event of Default or Potential Default has occurred and is continuing) may resign upon one Business Day's notice to the Borrower's prior written consent that may not be unreasonably withheld, assign all of its Rights Borrower and obligations as the Administrative Agent under the Credit Documents to any of its Affiliates, which Affiliate shall then be the successor Administrative Agent under the Credit DocumentsAgent. The Administrative Agent may also, resign as such at any time upon at least 30 days' prior notice to the Borrower, voluntarily resignBorrower and all Lenders. If the initial or any successor Administrative Agent ever ceases to be a party to this Agreement or if the initial or at any successor Administrative Agent ever resignstime shall resign, then the Required Lenders shall (which, if no Event of Default or Potential Default has occurred and is continuing, is subject to the Borrower's approval that may not be unreasonably withheld) appoint the successor Administrative Agent from among the Lenders (other than the resigning Administrative Agent). If the Required Lenders fail to appoint another Lender as a successor Administrative Agent which shall thereupon become the Administrative Agent hereunder. If no successor Administrative Agent shall have been so appointed by the Required Lenders, and shall have accepted such appointment, within 30 days after the resigning retiring Administrative Agent has given Agent's giving notice of resignation, then the resigning retiring Administrative Agent may, on behalf of the Lenders, upon 30 days prior notice to the Borrower, appoint a successor Administrative Agent, subject (at any time no Event which shall be one of Default the Lenders or Potential Default has occurred and is continuing) to the Borrower's prior written consent that may not be unreasonably withheld, which must be a commercial bank banking institution organized under the laws of the U.S. (or any State thereof) or a U.S. branch or agency of a commercial banking institution, and having a combined capital and surplus of at least $1,000,000,000 (as shown on its most recently published statement of condition)500,000,000. Upon its the acceptance of any appointment as Administrative Agent hereunder by a successor Administrative Agent, the such successor Administrative Agent shall be entitled to receive from the retiring Administrative Agent such documents of transfer and assignment as such successor Administrative Agent may reasonably request, and shall thereupon succeed to and become vested with all rights, powers, privileges and duties of the Rights of the prior retiring Administrative Agent, and the prior retiring Administrative Agent shall be discharged from its duties and obligations as Administrative Agent under the Credit Documents, and each Lender shall execute the documents that any Lender, the resigning Administrative Agent or the successor Administrative Agent reasonably requests to reflect the changethis Agreement. After any retiring Administrative Agent's resignation hereunder as the Administrative Agent under the Credit DocumentsAgent, the provisions of of (a) this section Article IX shall inure to its benefit as to any actions taken or not omitted to be taken by it while it was the Administrative Agent under the Credit Documentsthis Agreement; and (b) Section 10.3 and Section 10.4 shall continue to inure to its benefit.

Successor. The Administrative Agent may, subject (at any time no Event of Default or Potential Default has occurred and is continuing) to the Borrower's prior written consent that may not be unreasonably withheld, assign all of its Rights and obligations as the Administrative Agent under the Credit Documents to any of its Affiliates, which Affiliate shall then be the successor Administrative Agent under the Credit Documents. The Administrative Agent may alsoalso voluntarily resign and shall resign upon the request of Required Lenders for cause (i.e., upon 30 days' prior notice Administrative Agent is continuing to fail to perform its responsibilities as Administrative Agent under the Borrower, voluntarily resignCredit Documents). If the initial or any successor Administrative Agent ever ceases to be a party to this Agreement agreement or if the initial or any successor Administrative Agent ever resignsresigns (whether voluntarily or at the request of Required Lenders), then the Required Lenders shall (which, if no Event of Default or Potential Default has occurred and is continuingexists, is subject to the Borrower's ’s approval that may not be unreasonably withheld) appoint the successor Administrative Agent from among the Lenders (other than the resigning Administrative Agent). If the Required Lenders fail to appoint a successor Administrative Agent within 30 days after the resigning Administrative Agent has given notice of resignationresignation or Required Lenders have removed the resigning Administrative Agent, then the resigning Administrative Agent may, on behalf of the Lenders, upon 30 days prior notice to the Borrower, appoint a successor Administrative Agent, subject (at any time no Event of Default or Potential Default has occurred and is continuing) to the Borrower's prior written consent that may not be unreasonably withheld, which must be a commercial bank having a combined capital and surplus of at least $1,000,000,000 (as shown on its most recently published statement of condition). Upon its acceptance of appointment as successor Administrative Agent, the successor Administrative Agent shall succeed succeeds to and become becomes vested with all of the Rights of the prior Administrative Agent, and the prior Administrative Agent shall be is discharged from its duties and obligations as of Administrative Agent under the Credit Documents, and each Lender shall execute the documents that any Lender, the resigning or removed Administrative Agent Agent, or the successor Administrative Agent reasonably requests request to reflect the change. After any Administrative Agent's ’s resignation or removal as the Administrative Agent under the Credit Documents, the provisions of this section inure to its benefit as to any actions taken or not taken by it while it was the Administrative Agent under the Credit Documents.

Successor. The Administrative Syndication Agent may, subject (at any time no Event of Default or Potential Default has occurred and is continuing) the Documentation Agent may resign as such upon one Business Day's notice to the Borrower's prior written consent that may not be unreasonably withheld, assign all of its Rights Company and obligations as the Administrative Agent under the Credit Documents to any of its Affiliates, which Affiliate shall then be the successor Administrative Agent under the Credit DocumentsAgent. The Administrative Agent may also, resign as such at any time upon at least 30 days' prior notice to the Borrower, voluntarily resignCompany and all Lenders. If the initial or any successor Administrative Agent ever ceases to be a party to this Agreement or if the initial or at any successor Administrative Agent ever resignstime shall resign, then the Required Lenders may, with the prior consent of the Company (which consent shall (which, if no Event of Default or Potential Default has occurred and is continuing, is subject to the Borrower's approval that may not be unreasonably withheld) ), appoint the successor Administrative Agent from among the Lenders (other than the resigning Administrative Agent). If the Required Lenders fail to appoint another Lender as a successor Administrative Agent which shall thereupon become the Administrative Agent hereunder. If no successor Administrative Agent shall have been so appointed by the Required Lenders, and shall have accepted such appointment, within 30 days after the resigning retiring Administrative Agent has given Agent's giving notice of resignation, then the resigning retiring Administrative Agent may, on behalf of the Lenders, upon 30 days prior notice to the Borrower, appoint a successor Administrative Agent, subject (at any time no Event which shall be one of Default the Lenders or Potential Default has occurred and is continuing) to the Borrower's prior written consent that may not be unreasonably withheld, which must be a commercial bank banking institution organized under the laws of the United States or a United States branch or agency of a commercial banking institution, and having a combined capital and surplus of at least $1,000,000,000 (as shown on its most recently published statement of condition)500,000,000. Upon its the acceptance of any appointment as Administrative Agent hereunder by a successor Administrative Agent, the such successor Administrative Agent shall be entitled to receive from the retiring Administrative Agent such documents of transfer and assignment as such successor Administrative Agent may reasonably request, and shall thereupon succeed to and become vested with all rights, powers, privileges and duties of the Rights of the prior retiring Administrative Agent, and the prior retiring Administrative Agent shall be discharged from its duties and obligations as Administrative Agent under the Credit Documents, and each Lender shall execute the documents that any Lender, the resigning Administrative Agent or the successor Administrative Agent reasonably requests to reflect the changethis Agreement. After any retiring Administrative Agent's resignation hereunder as the Administrative Agent under the Credit DocumentsAgent, the provisions of (i) this section Article IX shall inure to its benefit as to any actions taken or not omitted to be taken by it while it was the Administrative Agent under the Credit Documentsthis Agreement, and (ii) Section 11.3 and Section 11.4 shall continue to inure to its benefit.

Successor. The Administrative Agent may, subject (at any time no Event of Default or Potential Default has occurred and is continuing) to the Borrower's prior written consent that may not be unreasonably withheld, assign all of its Rights and obligations as the Administrative Agent under the Credit Loan Documents to any of its Affiliates, which Affiliate shall then be the successor Administrative Agent under the Credit Loan Documents. The Administrative Agent may also, upon 30 also voluntarily resign by giving thirty (30) days' prior written notice to Borrower and Lenders, and shall resign upon the Borrowerrequest of the Required Lenders for cause (i.e., voluntarily resignAdministrative Agent is continuing to fail to perform its responsibilities as Administrative Agent under the Loan Documents). If the initial or any successor Administrative Agent ever ceases to be a party to this Agreement or if the initial or any successor Administrative Agent ever resignsresigns (whether voluntarily or at the request of the Required Lenders), then the Required Lenders shall (which, if no Event of Default or Potential Default has occurred and is continuingexists, is subject to the Borrower's approval that may not be unreasonably withheld) appoint the successor Administrative Agent from among the Lenders (other than the resigning Administrative Agent). If the Required Lenders fail to appoint a successor Administrative Agent within 30 thirty (30) days after the resigning Administrative Agent has given notice of resignationresignation or the Required Lenders have removed the resigning Administrative Agent, then the resigning Administrative Agent may, on behalf of the Lenders, upon 30 days prior notice to the Borrower, appoint a successor Administrative AgentAgent (which, subject (at any time if no Event of Default or Potential Default has occurred and exists, is continuing) subject to the Borrower's prior written consent approval that may not be unreasonably withheld), which must be a commercial bank having a combined capital and surplus of at least $1,000,000,000 10,000,000,000 (as shown on its most recently published statement of condition). ) and whose debt obligations (or whose parent's debt obligations) are rated not less than Baa1 by Xxxxx'x or BBB+ by S & P. Upon its acceptance of appointment as successor Administrative Agent, the successor Administrative Agent shall succeed succeeds to and become becomes vested with all of the Rights of the prior Administrative Agent, and the prior Administrative Agent shall be is discharged from its duties and obligations as Administrative Agent under the Credit Loan Documents, and each Lender shall execute the documents that any Lender, the resigning or removed Administrative Agent Agent, or the successor Administrative Agent reasonably requests to reflect the change. After any Administrative Agent's resignation or removal as the Administrative Agent under the Credit Loan Documents, the provisions of this section Section inure to its benefit as to any actions taken or not taken by it while it was the Administrative Agent under the Credit Loan Documents. If Borrower fails to respond to any written request for any consent required in this Section 12.1 (b) within ten (10) days after the date that Borrower receives such request, then Borrower shall be deemed to have given its consent to such request.

Successor. The Subject to the appointment and acceptance of a successor Administrative Agent mayas provided in this Section 8.07, subject (the Administrative Agent may resign at any time no Event of Default or Potential Default has occurred by notifying the Lenders, the Issuing Bank and is continuing) to the Borrower's prior written consent that may not be unreasonably withheld. Upon any such resignation, assign all of its Rights and obligations as the Administrative Agent under the Credit Documents to any of its Affiliates, which Affiliate shall then be the successor Administrative Agent under the Credit Documents. The Administrative Agent may also, upon 30 days' prior notice to the Borrower, voluntarily resign. If the initial or any successor Administrative Agent ever ceases to be a party to this Agreement or if the initial or any successor Administrative Agent ever resigns, then the Required Lenders shall (whichhave the right, if no Event of Default or Potential Default has occurred and is continuing, is subject to in consultation with the Borrower's approval that may not be unreasonably withheld) , to appoint the successor Administrative Agent from among the Lenders (other than the resigning Administrative Agent)a successor. If no successor shall have been so appointed by the Required Lenders fail to appoint a successor Administrative Agent and shall have accepted such appointment within 30 thirty (30) days after the resigning retiring Administrative Agent has given gives notice of its resignation, then the resigning retiring Administrative Agent may, on behalf of the Lenders, upon 30 days prior notice to Lenders and the BorrowerIssuing Bank, appoint a successor Administrative Agent, subject (at any time no Event of Default or Potential Default has occurred and is continuing) to the Borrower's prior written consent that may not be unreasonably withheld, Agent which must shall be a commercial bank having a combined capital and surplus with an office in Tulsa, Oklahoma, or an Affiliate of at least $1,000,000,000 (as shown on its most recently published statement of condition)any such bank. Upon its the acceptance of its appointment as successor Administrative Agent, the successor Administrative Agent hereunder by a successor, such successor shall succeed to and become vested with all the rights, powers, privileges and duties of the Rights of the prior retiring Administrative Agent, and the prior retiring Administrative Agent shall be discharged from its duties and obligations as Administrative Agent under hereunder. The fees payable by the Credit Documents, and each Lender shall execute the documents that any Lender, the resigning Administrative Agent or the Borrower to a successor Administrative Agent reasonably requests shall be the same as those payable to reflect its predecessor unless otherwise agreed between the changeBorrower and such successor. After any the Administrative Agent's ’s resignation as the Administrative Agent under the Credit Documentshereunder, the provisions of this section inure to Article and Section 9.03 shall continue in effect for the benefit of such retiring Administrative Agent, its benefit as to sub-agents and their respective Related Parties in respect of any actions taken or not omitted to be taken by it any of them while it was the acting as Administrative Agent under the Credit DocumentsAgent.

Successor. The Administrative Any Agent may, subject (may resign as such at any time no Event of Default or Potential Default has occurred and is continuing) to the Borrower's prior written consent that may not be unreasonably withheld, assign all of its Rights and obligations as the Administrative Agent under the Credit Documents to any of its Affiliates, which Affiliate shall then be the successor Administrative Agent under the Credit Documents. The Administrative Agent may also, upon at least 30 days' ’ prior notice to the Borrower, voluntarily resignParent Borrower and all Lenders. If the initial or any successor Administrative Agent ever ceases to be a party to this Agreement or if the initial or at any successor Administrative Agent ever resignstime shall resign, then the Required Lenders shall may appoint (whichsubject to, if so long as no Event of Default or Potential Default has occurred and is continuing, is subject the reasonable consent of the Parent Borrower not to the Borrower's approval that may not be unreasonably withheldwithheld or delayed) appoint another Lender as such Person’s successor Agent which shall thereupon become the successor Administrative applicable Agent from among the Lenders (other than the resigning Administrative Agent)hereunder. If no successor Agent shall have been so appointed by the Required Lenders fail (and consented to appoint a successor Administrative Agent by the Parent Borrower) and shall have accepted such appointment within 30 days after the resigning Administrative Agent has given retiring such Agent’s giving notice of resignation, then the resigning Administrative retiring Agent may, on behalf of the Lenders, upon 30 days prior notice to the Borrower, appoint a successor Administrative Agent, subject (at any time no Event which shall be one of Default the Lenders or Potential Default has occurred and is continuing) to the Borrower's prior written consent that may not be unreasonably withheld, which must be a commercial bank banking institution organized under the laws of the United States (or any State thereof) or a United States branch or agency of a commercial banking institution, and having a combined capital and surplus of at least $1,000,000,000 (250,000,000; provided that, if, such retiring Agent is unable to find a commercial banking institution which is willing to accept such appointment and which meets the qualifications set forth in above, the retiring Agent’s resignation shall nevertheless thereupon become effective and the Lenders shall assume and perform all of the duties of such Agent hereunder until such time, if any, as shown on its most recently published statement of condition)the Required Lenders appoint a successor as provided for above. Upon its the acceptance of any appointment as an Agent hereunder by any successor Administrative Agent, the such successor Administrative Agent shall be entitled to receive from the retiring Agent such documents of transfer and assignment as such successor Agent may reasonably request, and shall thereupon succeed to and become vested with all rights, powers, privileges and duties of the Rights of the prior Administrative retiring Agent, and the prior Administrative retiring Agent shall be discharged from its duties and obligations as Administrative Agent under the Credit Loan Documents, and each Lender shall execute the documents that any Lender, the resigning Administrative Agent or the successor Administrative Agent reasonably requests to reflect the change. After any Administrative retiring Agent's ’s resignation hereunder as the Administrative Agent under the Credit Documentsan Agent, the provisions of this section Article shall inure to its benefit as to any actions taken or not omitted to be taken by it while it was the Administrative an Agent under the Credit Loan Documents, and Section 10.3 and Section 10.4 shall continue to inure to its benefit.

Successor. The Administrative Agent, the Syndication Agent may, subject (and the Collateral Agent may resign as such at any time no Event of Default or Potential Default has occurred and is continuing) to the Borrower's prior written consent that may not be unreasonably withheld, assign all of its Rights and obligations as the Administrative Agent under the Credit Documents to any of its Affiliates, which Affiliate shall then be the successor Administrative Agent under the Credit Documents. The Administrative Agent may also, upon 30 days' prior notice to the Borrower, voluntarily resign. If the initial or any successor Administrative Agent ever ceases to be a party to this Agreement or if the initial or any successor Administrative Agent ever resigns, then the Required Lenders shall (which, if no Event of Default or Potential Default has occurred and is continuing, is subject to the Borrower's approval that may not be unreasonably withheld) appoint the successor Administrative Agent from among the Lenders (other than the resigning Administrative Agent). If the Required Lenders fail to appoint a successor Administrative Agent within 30 days after the resigning Administrative Agent has given notice of resignation, then the resigning Administrative Agent may, on behalf of the Lenders, upon at least 30 days prior notice to the Borrower, the Syndication Agent and all Term Loan Lenders and, in the case of the Administrative Agent, the Collateral Agent, and in the case of the Collateral Agent, the Administrative Agent. If the Administrative Agent, the Syndication Agent or the Collateral Agent at any time shall resign, the Required Term Loan Lenders may, with the prior consent of the Borrower and the Syndication Agent (which consents shall not be unreasonably withheld or delayed), appoint another Lender as a successor Administrative Agent or Collateral Agent which shall thereupon become the Administrative Agent, Syndication Agent or the Collateral Agent hereunder. If no successor Administrative Agent, Syndication Agent or Collateral Agent shall have been so appointed by the Required Term Loan Lenders, and shall have accepted such appointment, within 30 days after the retiring Administrative Agent's, Syndication Agent's or Collateral Agent's giving notice of resignation, then the retiring Administrative Agent, Syndication Agent or Collateral Agent may, on behalf of the Term Loan Lenders, appoint a successor Administrative Agent or Collateral Agent, subject (at any time no Event which shall be one of Default the Lenders or Potential Default has occurred and is continuing) to the Borrower's prior written consent that may not be unreasonably withheld, which must be a commercial bank banking institution organized under the laws of the United States or a United States branch or agency of a commercial banking institution, and having a combined capital and surplus of at least $1,000,000,000 (500,000,000. Notwithstanding the foregoing, for so long as shown on ABN shall act as Administrative Agent, if no successor Administrative Agent has been named and accepted its most recently published statement appointment as Administrative Agent, then ABN shall be permitted to resign and the Syndication Agent or the Collateral Agent shall succeed to the responsibilities of condition)ABN as Administrative Agent; provided, that at no time during the period commencing with the Administrative Agent tendering its notice of resignation and ending at the time that a successor Administrative Agent is named, may DLJ resign as either the Syndication Agent or Collateral Agent. Upon its the acceptance of any appointment as Administrative Agent, Syndication Agent or Collateral Agent hereunder by a successor Administrative Agent, the Syndication Agent or Collateral Agent, such successor Administrative Agent, Syndication Agent or Collateral Agent shall be entitled to receive from the retiring Administrative Agent, Syndication Agent or Collateral Agent such documents of transfer and assignment as such successor Administrative Agent, Syndication Agent or Collateral Agent may reasonably request, and shall thereupon succeed to and become vested with all rights, powers, privileges and duties of the Rights of the prior retiring Administrative Agent, Syndication Agent or Collateral Agent, and the prior retiring Administrative Agent, Syndication Agent or Collateral Agent shall be discharged from its duties and obligations as Administrative Agent under the Credit Documents, and each Lender shall execute the documents that any Lender, the resigning Administrative Agent or the successor Administrative Agent reasonably requests to reflect the changethis Agreement. After any retiring Administrative Agent's, retiring Syndication Agent's or Collateral Agent's resignation hereunder as the Administrative Agent, Syndication Agent under the Credit Documentsor Collateral Agent, the provisions of of (a) this section Article IX shall inure to its benefit as to any actions taken or not omitted to be taken by it the retiring Administrative Agent, retiring Syndication Agent or retiring Collateral Agent while it was the Administrative Agent, the Syndication Agent or the Collateral Agent under the Credit Documentsthis Agreement; and (b) Section 10.3 and Section 10.4 shall continue to inure to its benefit.

Successor. The Administrative Each Syndication Agent may, subject (at any time no Event of Default or Potential Default has occurred and is continuing) may resign as such upon one Business Day’s notice to the Borrower's prior written consent that may not be unreasonably withheld, assign all of its Rights Borrower and obligations as the Administrative Agent under the Credit Documents to any of its Affiliates, which Affiliate shall then be the successor Administrative Agent under the Credit DocumentsAgent. The Administrative Agent may also, resign as such at any time upon at least 30 days' days prior notice to the Borrower, voluntarily resignBorrower and all Lenders. If the initial or any successor Administrative Agent ever ceases to be a party to this Agreement or if the initial or at any successor Administrative Agent ever resignstime shall resign, then the Required Lenders may, with the prior consent of the Borrower (which consent shall (which, if no Event of Default or Potential Default has occurred and is continuing, is subject to the Borrower's approval that may not be unreasonably withheld) ), appoint the successor Administrative Agent from among the Lenders (other than the resigning Administrative Agent). If the Required Lenders fail to appoint another Lender as a successor Administrative Agent which shall thereupon become the Administrative Agent hereunder. If no successor Administrative Agent shall have been so appointed by the Required Lenders, and shall have accepted such appointment, within 30 days after the resigning retiring Administrative Agent has given Agent’s giving notice of resignation, then the resigning retiring Administrative Agent may, on behalf of the Lenders, upon 30 days prior notice to the Borrower, appoint a successor Administrative Agent, subject (at any time no Event which shall be one of Default the Lenders or Potential Default has occurred and is continuing) to the Borrower's prior written consent that may not be unreasonably withheld, which must be a commercial bank banking institution organized under the laws of the U.S. (or any State thereof) or a U.S. branch or agency of a commercial banking institution, and having a combined capital and surplus of at least $1,000,000,000 (250,000,000; provided, however, that if, such retiring Administrative Agent is unable to find a commercial banking institution which is willing to accept such appointment and which meets the qualifications set forth in above, the retiring Administrative Agent’s resignation shall nevertheless thereupon become effective and the Lenders shall assume and perform all of the duties of the Administrative Agent hereunder until such time, if any, as shown on its most recently published statement of condition)the Required Lenders appoint a successor as provided for above. Upon its the acceptance of any appointment as Administrative Agent hereunder by a successor Administrative Agent, the such successor Administrative Agent shall be entitled to receive from the retiring Administrative Agent such documents of transfer and assignment as such successor Administrative Agent may reasonably request, and shall thereupon succeed to and become vested with all rights, powers, privileges and duties of the Rights of the prior retiring Administrative Agent, and the prior retiring Administrative Agent shall be discharged from its duties and obligations as Administrative Agent under the Credit Documents, and each Lender shall execute the documents that any Lender, the resigning Administrative Agent or the successor Administrative Agent reasonably requests to reflect the changethis Agreement. After any retiring Administrative Agent's ’s resignation hereunder as the Administrative Agent under the Credit DocumentsAgent, the provisions of of (a) this section Article X shall inure to its benefit as to any actions taken or not omitted to be taken by it while it was the Administrative Agent under the Credit Documentsthis Agreement; and (b) Section 11.3 and Section 11.4 shall continue to inure to its benefit.

Successor. The Administrative Agent may, subject (at any time no Event of Default or Potential Default has occurred and is continuing) to the Borrower's prior written consent that may not be unreasonably withheld, assign all of its Rights and obligations as the Administrative Agent under the Credit Documents to any of its Affiliates, which Affiliate shall then be the successor Administrative Agent under the Credit Documents. The Administrative Agent may also, upon 30 days' days prior notice to the Borrower, voluntarily resign. If the initial or any successor Administrative Agent ever ceases to be a party to this Agreement agreement or if the initial or any successor Administrative Agent ever resigns, resigns then the Required Lenders shall (which, if no Event of Default or Potential Default has occurred and is continuingexists, is subject to the Borrower's approval that may not be unreasonably withheld) appoint the successor Administrative Agent from among the Lenders (other than the resigning Administrative Agent). If the Required Lenders fail to appoint a successor Administrative Agent within 30 days after the resigning Administrative Agent has given notice of resignation, then the resigning Administrative Agent may, on behalf of the Lenders, upon 30 days prior notice to the Borrower, appoint a successor Administrative Agent, subject (at any time no Event of Default or Potential Default has occurred and is continuing) to the Borrower's prior written consent that may not be unreasonably withheld, which must be a commercial bank having a combined capital and surplus of at least $1,000,000,000 (as shown on its most recently published statement of condition). Upon its acceptance of appointment as successor Administrative Agent, the successor Administrative Agent shall succeed succeeds to and become becomes vested with all of the Rights of the prior Administrative Agent, and the prior Administrative Agent shall be is discharged from its duties and obligations as of Administrative Agent under the Credit Documents, and each Lender shall execute the documents that any Lender, the resigning Administrative Agent Agent, or the successor Administrative Agent reasonably requests request to reflect the change. After any Administrative Agent's resignation as the Administrative Agent under the Credit Documents, the provisions of this section inure to its benefit as to any actions taken or not taken by it while it was the Administrative Agent under the Credit Documents.

Successor. The Administrative Agent may, subject (at any time no Event of Default or Potential Default has occurred and is continuing) to the Borrower's ’s prior written consent that may not be unreasonably withheld, assign all of its Rights rights and obligations as the Administrative Agent under the Credit Loan Documents to any of its Affiliates, which Affiliate shall then be the successor Administrative Agent under the Credit Loan Documents. The Administrative Agent may also, upon 30 days' ’ prior notice to the Borrower, voluntarily resign. If the initial or any successor Administrative Agent ever ceases to be a party to this Agreement or if the initial or any successor Administrative Agent ever resigns, then the Required Lenders shall (which, if no Event of Default or Potential Default has occurred and is continuing, is subject to the Borrower's ’s approval that may not be unreasonably withheld) appoint the successor Administrative Agent from among the Lenders (other than the resigning Administrative Agent). If the Required Lenders fail to appoint a successor Administrative Agent within 30 days after the resigning Administrative Agent has given notice of resignation, then the resigning Administrative Agent may, on behalf of the Lenders, upon 30 thirty (30) days prior notice to the Borrower, appoint a successor Administrative Agent, subject (at any time no Event of Default or Potential Default has occurred and is continuing) to the Borrower's ’s prior written consent that may not be unreasonably withheld, which must be a commercial bank having a combined capital and surplus of at least $1,000,000,000 (as shown on its most recently published statement of condition). Upon its acceptance of appointment as successor Administrative Agent, the successor Administrative Agent shall succeed to and become vested with all of the Rights rights of the prior Administrative Agent, and the prior Administrative Agent shall be discharged from its duties and obligations as Administrative Agent under the Credit Loan Documents, and each Lender shall execute the documents that any Lender, the resigning Administrative Agent or the successor Administrative Agent reasonably requests to reflect the change. After any Administrative Agent's ’s resignation as the Administrative Agent under the Credit Loan Documents, the provisions of this section inure to its benefit as to any actions taken or not taken by it while it was the Administrative Agent under the Credit Loan Documents.

Successor. The Administrative Syndication Agent may, subject (at any time no Event of Default or Potential Default has occurred and is continuing) may resign as such upon one Business Day's notice to the Borrower's prior written consent that may not be unreasonably withheld, assign all of its Rights Borrower and obligations as the Administrative Agent under the Credit Documents to any of its Affiliates, which Affiliate shall then be the successor Administrative Agent under the Credit DocumentsAgent. The Administrative Agent may also, resign as such at any time upon at least 30 days' prior notice to the Borrower, voluntarily resignBorrower and all Lenders. If the initial or any successor Administrative Agent ever ceases to be a party to this Agreement or if the initial or at any successor Administrative Agent ever resignstime shall resign, then the Required Lenders may, with the prior consent of the Borrower (which consent shall (which, if no Event of Default or Potential Default has occurred and is continuing, is subject to the Borrower's approval that may not be unreasonably withheld) ), appoint the successor Administrative Agent from among the Lenders (other than the resigning Administrative Agent). If the Required Lenders fail to appoint another Lender as a successor Administrative Agent which shall thereupon become the Administrative Agent hereunder. If no successor Administrative Agent shall have been so appointed by the Required Lenders, and shall have accepted such appointment, within 30 days after the resigning retiring Administrative Agent has given Agent's giving notice of resignation, then the resigning retiring Administrative Agent may, on behalf of the Lenders, upon 30 days prior notice to the Borrower, appoint a successor Administrative Agent, subject (at any time no Event which shall be one of Default the Lenders or Potential Default has occurred and is continuing) to the Borrower's prior written consent that may not be unreasonably withheld, which must be a commercial bank banking institution organized under the laws of the United States or a United States branch or agency of a commercial banking institution, and having a combined capital and surplus of at least $1,000,000,000 (as shown on its most recently published statement of condition)500,000,000. Upon its the acceptance of any appointment as Administrative Agent hereunder by a successor Administrative Agent, the such successor Administrative Agent shall be entitled to receive from the retiring Administrative Agent such documents of transfer and assignment as such successor Administrative Agent may reasonably request, and shall thereupon succeed to and become vested with all rights, powers, privileges and duties of the Rights of the prior retiring Administrative Agent, and the prior retiring Administrative Agent shall be discharged from its duties and obligations as Administrative Agent under the Credit Documents, and each Lender shall execute the documents that any Lender, the resigning Administrative Agent or the successor Administrative Agent reasonably requests to reflect the changethis Agreement. After any Administrative Agent's resignation as the Administrative Agent under the Credit Documents, the provisions of this section inure to its benefit as to any actions taken or not taken by it while it was the Administrative Agent under the Credit Documents.retiring

Successor. The Administrative Agent, the Syndication Agent may, subject (and the Collateral Agent may resign as such at any time no Event of Default or Potential Default has occurred and is continuing) to the Borrower's prior written consent that may not be unreasonably withheld, assign all of its Rights and obligations as the Administrative Agent under the Credit Documents to any of its Affiliates, which Affiliate shall then be the successor Administrative Agent under the Credit Documents. The Administrative Agent may also, upon at least 30 days' prior notice to the BorrowerRevolving Credit Borrowers, voluntarily resignthe Syndication Agent, all Revolving Credit Lenders and, in the case of the Administrative Agent, the Collateral Agent, and, in the case of the Collateral Agent, the Administrative Agent. If the initial Administrative Agent, the Syndication Agent or the Collateral Agent at any successor Administrative Agent ever ceases to be a party to this Agreement or if the initial or any successor Administrative Agent ever resignstime shall resign, then the Required Revolving Credit Lenders may, with the prior consent of the Revolving Credit Borrowers and the Syndication Agent (which consents shall (which, if no Event of Default or Potential Default has occurred and is continuing, is subject to the Borrower's approval that may not be unreasonably withheld) withheld or delayed), appoint the successor Administrative Agent from among the Lenders (other than the resigning Administrative Agent). If the Required Lenders fail to appoint another Lender as a successor Administrative Agent or the Collateral Agent which shall thereupon become the Administrative Agent or the Collateral Agent hereunder. If no successor Administrative Agent, Syndication Agent or Collateral Agent shall have been so appointed by the Required Revolving Credit Lenders, and shall have accepted such appointment, within 30 days after the resigning retiring Administrative Agent has given Agent's, Syndication Agent's or Collateral Agent's giving notice of resignation, then the resigning retiring Administrative Agent, Syndication Agent or Collateral Agent may, on behalf of the Revolving Credit Lenders, upon 30 days prior notice to the Borrower, appoint a successor Administrative Agent, subject (at any time no Event of Default Syndication Agent or Potential Default has occurred and is continuing) to the Borrower's prior written consent that may not be unreasonably withheldCollateral Agent, which must shall be one of the Lenders or a commercial bank banking institution organized under the laws of the United States or a United States branch or agency of a commercial banking institution, and having a combined capital and surplus of at least $1,000,000,000 (500,000,000. Notwithstanding the foregoing, for so long as shown on ABN shall act as Administrative Agent, if no successor Administrative Agent has been named and accepted its most recently published statement appointment as Administrative Agent, then ABN shall be permitted to resign and the Syndication Agent or the Collateral Agent shall succeed to the responsibilities of condition)ABN as Administrative Agent; provided, that at no time during the period commencing with the Administrative Agent tendering its notice of resignation and ending at the time that a successor Administrative Agent is named, may DLJ resign as either the Syndication Agent or the Collateral Agent. Upon its the acceptance of any appointment as Administrative Agent, Syndication Agent or Collateral Agent hereunder by a successor Administrative Agent, the Syndication Agent or Collateral Agent, such successor Administrative Agent, Syndication Agent or Collateral Agent shall be entitled to receive from the retiring Administrative Agent, Syndication Agent or Collateral Agent such documents of transfer and assignment as such successor Administrative Agent, Syndication Agent or Collateral Agent may reasonably request, and shall thereupon succeed to and become vested with all rights, powers, privileges and duties of the Rights of the prior retiring Administrative Agent, Syndication Agent or Collateral Agent, and the prior retiring Administrative Agent or Collateral Agent shall be discharged from its duties and obligations as Administrative Agent under the Credit Documents, and each Lender shall execute the documents that any Lender, the resigning Administrative Agent or the successor Administrative Agent reasonably requests to reflect the changethis Agreement. After any retiring Administrative Agent's, Syndication Agent's or Collateral Agent's resignation hereunder as the Administrative Agent, Syndication Agent under the Credit Documentsor Collateral Agent, the provisions of this section inure to its benefit as to any actions taken or not taken by it while it was the Administrative Agent under the Credit Documents.of

Successor. The Administrative Agent may, subject (may resign as such at any time no upon at least 30 days’ prior notice to the Borrower and all Lenders, provided that any such resignation shall not become effective until a successor Administrative Agent for such resigning Administrative Agent has been appointed as provided in this Section 11.4 and such successor Administrative Agent has accepted such appointment. If the Administrative Agent at any time shall resign, the Required Lenders shall, subject to the consent of the Borrower and FEC, in its capacity as Tranche A Lender (such consent not to be unreasonably withheld in either case), appoint another Lender as a successor to the Administrative Agent which shall thereupon become the Administrative Agent’s successor hereunder (provided that the Required Lenders shall, subject to the consent of the Borrower unless an Event of Default or Potential Default has a Prepayment Event shall have occurred and is continuing) be continuing (such consent not to the Borrower's prior written consent that may not be unreasonably withheld, assign all of its Rights and obligations as the Administrative Agent under the Credit Documents to any of its Affiliates, which Affiliate shall then be the successor Administrative Agent under the Credit Documents. The Administrative Agent may also, upon 30 days' prior notice to the Borrower, voluntarily resign. If the initial or any successor Administrative Agent ever ceases to be a party to this Agreement or if the initial or any successor Administrative Agent ever resigns, then the Required Lenders shall (which, if no Event of Default or Potential Default has occurred and is continuing, is subject to the Borrower's approval that may not be unreasonably withheld) appoint and subject also to the consent of Finnvera (such consent not to be unreasonably withheld) offer to each of the other Tranche B Lenders in turn, in the order of their respective Tranche B Commitment Amounts, the right to become successor Administrative Agent from among the Lenders (other than the resigning Administrative Agent). If the Required Lenders fail to appoint a no successor Administrative Agent for the resigning Administrative Agent shall have been so appointed by the Required Lenders, and shall have accepted such appointment, within 30 days after the resigning Administrative Agent has given Agent’s giving notice of resignation, then the resigning Administrative Agent may, on behalf of the Lenders, upon 30 days prior notice to the Borrower, appoint a successor Administrative Agent, subject (at any time no Event which shall be one of Default the Lenders or Potential Default has occurred and is continuing) to the Borrower's prior written consent that may not be unreasonably withheld, which must be a commercial bank banking institution having a combined capital and surplus of at least $1,000,000,000 500,000,000 (or the equivalent in other currencies), subject, in each case, to the consent of the Borrower and FEC, in its capacity as shown on its most recently published statement of conditionTranche A Lender (such consent not to be unreasonably withheld in either case). Upon its the acceptance of any appointment as Administrative Agent hereunder by a successor Administrative Agent, the such successor Administrative Agent shall be entitled to receive from the resigning Administrative Agent such documents of transfer and assignment as such successor Administrative Agent may reasonably request, and shall thereupon succeed to and become vested with all rights, powers, privileges and duties of the Rights of the prior resigning Administrative Agent, and the prior resigning Administrative Agent shall be discharged from its duties and obligations under this Agreement. If no successor shall have accepted its appointment as Administrative Agent under hereunder within 30 days after the Credit Documents, and each Lender shall execute the documents that any Lender, resignation of the resigning Administrative Agent or then the successor Required Lenders shall cooperate in good faith to execute the duties of the Administrative Agent reasonably requests hereunder and under the Supplemental Agreement and the other Loan Documents and shall be entitled to reflect the changerights and indemnities of the Administrative Agent hereunder and the resigning Administrative Agent’s resignation shall be effective upon such date and it shall thereupon be discharged from all of its duties and obligations under this Agreement and the other Loan Documents. After any resigning Administrative Agent's ’s resignation hereunder as the Administrative Agent under the Credit DocumentsAgent, the provisions of of: (a) this section Article XI shall inure to its benefit as to any actions taken or not omitted to be taken by it while it was the Administrative Agent under this Agreement; and (b) Section 12.3 and Section 12.4 shall continue to inure to its benefit. If a Lender acting as the Credit DocumentsAdministrative Agent assigns its Loan to one of its Affiliates, the Administrative Agent may, subject to the consent of the Borrower (such consent not to be unreasonably withheld) assign its rights and obligations as Administrative Agent to such Affiliate.

Successor. The Administrative Agent may, subject (Lender may resign as such at any time no Event of Default or Potential Default has occurred and is continuing) to the Borrower's prior written consent that may not be unreasonably withheld, assign all of its Rights and obligations as the Administrative Agent under the Credit Documents to any of its Affiliates, which Affiliate shall then be the successor Administrative Agent under the Credit Documents. The Administrative Agent may also, upon at least 30 days' days prior notice to the Borrower, voluntarily resignBorrowers' Agent and all Lenders. If the initial or Administrative Lender at any successor Administrative Agent ever ceases to be a party to this Agreement or if the initial or any successor Administrative Agent ever resignstime shall resign, then the Required Lenders shall (which, if no Event of Default or Potential Default has occurred and is continuing, is subject to the Borrower's approval that may not be unreasonably withheld) appoint the successor Administrative Agent from among the Lenders (other than the resigning Administrative Agent). If the Required Lenders fail to appoint another Lender as a successor Administrative Agent Lender which shall thereupon become Administrative Lender hereunder. If no successor Administrative Lender shall have been so appointed by the Required Lenders, and shall have accepted such appointment, within 30 days after the resigning retiring Administrative Agent has given Lender's giving notice of resignation, then the resigning retiring Administrative Agent Lender may, on behalf of the Lenders, upon 30 days prior notice to the Borrower, appoint a successor Administrative Agent, subject (at any time no Event of Default or Potential Default has occurred and is continuing) to the Borrower's prior written consent that may not be unreasonably withheldLender, which must shall be one of the Lenders or a commercial bank banking institution organized under the laws of the United States (or any State thereof) or a U.S. branch or agency of a commercial banking institution, and having a combined capital and surplus of at least $1,000,000,000 (as shown on its most recently published statement of condition)500,000,000. Upon its the acceptance of any appointment as Administrative Lender hereunder by a successor Administrative AgentLender, the such successor Administrative Lender shall give Borrowers' Agent notice of such acceptance, shall be entitled to receive from the retiring Administrative Lender such documents of transfer and assignment as such successor Administrative Lender may reasonably request, and shall thereupon succeed to and become vested with all rights, powers, privileges and duties of the Rights of the prior retiring Administrative AgentLender, and the prior retiring Administrative Agent Lender shall be discharged from its duties and obligations as Administrative Agent under the Credit Loan Documents, and each Lender shall execute the documents that any Lender, the resigning Administrative Agent or the successor Administrative Agent reasonably requests to reflect the change. After any retiring Administrative AgentLender's resignation hereunder as the Administrative Agent under the Credit DocumentsLender, the provisions of (a) this section Article XII shall inure to its benefit as to any actions taken or not omitted to be taken by it while it was the Administrative Agent Lender under the Credit Documentsthis Agreement; and (b) Section 13.2 and Section 13.3 shall continue to inure to its benefit.

Successor. The Administrative Agent may, subject (Lender may resign as such at any time no Event of Default or Potential Default has occurred and is continuing) to the Borrower's prior written consent that may not be unreasonably withheld, assign all of its Rights and obligations as the Administrative Agent under the Credit Documents to any of its Affiliates, which Affiliate shall then be the successor Administrative Agent under the Credit Documents. The Administrative Agent may also, upon at least 30 days' days prior notice to the Borrower, voluntarily resignBorrowers’ Agent and all Lenders. If the initial or Administrative Lender at any successor Administrative Agent ever ceases to be a party to this Agreement or if the initial or any successor Administrative Agent ever resignstime shall resign, then the Required Lenders shall (which, if no Event of Default or Potential Default has occurred and is continuing, is subject to the Borrower's approval that may not be unreasonably withheld) appoint the successor Administrative Agent from among the Lenders (other than the resigning Administrative Agent). If the Required Lenders fail to appoint another Lender as a successor Administrative Agent Lender which shall thereupon become Administrative Lender hereunder. If no successor Administrative Lender shall have been so appointed by the Required Lenders, and shall have accepted such appointment, within 30 days after the resigning retiring Administrative Agent has given Lender’s giving notice of resignation, then the resigning retiring Administrative Agent Lender may, on behalf of the Lenders, upon 30 days prior notice to the Borrower, appoint a successor Administrative Agent, subject (at any time no Event of Default or Potential Default has occurred and is continuing) to the Borrower's prior written consent that may not be unreasonably withheldLender, which must shall be one of the Lenders or a commercial bank banking institution organized under the laws of the United States (or any State thereof) or a U.S. branch or agency of a commercial banking institution, and having a combined capital and surplus of at least $1,000,000,000 (as shown on its most recently published statement of condition)500,000,000. Upon its the acceptance of any appointment as Administrative Lender hereunder by a successor Administrative AgentLender, the such successor Administrative Lender shall give Borrowers’ Agent notice of such acceptance, shall be entitled to receive from the retiring Administrative Lender such documents of transfer and assignment as such successor Administrative Lender may reasonably request, and shall thereupon succeed to and become vested with all rights, powers, privileges and duties of the Rights of the prior retiring Administrative AgentLender, and the prior retiring Administrative Agent Lender shall be discharged from its duties and obligations as Administrative Agent under the Credit Loan Documents, and each Lender shall execute the documents that any Lender, the resigning Administrative Agent or the successor Administrative Agent reasonably requests to reflect the change. After any retiring Administrative Agent's Lender’s resignation hereunder as the Administrative Agent under the Credit DocumentsLender, the provisions of (a) this section Article XII shall inure to its benefit as to any actions taken or not omitted to be taken by it while it was the Administrative Agent Lender under the Credit Documentsthis Agreement; and (b) Section 13.2 and Section 13.3 shall continue to inure to its benefit.

Successor. The Administrative Any Agent may, subject (may resign as such at any time no Event of Default or Potential Default has occurred and is continuing) to the Borrower's prior written consent that may not be unreasonably withheld, assign all of its Rights and obligations as the Administrative Agent under the Credit Documents to any of its Affiliates, which Affiliate shall then be the successor Administrative Agent under the Credit Documents. The Administrative Agent may also, upon at least 30 days' prior notice to the Borrower, voluntarily resignBorrower and all Lenders. If the initial or any successor Administrative Agent ever ceases to be a party to this Agreement or if the initial or at any successor Administrative Agent ever resignstime shall resign, then the Required Lenders shall (which, if no Event of Default or Potential Default has occurred and is continuing, is subject to the Borrower's approval that may not be unreasonably withheld) appoint the successor Administrative Agent from among the Lenders (other than the resigning Administrative Agent). If the Required Lenders fail to appoint another Lender as a successor Administrative Agent which shall thereupon become the Administrative Agent hereunder. If no successor Administrative Agent shall have been so appointed by the Required Lenders and shall have accepted such appointment within 30 days after the resigning retiring Administrative Agent has given Agent's giving notice of resignation, then the resigning retiring Administrative Agent may, on behalf of the Lenders, upon 30 days prior notice to the Borrower, appoint a successor Administrative Agent, subject (at any time no Event which shall be one of Default the Lenders or Potential Default has occurred and is continuing) to the Borrower's prior written consent that may not be unreasonably withheld, which must be a commercial bank banking institution organized under the laws of the U.S. (or any State thereof) or a U.S. branch or agency of a commercial banking institution, and having a combined capital and surplus of at least $1,000,000,000 (250.0 million to act as shown on its most recently published statement Administrative Agent until such time, if any, as the Required Lenders appoint a successor Administrative Agent as provided above; provided, however, that if such retiring Administrative Agent is unable to find a commercial banking institution which is willing to accept such appointment and which meets the qualifications set forth in above, the retiring Administrative Agent's resignation shall nevertheless thereupon become effective and the Lenders shall assume and perform all of condition)the duties of the Administrative Agent hereunder until such time, if any, as the Required Lenders appoint a successor as provided for above. The appointment of any successor Administrative Agent pursuant to the preceding sentence shall require the consent of Borrower, which consent shall not be unreasonably withheld or delayed and which consent shall not be required if a Default has occurred and is then continuing. Upon its the acceptance of any appointment as Administrative Agent hereunder by a successor Administrative Agent, the such successor Administrative Agent shall be entitled to receive from the retiring Administrative Agent such documents of transfer and assignment as such successor Administrative Agent may reasonably request, and shall thereupon succeed to and become vested with all rights, powers, privileges and duties of the Rights of the prior retiring Administrative Agent, and the prior retiring Administrative Agent shall be discharged from its duties and obligations as Administrative Agent under the Credit Loan Documents, and each Lender shall execute the documents that any Lender, the resigning Administrative Agent or the successor Administrative Agent reasonably requests to reflect the change. After any retiring Administrative Agent's resignation hereunder as the Administrative Agent under the Credit DocumentsAgent, the provisions of this section subsection 9.3 shall inure to its benefit as to any actions taken or not omitted to be taken by it while it was the Administrative Agent under the Credit DocumentsLoan Documents and shall continue to inure to its benefit.

Successor. The Administrative Agent may, subject (at any time no Event of Default or Potential Default has occurred and is continuing) to the Borrower's prior written consent that may not be unreasonably withheld, assign all of its Rights and obligations as the Administrative Agent under the Credit Loan Documents to any of its Affiliates, which Affiliate shall then be the successor Administrative Agent under the Credit Loan Documents. The Administrative Agent may also, upon 30 also voluntarily resign by giving thirty (30) days' prior written notice to Borrowers and Lenders, and shall resign upon the Borrowerrequest of the Required Lenders for cause (i.e., voluntarily resignAdministrative Agent is continuing to fail to perform its responsibilities as Administrative Agent under the Loan Documents). If the initial or any successor Administrative Agent ever ceases to be a party to this Agreement or if the initial or any successor Administrative Agent ever resignsresigns (whether voluntarily or at the request of the Required Lenders), then the Required Lenders shall (which, if no Event of Default or Potential Default has occurred and is continuingexists, is subject to the Borrower's Borrowers' approval that may not be unreasonably withheld) appoint the successor Administrative Agent from among the Lenders (other than the resigning Administrative Agent). If the Required Lenders fail to appoint a successor Administrative Agent within 30 thirty (30) days after the resigning Administrative Agent has given notice of resignationresignation or the Required Lenders have removed the resigning Administrative Agent, then the resigning Administrative Agent may, on behalf of the Lenders, upon 30 days prior notice to the Borrower, appoint a successor Administrative AgentAgent (which, subject (at any time if no Event of Default or Potential Default has occurred and exists, is continuing) subject to the Borrower's prior written consent Borrowers' approval that may not be unreasonably withheld), which must be a commercial bank or other licensed financial institution having a combined capital and surplus of at least $1,000,000,000 (as shown on its most recently published statement of condition). ) and whose debt obligations (or whose parent's debt obligations) are rated not less than Baa1 by Moodx'x xx BBB+ by S & P. Upon its acceptance of appointment as successor Administrative Agent, the successor Administrative Agent shall succeed succeeds to and become becomes vested with all of the Rights of the prior Administrative Agent, and the prior Administrative Agent shall be is discharged from its duties and obligations as of Administrative Agent under the Credit Loan Documents, and each Lender shall execute the documents that any Lender, the resigning or removed Administrative Agent Agent, or the successor Administrative Agent reasonably requests request to reflect the change. After any Administrative Agent's resignation or removal as the Administrative Agent under the Credit Loan Documents, the provisions of this section Section inure to its benefit as to any actions taken or not taken by it while it was the Administrative Agent under the Credit Loan Documents. If Borrowers fail to respond to any written request for any consent required in this SECTION 12.1(B) within five (5) Business Days after the date that Borrowers receive such request, then Borrowers shall be deemed to have given its consent to such request.

Successor. The Administrative Agent may, subject (at any time no Event of Default or Potential Default has occurred and is continuing) to the Borrower's prior written consent that may not be unreasonably withheld, assign all of its Rights and obligations as the Administrative Agent under the Credit Documents to any of its Affiliates, which Affiliate shall then be the successor Administrative Agent under the Credit Documents. The Administrative Agent may also, resign as such at any time upon 30 at least thirty (30) days' prior notice to the Borrower, voluntarily resignBorrowers and all Lenders. If the initial or any successor Administrative Agent ever ceases to be a party to this Agreement or if the initial or at any successor Administrative Agent ever resignstime shall resign, then the Required Lenders shall (which, if no Event of Default or Potential Default has occurred and is continuing, is subject to the Borrower's approval that may not be unreasonably withheld) appoint the successor Administrative Agent from among the Lenders (other than the resigning Administrative Agent). If the Required Lenders fail to appoint another Lender as a successor Administrative Agent which shall thereupon become the Administrative Agent hereunder. If no successor Administrative Agent shall have been so appointed by the Required Lenders, and shall have accepted such appointment, within 30 thirty (30) days after the resigning retiring Administrative Agent has given Agent's giving notice of resignation, then the resigning retiring Administrative Agent may, on behalf of the Lenders, upon 30 days prior notice to the Borrower, appoint a successor Administrative Agent, subject (at any time no Event which shall be one of Default the Lenders or Potential Default has occurred and is continuing) to the Borrower's prior written consent that may not be unreasonably withheld, which must be a commercial bank banking institution organized under the laws of the U.S. (or any State thereof) or a U.S. branch or agency of a commercial banking institution, and having a combined capital and surplus of at least $1,000,000,000 (as shown on its most recently published statement of condition)500,000,000. Upon its the acceptance of any appointment as Administrative Agent hereunder by a successor Administrative Agent, the such successor Administrative Agent shall be entitled to receive from the retiring Administrative Agent such documents of transfer and assignment as such successor Administrative Agent may reasonably request, and shall thereupon succeed to and become vested with all rights, powers, privileges and duties of the Rights of the prior retiring Administrative Agent, and the prior retiring Administrative Agent shall be discharged from its duties and obligations as Administrative Agent under this Agreement arising from and after the Credit Documents, and each Lender shall execute the documents that any Lender, the resigning Administrative Agent or the successor Administrative Agent reasonably requests to reflect the changeeffective date of such retirement. After any retiring Administrative Agent's resignation hereunder as the Administrative Agent under the Credit DocumentsAgent, the provisions of (a) this section Article IX shall inure to its benefit as to any actions taken or not omitted to be taken by it while it was the Administrative Agent under the Credit Documentsthis Agreement; and (b) Section 10.3 and Section 10.4 shall continue to inure to its benefit.

Successor. The Administrative Agent may, subject (at any time no Event of Default or Potential Default has occurred and is continuing) to the Borrower's prior written consent that may not be unreasonably withheld, assign all of its Rights and obligations as the Administrative Agent under the Credit Documents to any of its Affiliates, which Affiliate shall then be the successor Administrative Agent under the Credit Documents. The Administrative Agent may also, resign as such at any time upon at least 30 days' ’ prior notice to the BorrowerBorrower and all Lenders, voluntarily resignprovided that any such resignation shall not become effective until a successor Administrative Agent has been appointed as provided in this Section 10.5 and such successor Administrative Agent has accepted such appointment. If the initial or any successor Administrative Agent ever ceases to be a party to this Agreement or if the initial or at any successor Administrative Agent ever resignstime shall resign, then the Required Lenders shall (whichshall, if no Event of Default or Potential Default has occurred and is continuing, is subject to the Borrower's approval that may immediately preceding proviso and subject to the consent of the Borrower (such consent not to be unreasonably withheld) ), appoint another Lender as a successor to the successor Administrative Agent from among which shall thereupon become such Administrative Agent’s successor hereunder (provided that the Required Lenders shall, subject to the consent of the Borrower unless an Event or Default or a Prepayment Event shall have occurred and be continuing (such consent not to be unreasonably withheld or delayed) offer to each of the other than Lenders in turn, in the resigning order of their respective Percentages of the Loan, the right to become successor Administrative Agent). If the Required Lenders fail to appoint a no successor Administrative Agent shall have been so appointed by the Required Lenders, and shall have accepted such appointment, within 30 days after the resigning Administrative Agent has given Agent’s giving notice of resignation, then the resigning Administrative Agent may, on behalf of the Lenders, upon 30 days prior notice to the Borrower, appoint a successor Administrative Agent, subject (at any time no Event which shall be one of Default the Lenders or Potential Default has occurred and is continuing) to the Borrower's prior written consent that may not be unreasonably withheld, which must be a commercial bank banking institution having a combined capital and surplus of at least $1,000,000,000 (as shown on its most recently published statement or the equivalent in other currencies), subject, in each case, to the consent of conditionthe Borrower (such consent not to be unreasonably withheld). Upon its the acceptance of any appointment as Administrative Agent hereunder by a successor Administrative Agent, the such successor Administrative Agent shall be entitled to receive from the resigning Administrative Agent such documents of transfer and assignment as such successor Administrative Agent may reasonably request, and shall thereupon succeed to and become vested with all rights, powers, privileges and duties of the Rights of the prior resigning Administrative Agent, and the prior resigning Administrative Agent shall be discharged from its duties and obligations as Administrative Agent under the Credit Documents, and each Lender shall execute the documents that any Lender, the resigning Administrative Agent or the successor Administrative Agent reasonably requests to reflect the changethis Agreement. After any resigning Administrative Agent's ’s resignation hereunder as the Administrative Agent under the Credit DocumentsAgent, the provisions of of: (a) this section Article X shall inure to its benefit as to any actions taken or not omitted to be taken by it while it was the Administrative Agent under the Credit Documents.this Agreement; and

Successor. The Administrative Any Agent may, subject (may resign as such at any time no Event of Default or Potential Default has occurred and is continuing) to the Borrower's prior written consent that may not be unreasonably withheld, assign all of its Rights and obligations as the Administrative Agent under the Credit Documents to any of its Affiliates, which Affiliate shall then be the successor Administrative Agent under the Credit Documents. The Administrative Agent may also, upon at least 30 days' prior notice to the Borrower, voluntarily resignBorrower and all Lenders. If the initial or any successor Administrative Agent ever ceases to be a party to this Agreement or if the initial or at any successor Administrative Agent ever resignstime shall resign, then the Required Lenders shall (which, if no Event of Default or Potential Default has occurred and is continuing, is subject may appoint another Lender reasonably acceptable to the Borrower's approval that may not be unreasonably withheld) appoint Borrower as a successor to such Agent which shall thereupon become an Agent hereunder in such capacity as the successor Administrative Agent from among the Lenders (other than the resigning Administrative retiring Agent). If no successor Agent shall have been so appointed by the Required Lenders fail to appoint a successor Administrative Agent Lenders, and shall have accepted such appointment, within 30 days after the resigning Administrative Agent has given retiring Agent's giving notice of resignation, then the resigning Administrative retiring Agent may, on behalf of the Lenders, upon 30 days prior notice to the Borrower, appoint a successor Administrative Agent, subject (at any time no Event which shall be one of Default the Lenders or Potential Default has occurred and is continuing) to the Borrower's prior written consent that may not be unreasonably withheld, which must be a commercial bank banking institution organized under the laws of the U.S. (or any State thereof) or a U.S. branch or agency of a commercial banking institution, and having (x) a combined capital and surplus of at least $1,000,000,000 and (y) a credit rating of AA or better by Moodx'x xx a comparable rating by S&P; provided, however, that if, after expending all reasonable commercial efforts, such retiring Agent is unable to find a commercial banking institution which is willing to accept such appointment and which meets the qualifications set forth in item (y), such retiring Agent, shall be permitted to appoint as shown on its most recently published statement successor from all available commercial banking institutions willing to accept such appointment such institution having the highest credit rating of condition)all such available and willing institutions. Upon its the acceptance of any appointment as Agent hereunder by a successor Administrative Agent, the such successor Administrative Agent shall be entitled to receive from the retiring Agent such documents of transfer and assignment as such successor Agent may reasonably request, and shall thereupon succeed to and become vested with all rights, powers, privileges and duties of the Rights of the prior Administrative retiring Agent, and the prior Administrative retiring Agent shall be discharged from its duties and obligations as Administrative Agent under the Credit Documents, and each Lender shall execute the documents that any Lender, the resigning Administrative Agent or the successor Administrative Agent reasonably requests to reflect the changethis Agreement. After any Administrative retiring Agent's resignation hereunder as the Administrative Agent under the Credit DocumentsAgent, the provisions of this section Article shall inure to its benefit as to any actions taken or not omitted to be taken by it while it was the Administrative an Agent under the Credit Documentsthis Agreement, and Sections 10.3 and 10.4 shall continue to inure to its benefit.

Successor. The Administrative Agent may, subject (at any time no Event of Default or Potential Default has occurred and is continuing) to the Borrower's prior written consent that may not be unreasonably withheld, assign all of its Rights and obligations as the Administrative Agent under the Credit Documents to any of its Affiliates, which Affiliate shall then be the successor Administrative Agent under the Credit Documents. The Administrative Agent may alsoalso voluntarily resign and shall resign upon the request of Required Lenders for cause (i.e., upon 30 days' prior notice Administrative Agent is continuing to fail to perform its responsibilities as Administrative Agent under the Borrower, voluntarily resignCredit Documents). If the initial or any successor Administrative Agent ever ceases to be a party to this Agreement agreement or if the initial or any successor Administrative Agent ever resignsresigns (whether voluntarily or at the request of Required Lenders), then the Required Lenders shall (which, if no Event of Default or Potential Default has occurred and is continuingexists, is subject to the Borrower's approval that may not be unreasonably withheld) appoint the successor Administrative Agent from among the Lenders (other than the resigning Administrative Agent). If the Required Lenders fail to appoint a successor Administrative Agent within 30 days after the resigning Administrative Agent has given notice of resignationresignation or Required Lenders have removed the resigning Administrative Agent, then the resigning Administrative Agent maymay (subject, on behalf of the Lenders, upon 30 days prior notice to the Borrower, appoint a successor Administrative Agent, subject (at any time if no Event of Default or Potential Default has occurred and is continuing) exists, to the Borrower's prior written consent approval that may not be unreasonably withheld), on behalf of Lenders, appoint a successor Administrative Agent, which must be a commercial bank having a combined capital and surplus of at least $1,000,000,000 (as shown on its most recently published statement of condition). Upon its acceptance of appointment as successor Administrative Agent, the successor Administrative Agent shall succeed succeeds to and become becomes vested with all of the Rights of the prior Administrative Agent, and the prior Administrative Agent shall be is discharged from its duties and obligations as of Administrative Agent under the Credit Documents, and each Lender shall execute the documents that any Lender, the resigning or removed Administrative Agent Agent, or the successor Administrative Agent reasonably requests request to reflect the change. After any Administrative Agent's resignation or removal as the Administrative Agent under the Credit Documents, the provisions of this section inure to its benefit as to any actions taken or not taken by it while it was the Administrative Agent under the Credit Documents.

Successor. The Administrative Each Agent may, subject (may resign as such at any time no Event of Default or Potential Default has occurred and is continuing) to the Borrower's prior written consent that may not be unreasonably withheld, assign all of its Rights and obligations as the Administrative Agent under the Credit Documents to any of its Affiliates, which Affiliate shall then be the successor Administrative Agent under the Credit Documents. The Administrative Agent may also, upon at least 30 days' prior notice to the Borrower, voluntarily resignU.S. Borrower and all Lenders. If such Agent at any time shall resign, the initial or any Majority Lenders may appoint another Lender as a successor Administrative Agent ever ceases to be a party to this Agreement or if which shall thereupon become an Agent in the initial or any successor Administrative Agent ever resigns, then the Required Lenders shall (which, if no Event capacity of Default or Potential Default has occurred and is continuing, is subject to the Borrower's approval that may not be unreasonably withheld) appoint the successor Administrative Agent from among the Lenders (other than the resigning Administrative Agent)Agent hereunder. If no successor Agent shall have been so appointed by the Required Lenders fail to appoint a successor Administrative Agent Majority Lenders, and shall have accepted such appointment, within 30 days after the resigning Administrative Agent has given retiring Agent's giving notice of resignation, then the resigning Administrative retiring Agent may, on behalf of the Lenders, upon 30 days prior notice to the Borrower, appoint a successor Administrative Agent, subject (at any time no Event which shall be one of Default the Lenders or Potential Default has occurred and is continuing) to the Borrower's prior written consent that may not be unreasonably withheld, which must be a commercial bank banking institution organized under the laws of the U.S. (or any State thereof) or a U.S. branch or agency of a commercial banking institution, and having a combined capital and surplus of at least $1,000,000,000 (as shown on its most recently published statement of condition). Upon its acceptance of 500,000,000; provided, however, that if, any retiring Agent is unable to find a commercial banking institution which is willing to accept such appointment as successor Administrative Agentand which meets the qualifications set forth above, the successor Administrative Agent retiring Agent's resignation shall succeed to and nevertheless thereupon become vested with all of effective, the Rights of the prior Administrative Agent, and the prior Administrative retiring Agent shall be discharged from its duties and obligations as Administrative Agent under the Credit DocumentsTrade Documents and the Loan Documents and the Lenders shall (subject to any contrary terms in any Loan Document) assume and perform all of the duties of Agent hereunder or under the Loan Documents until such time, if any, as the Majority Lenders appoint a successor as provided above. Upon the acceptance of any appointment as an Agent hereunder by a successor Agent, such successor Agent shall be entitled to receive from the retiring Agent such documents of transfer and assignment as such successor Agent may reasonably request, and each Lender shall execute thereupon succeed to and become vested with all rights, powers, privileges and duties of the documents that any Lender, the resigning Administrative Agent or the successor Administrative Agent reasonably requests to reflect the changeretiring Agent. After any Administrative retiring Agent's resignation hereunder as the Administrative Agent under the Credit Documentsan Agent, the provisions of of (a) this section Article X shall inure to its benefit as to any actions taken or not omitted to be taken by it while it was the Administrative an Agent under this Agreement, the Credit Trade Documents and the Loan Documents; and (b) Section 11.3 and Section 11.4 shall continue to inure to its benefit.

Successor. The Administrative Syndication Agent may, subject (at any time no Event of Default or Potential Default has occurred may resign as such upon one Business Day's notice to WWI and is continuing) to the Borrower's prior written consent that may not be unreasonably withheld, assign all of its Rights and obligations as the Administrative Agent under the Credit Documents to any of its Affiliates, which Affiliate shall then be the successor Administrative Agent under the Credit DocumentsAgent. The Administrative Agent may also, resign as such at any time upon at least 30 days' days prior notice to the Borrower, voluntarily resignWWI and all Lenders. If the initial or any successor Administrative Agent ever ceases to be a party to this Agreement or if the initial or at any successor Administrative Agent ever resignstime shall resign, then the Required Lenders may, with the prior consent of WWI (which consent shall (which, if no Event of Default or Potential Default has occurred and is continuing, is subject to the Borrower's approval that may not be unreasonably withheld) ), appoint the successor Administrative Agent from among the Lenders (other than the resigning Administrative Agent). If the Required Lenders fail to appoint another Lender as a successor Administrative Agent which shall thereupon become the Administrative Agent hereunder. If no successor Administrative Agent shall have been so appointed by the Required Lenders, and shall have accepted such appointment, within 30 days after the resigning retiring Administrative Agent has given Agent's giving notice of resignation, then the resigning retiring Administrative Agent may, on behalf of the Lenders, upon 30 days prior notice to the Borrower, appoint a successor Administrative Agent, subject (at any time no Event which shall be one of Default the Lenders or Potential Default has occurred and is continuing) to the Borrower's prior written consent that may not be unreasonably withheld, which must be a commercial bank banking institution organized under the laws of the U.S. (or any State -95- 103 thereof) or a U.S. branch or agency of a commercial banking institution, and having a combined capital and surplus of at least $1,000,000,000 (250,000,000; provided, however, that if, such retiring Administrative Agent is unable to find a commercial banking institution which is willing to accept such appointment and which meets the qualifications set forth in above, the retiring Administrative Agent's resignation shall nevertheless thereupon become effective and the Lenders shall assume and perform all of the duties of the Administrative Agent hereunder until such time, if any, as shown on its most recently published statement of condition)the Required Lenders appoint a successor as provided for above. Upon its the acceptance of any appointment as Administrative Agent hereunder by a successor Administrative Agent, the such successor Administrative Agent shall be entitled to receive from the retiring Administrative Agent such documents of transfer and assignment as such successor Administrative Agent may reasonably request, and shall thereupon succeed to and become vested with all rights, powers, privileges and duties of the Rights of the prior retiring Administrative Agent, and the prior retiring Administrative Agent shall be discharged from its duties and obligations as Administrative Agent under the Credit Documents, and each Lender shall execute the documents that any Lender, the resigning Administrative Agent or the successor Administrative Agent reasonably requests to reflect the changethis Agreement. After any retiring Administrative Agent's resignation hereunder as the Administrative Agent under the Credit DocumentsAgent, the provisions of of (a) this section Article X shall inure to its benefit as to any actions taken or not omitted to be taken by it while it was the Administrative Agent under the Credit Documentsthis Agreement; and (b) Section 11.3 and Section 11.4 shall continue to inure to its benefit.

Successor. The Administrative Agent may, subject (Any of the Credit Agents may resign from its agency position at any time no Event of Default or Potential Default has occurred and is continuing) to the Borrower's prior written consent that may not be unreasonably withheld, assign all of its Rights and obligations as the Administrative Agent under the Credit Documents to any of its Affiliates, which Affiliate shall then be the successor Administrative Agent under the Credit Documents. The Administrative Agent may also, upon at least 30 days' prior notice to the Borrower, voluntarily resignBorrower and all Lenders. If any of the initial or Credit Agents at any successor Administrative Agent ever ceases to be a party to this Agreement or if the initial or any successor Administrative Agent ever resignstime shall resign, then the Required Lenders shall may, upon at least 3 days' (which, if no Event so long as one of Default or Potential Default has occurred and such days is continuing, is subject a Business Day) prior notice to the Borrower's approval that may not be unreasonably withheld) Borrower and all Lenders, appoint the successor Administrative Agent from among the Lenders (other than the resigning Administrative Agent). If the Required Lenders fail to appoint another Lender as a successor Administrative Agent, Syndication Agent or Documentation Agent, as appropriate, which shall thereupon become the Administrative Agent, Syndication Agent or Documentation Agent, as appropriate, hereunder. If no successor Administrative Agent, Syndication Agent or Documentation Agent, as appropriate, shall have been so appointed by the Required Lenders, and shall have accepted such appointment, within 30 days after the resigning Administrative Agent has given retiring Credit Agent's giving notice of resignation, then the resigning Administrative retiring Credit Agent may, on behalf of the Lenders, upon 30 days at least 3 days' prior notice to the BorrowerBorrower and all Lenders, appoint a successor Administrative Agent, subject (at any time no Event of Default Syndication Agent or Potential Default has occurred and is continuing) to the Borrower's prior written consent that may not be unreasonably withheldDocumentation Agent, as appropriate, which must shall be one of the Lenders or a commercial bank banking institution organized under the laws of the U.S. (or any State thereof) or a U.S. branch or agency of a commercial banking institution, and having (x) a combined capital and surplus of at least $1,000,000,000 250,000,000 and (as shown on its most recently published statement y) a credit rating of condition). Upon its acceptance of AA or better by Xxxxx'x or a comparable rating by S&P; PROVIDED, HOWEVER, that if, after expending all reasonable commercial efforts, such retiring Credit Agent is unable to find a commercial banking institution which is willing to accept such appointment as successor Administrative Agentand which meets the qualifications set forth in CLAUSE (y) above, the successor Administrative Agent shall succeed to and become vested with all of the Rights of the prior Administrative Agent, and the prior Administrative such retiring Credit Agent shall be discharged permitted to appoint as its successor from its duties all available commercial banking institutions willing to accept such appointment such institution having the highest credit rating of all such available and obligations as Administrative Agent under the Credit Documents, and each Lender shall execute the documents that any Lender, the resigning Administrative Agent or the successor Administrative Agent reasonably requests to reflect the change. After any Administrative Agent's resignation as the Administrative Agent under the Credit Documents, the provisions of this section inure to its benefit as to any actions taken or not taken by it while it was the Administrative Agent under the Credit Documents.willing

Successor. The Administrative Agent may, subject (at any time no Event of Default or Potential Default has occurred and is continuing) to the Borrower's prior written consent that may not be unreasonably withheld, assign all of its Rights and obligations as the Administrative Agent under the Credit Documents to any of its Affiliates, which Affiliate shall then be the successor Administrative Agent under the Credit Documents. The Administrative Agent may alsoalso voluntarily resign and shall resign upon the request of Required Lenders for cause (i.e., upon 30 days' prior notice Administrative Agent is continuing to fail to perform its responsibilities as Administrative Agent under the Borrower, voluntarily resignCredit Documents). If the initial or any successor Administrative Agent ever ceases to be a party to this Agreement agreement or if the initial or any successor Administrative Agent ever resignsresigns (whether voluntarily or at the request of Required Lenders), then the Required Lenders shall (which, if no Event AMENDED AND RESTATED CREDIT AGREEMENT – PAGE 58 of Default or Potential Default has occurred and is continuingexists, is subject to the Borrower's Borrowers’ approval that may not be unreasonably withheld) appoint the successor Administrative Agent from among the Lenders (other than the resigning Administrative Agent). If the Required Lenders fail to appoint a successor Administrative Agent within 30 days after the resigning Administrative Agent has given notice of resignationresignation or Required Lenders have removed the resigning Administrative Agent, then the resigning Administrative Agent may, on behalf of the Lenders, upon 30 days prior notice to the Borrower, appoint a successor Administrative Agent, subject (at any time no Event of Default or Potential Default has occurred and is continuing) to the Borrower's prior written consent that may not be unreasonably withheld, which must be a commercial bank having a combined capital and surplus of at least $1,000,000,000 (as shown on its most recently published statement of condition). Upon its acceptance of appointment as successor Administrative Agent, the successor Administrative Agent shall succeed succeeds to and become becomes vested with all of the Rights of the prior Administrative Agent, and the prior Administrative Agent shall be is discharged from its duties and obligations as of Administrative Agent under the Credit Documents, and each Lender shall execute the documents that any Lender, the resigning or removed Administrative Agent Agent, or the successor Administrative Agent reasonably requests request to reflect the change. After any Administrative Agent's ’s resignation or removal as the Administrative Agent under the Credit Documents, the provisions of this section inure to its benefit as to any actions taken or not taken by it while it was the Administrative Agent under the Credit Documents.

Successor. The Administrative Agent may, subject (at any time no Event of Default or Potential Default has occurred and is continuing) to the Borrower's prior written consent that may not be unreasonably withheld, assign all of its Rights and obligations as the Administrative Agent under the Credit Documents to any of its Affiliates, which Affiliate shall then be the successor Administrative Agent under the Credit Documents. The Administrative Agent may alsoalso voluntarily resign and shall resign upon the request of Required Lenders for cause (i.e., upon 30 days' prior notice Administrative Agent is continuing to fail to perform its responsibilities as Administrative Agent under the Borrower, voluntarily resignCredit Documents). If the initial or any successor Administrative Agent ever ceases to be a party to this Agreement agreement or if the initial or any successor Administrative Agent ever resignsresigns (whether voluntarily or at the request of Required Lenders), then the Required Lenders shall (which, if no Event of Default or Potential Default has occurred and is continuingexists, is subject to the Borrower's approval that may not be unreasonably withheld) appoint the successor Administrative Agent from among the Lenders (other than the resigning Administrative Agent). If the Required Lenders fail to appoint a successor Administrative Agent within 30 days after the resigning Administrative Agent has given notice of resignationresignation or Required Lenders have removed the resigning Administrative Agent, then the resigning Administrative Agent may, on behalf of the Lenders, upon 30 days prior notice to the Borrower, appoint a successor Administrative Agent, subject (at any time no Event of Default or Potential Default has occurred and is continuing) to the Borrower's prior written consent that may not be unreasonably withheld, which must be a commercial bank having a combined capital and surplus of at least $1,000,000,000 (as shown on its most recently published statement of condition). Upon its acceptance of appointment as successor Administrative Agent, the successor Administrative Agent shall succeed succeeds to and become becomes vested with all of the Rights of the prior Administrative Agent, and the prior Administrative Agent shall be is discharged from its duties and obligations as of Administrative Agent under the Credit DocumentsDocuments (but, when used in connection with LCs issued and outstanding before the appointment of the successor Administrative Agent, "Administrative Agent" shall continue to refer solely to the prior Administrative Agent, but any LCs issued or renewed after the appointment of any successor Administrative Agent shall be issued or renewed by the successor Administrative Agent), and each Lender shall execute the documents that any Lender, the resigning or removed Administrative Agent Agent, or the successor Administrative Agent reasonably requests request to reflect the change. After any Administrative Agent's resignation or removal as the Administrative Agent under the Credit Documents, the provisions of this section inure to its benefit as to any actions taken or not taken by it while it was the Administrative Agent under the Credit Documents.under

Successor. The Administrative Agent may, subject (Lender may resign as such at any time no Event of Default or Potential Default has occurred and is continuing) to the Borrower's prior written consent that may not be unreasonably withheld, assign all of its Rights and obligations as the Administrative Agent under the Credit Documents to any of its Affiliates, which Affiliate shall then be the successor Administrative Agent under the Credit Documents. The Administrative Agent may also, upon at least 30 days' days prior notice to Borrower and all Lenders and shall be discharged from its duties and obligations under the Borrower, voluntarily resignLoan Documents on the effective date set forth in such notice. If the initial or Administrative Lender at any successor Administrative Agent ever ceases to be a party to this Agreement or if the initial or any successor Administrative Agent ever resignstime shall resign, then the Required Lenders shall (which, if no Event of Default or Potential Default has occurred and is continuing, is subject to the Borrower's approval that may not be unreasonably withheld) appoint the successor Administrative Agent from among the Lenders (other than the resigning Administrative Agent). If the Required Lenders fail to appoint another Lender as a successor Administrative Agent Lender which shall thereupon become Administrative Lender hereunder. If no successor Administrative Lender shall have been so appointed by the Required Lenders, and shall have accepted such appointment, within 30 days after the resigning retiring Administrative Agent has given Lender's giving notice of resignation, then the resigning retiring Administrative Agent Lender may, on behalf of the Lenders, upon 30 days prior notice to the Borrower, appoint a successor Administrative Agent, subject (at any time no Event of Default or Potential Default has occurred and is continuing) to the Borrower's prior written consent that may not be unreasonably withheldLender, which must shall be one of the Lenders or a commercial bank banking institution organized under the laws of the United States (or any state thereof) or a U.S. branch or agency of a commercial banking institution, and having a combined capital and surplus of at least $1,000,000,000 (as shown on its most recently published statement of condition)500,000,000. Upon its the acceptance of any appointment as Administrative Lender hereunder by a successor Administrative AgentLender, the such successor Administrative Agent Lender shall give Borrower notice of such acceptance, shall be entitled to receive from the retiring Administrative Lender such documents of transfer and assignment as such successor Administrative Lender may reasonably request, and shall thereupon succeed to and become vested with all rights, powers, privileges and duties of the Rights of the prior retiring Administrative Agent, and the prior Administrative Agent shall be discharged from its duties and obligations as Administrative Agent under the Credit Documents, and each Lender shall execute the documents that any Lender, the resigning Administrative Agent or the successor Administrative Agent reasonably requests to reflect the change. After any retiring Administrative AgentLender's resignation hereunder as the Administrative Agent under the Credit DocumentsLender, the provisions of (a) this section Article XI shall inure to its benefit as to any actions taken or not omitted to be taken by it while it was the Administrative Agent Lender under the Credit Documentsthis Agreement; and (b) Section 12.2 and Section 12.3 shall continue to inure to its benefit.

Successor. The Administrative Liquidity Agent may, subject (may resign as such --------- at any time no Event of Default or Potential Default has occurred and is continuing) to the Borrower's prior written consent that may not be unreasonably withheld, assign all of its Rights and obligations as the Administrative Agent under the Credit Documents to any of its Affiliates, which Affiliate shall then be the successor Administrative Agent under the Credit Documents. The Administrative Agent may also, upon at least 30 days' prior written notice to Xxxxx and all Liquidity Lenders, and the Borrower, voluntarily resignLiquidity Agent may be removed at any time with cause by the Majority Banks. If the initial Liquidity Agent at any time shall resign or any successor Administrative Agent ever ceases to be a party to this Agreement or if removed, the initial or any successor Administrative Agent ever resigns, then the Required Lenders shall Majority Banks may appoint (whichwith, if no Potential Amortization Event or Amortization Event (other than a Scheduled Amortization Event) then exists, the consent of Default or Potential Default has occurred and is continuingXxxxx, is subject to the Borrower's approval that may which consent shall not be unreasonably withheldwithheld or delayed) appoint another Liquidity Lender as a successor Liquidity Agent which shall thereupon become the successor Administrative Liquidity Agent from among the Lenders (other than the resigning Administrative Agent)hereunder. If no successor Liquidity Agent shall have been so appointed by the Required Lenders fail to appoint a successor Administrative Agent Majority Banks, and shall have accepted such appointment, within 30 days after the resigning Administrative Agent has given retiring Liquidity Agent's giving notice of resignationresignation or the Majority Banks' removal of the retiring Liquidity Agent, then the resigning Administrative retiring Liquidity Agent may, on behalf of the Liquidity Lenders, upon 30 days prior notice to the Borrower, appoint a successor Administrative Liquidity Agent, subject (at any time no Event which shall be one of Default the Liquidity Lenders or Potential Default an Eligible Liquidity Lender. The resignation or removal of the Liquidity Agent shall not become effective until a successor Liquidity Agent has occurred been appointed and is continuing) to the Borrower's prior written consent that may not be unreasonably withheld, which must be a commercial bank having a combined capital and surplus of at least $1,000,000,000 (as shown on its most recently published statement of condition)shall have accepted such appointment. Upon its the acceptance of any appointment as Liquidity Agent hereunder by a successor Administrative Liquidity Agent, the such successor Administrative Liquidity Agent shall be entitled to receive from the retiring Liquidity Agent such documents of transfer and assignment as such successor Liquidity Agent may reasonably request, and shall thereupon succeed to and become vested with all rights, powers, privileges and duties of the Rights of the prior Administrative retiring Liquidity Agent, and the prior Administrative retiring Liquidity Agent shall be discharged from its duties and obligations as Administrative Agent under the Credit this Agreement and all other Related Documents, and each Lender shall execute the documents that any Lender, the resigning Administrative Agent or the successor Administrative Agent reasonably requests to reflect the change. After any Administrative retiring Liquidity Agent's resignation or removal hereunder as the Administrative Agent under the Credit DocumentsLiquidity Agent, the provisions of (a) this section Article X shall inure to its benefit as to any actions taken or not omitted to be taken by it while it was the Administrative Liquidity Agent under the Credit Documentsthis Agreement; and (b) Section 11.03 and Section 11.04 shall continue to inure to its benefit.

Successor. The Administrative Agent may, subject (at any time no Event of Default or Potential Default has occurred and is continuing) to the Borrower's prior written consent that may not be unreasonably withheld, assign all of its Rights and obligations as the Administrative Agent under the Credit Documents to any of its Affiliates, which Affiliate shall then be the successor Administrative Agent under the Credit Documents. The Administrative Agent may also, resign as such at any time upon at least 30 days' prior notice to the Borrower, voluntarily resignBorrower and all Lenders. If the initial or any successor Administrative Agent ever ceases to be a party to this Agreement or if the initial or at any successor Administrative Agent ever resignstime shall resign, then the Required Lenders may, with the prior consent of the Borrower (which consent shall (which, if no Event of Default or Potential Default has occurred and is continuing, is subject to the Borrower's approval that may not be unreasonably withheld) ), appoint the successor Administrative Agent from among the Lenders (other than the resigning Administrative Agent). If the Required Lenders fail to appoint another Lender as a successor Administrative Agent which shall thereupon become the Administrative Agent hereunder. If no successor Administrative Agent shall have been so appointed by the Required Lenders, and shall have accepted such appointment, within 30 days after the resigning retiring Administrative Agent has given Agent's giving notice of resignation, then the resigning retiring Administrative Agent may, on behalf of the Lenders, upon 30 days prior notice to the Borrower, appoint a successor Administrative Agent, subject (at any time no Event which shall be one of Default the Lenders or Potential Default has occurred and is continuing) to the Borrower's prior written consent that may not be unreasonably withheld, which must be a commercial bank banking institution organized under the laws of the U.S. (or any State thereof) or a U.S. branch or agency of a commercial banking institution, and having a combined capital and surplus of at least $1,000,000,000 (as shown on its most recently published statement of condition)500,000,000. Upon its the acceptance of any appointment as Administrative Agent hereunder by a successor Administrative Agent, the such successor Administrative Agent shall be entitled to receive from the retiring Administrative Agent such documents of transfer and assignment as such successor Administrative Agent may reasonably request, and shall thereupon succeed to and become vested with all rights, powers, privileges and duties of the Rights of the prior retiring Administrative Agent, and the prior retiring Administrative Agent shall be discharged from its duties and obligations as Administrative Agent under the Credit Documents, and each Lender shall execute the documents that any Lender, the resigning Administrative Agent or the successor Administrative Agent reasonably requests to reflect the changethis Agreement. After any retiring Administrative Agent's resignation hereunder as the Administrative Agent under the Credit DocumentsAgent, the provisions of of (a) this section ARTICLE IX shall inure to its benefit as to any actions taken or not omitted to be taken by it while it was the Administrative Agent under the Credit Documentsthis Agreement; and (b) SECTION 10.3 and SECTION 10.4 shall continue to inure to its benefit.

Successor. The Administrative Any Agent may, subject (may resign as such at any time no Event of Default or Potential Default has occurred and is continuing) to the Borrower's prior written consent that may not be unreasonably withheld, assign all of its Rights and obligations as the Administrative Agent under the Credit Documents to any of its Affiliates, which Affiliate shall then be the successor Administrative Agent under the Credit Documents. The Administrative Agent may also, upon at least 30 days' ’ prior notice to the BorrowerBorrower and all Lenders, voluntarily resignprovided that any such resignation shall not become effective until a successor Agent for such resigning Agent has been appointed as provided in this Section 10.4 and such successor Agent has accepted such appointment (provided that no successor Agent shall be appointed for any Agent, other than the Administrative Agent, if after giving effect to such Agent’s resignation there would still be two Agents). If the initial or any successor Administrative Agent ever ceases to be a party to this Agreement or if the initial or at any successor Administrative Agent ever resignstime shall resign, then the Required Lenders shall (whichshall, if no Event of Default or Potential Default has occurred and is continuing, is subject to the Borrower's approval that may immediately preceding proviso and subject to the consent of the Borrower (such consent not to be unreasonably withheld), appoint another Lender as a successor to such Agent which shall thereupon become such Agent’s successor hereunder (provided that, in the case of a resignation of the Administrative Agent, the Required Lenders shall, subject to the consent of the Borrower unless an Event or Default or a Prepayment Event shall have occurred and be continuing (such consent not to be unreasonably withheld) appoint offer to each of the other Agents in turn, in the order of their respective Commitment Amounts, the right to become successor Administrative Agent from among the Lenders (other than the resigning Administrative Agent). If no successor Agent for any resigning Agent shall have been so appointed by the Required Lenders fail to appoint a successor Administrative Agent Lenders, and shall have accepted such appointment, within 30 days after the resigning Administrative Agent has given Agent’s giving notice of resignation, then the resigning Administrative Agent may, on behalf of the Lenders, upon 30 days prior notice to the Borrower, appoint a successor Agent, which shall be one of the Lenders or, in the case of a resigning Administrative Agent, subject (at any time no Event of Default or Potential Default has occurred and is continuing) to the Borrower's prior written consent that may not be unreasonably withheld, which must be a commercial bank banking institution having a combined capital and surplus of at least $1,000,000,000 500,000,000 (as shown on its most recently published statement or the equivalent in other currencies), subject, in each case, to the consent of conditionthe Borrower (such consent not to be unreasonably withheld). Upon its the acceptance of any appointment as Administrative Agent hereunder by a successor Administrative Agent, the such successor Administrative Agent shall be entitled to receive from the resigning Administrative Agent such documents of transfer and assignment as such successor Administrative Agent may reasonably request, and shall thereupon succeed to and become vested with all rights, powers, privileges and duties of the Rights of the prior resigning Administrative Agent, and the prior resigning Administrative Agent shall be discharged from its duties and obligations as Administrative Agent under the Credit Documents, and each Lender shall execute the documents that any Lender, the resigning Administrative Agent or the successor Administrative Agent reasonably requests to reflect the changethis Agreement. After any resigning Administrative Agent's ’s resignation hereunder as the Administrative Agent under the Credit DocumentsAgent, the provisions of of: (a) this section Article X shall inure to its benefit as to any actions taken or not omitted to be taken by it while it was the Administrative Agent under this Agreement; and (b) Section 11.3 and Section 11.4 shall continue to inure to its benefit. If a Lender acting as an Agent assigns its Loans to one of its Affiliates, such Agent may, subject to the Credit Documentsconsent of the Borrower (such consent not to be unreasonably withheld) assign its rights and obligations as Agent to such Affiliate.

Successor. The Administrative Agent may, subject (at any time no Event of Default or Potential Default has occurred and is continuing) to the Borrower's prior written consent that may not be unreasonably withheld, assign all of its Rights and obligations as the Administrative Agent under the Credit Documents to any of its Affiliates, which Affiliate shall then be the successor Administrative Agent under the Credit Documents. The Administrative Agent may also, resign as such at any time upon 30 at least sixty (60) days' ’ prior notice to the Borrower, voluntarily resignObligors and all Lenders. If the initial or any successor Administrative Agent ever ceases to be a party to this Agreement or if at any time shall resign, the initial or any successor Administrative Agent ever resigns, then the Required Majority Lenders shall (which, if no Event of Default or Potential Default has occurred and is continuing, is subject to the Borrower's approval that may not be unreasonably withheld) appoint the successor Administrative Agent from among the Lenders (other than the resigning Administrative Agent). If the Required Lenders fail to appoint another Lender as a successor Administrative Agent which shall thereupon become the Administrative Agent hereunder. If no successor Administrative Agent shall have been so appointed by the Majority Lenders, and shall have accepted such appointment, within 30 thirty (30) days after the resigning retiring Administrative Agent has given Agent’s giving notice of resignation, then the resigning retiring Administrative Agent may, on behalf of the Lenders, upon 30 days prior notice to the Borrower, appoint a successor Administrative Agent, subject (at any time no Event which shall be one of Default the Lenders or Potential Default has occurred and is continuing) to the Borrower's prior written consent that may not be unreasonably withheld, which must be a commercial bank banking institution organized under the laws of the U.S. (or any State thereof) or a U.S. branch or agency of a commercial banking institution, and having a combined capital and surplus of at least $1,000,000,000 (as shown on its most recently published statement of condition)500,000,000. Upon its the acceptance of any appointment as Administrative Agent hereunder by a successor Administrative Agent, the such successor Administrative Agent shall be entitled to receive from the retiring Administrative Agent such documents of transfer and assignment as such successor Administrative Agent may reasonably request, and shall thereupon succeed to and become vested with all rights, powers, privileges and duties of the Rights of the prior retiring Administrative Agent, and the prior retiring Administrative Agent shall be discharged from its duties and obligations as Administrative Agent under the Credit Documents, and each Lender shall execute the documents that any Lender, the resigning Administrative Agent or the successor Administrative Agent reasonably requests to reflect the changethis Agreement. After any retiring Administrative Agent's ’s resignation hereunder as the Administrative Agent under the Credit DocumentsAgent, the provisions of of (a) this section Article IX shall inure to its benefit as to any actions taken or not omitted to be taken by it while it was the Administrative Agent under this Agreement, and (b) Section 10.3 and Section 10.4 shall continue to inure to its benefit. In addition and not by way of limitation of the Credit Documentsforegoing, the Security Agent may be replaced with cause by the Administrative Agent or the Majority Lenders with thirty (30) days prior notice but only upon appointing pursuant to such notice a new Security Agent meeting the requirements to serve as Security Agent hereunder and acceptance of such appointment by the replacement Security Agent. All the provisions relating to the replacement of the Administrative Agent upon resignation shall also apply to the replacement of the Security Agent whether upon resignation by the Security Agent or upon replacement by the Administrative Agent or the Majority Lenders.

Successor. The Administrative Any Agent may, subject (may resign as such at any time no Event of Default or Potential Default has occurred and is continuing) to the Borrower's prior written consent that may not be unreasonably withheld, assign all of its Rights and obligations as the Administrative Agent under the Credit Documents to any of its Affiliates, which Affiliate shall then be the successor Administrative Agent under the Credit Documents. The Administrative Agent may also, upon at least 30 days' prior notice to the Borrower, voluntarily resignBorrower and all Lenders. If the initial or any successor Administrative Agent ever ceases to be a party to this Agreement or if the initial or at any successor Administrative Agent ever resignstime shall resign, then the Required Lenders shall (which, if no Event of Default or Potential Default has occurred and is continuing, is subject may appoint another Lender reasonably acceptable to the Borrower's approval that may not be unreasonably withheld) appoint Borrower as a successor to such Agent which shall thereupon become an Agent hereunder in such capacity as the successor Administrative Agent from among the Lenders (other than the resigning Administrative retiring Agent). If no successor Agent shall have been so appointed by the Required Lenders fail to appoint a successor Administrative Agent Lenders, and shall have accepted such appointment, within 30 days after the resigning Administrative Agent has given retiring Agent's giving notice of resignation, then the resigning Administrative retiring Agent may, on behalf of the Lenders, upon 30 days prior notice to the Borrower, appoint a successor Administrative Agent, subject (at any time no Event which shall be one of Default the Lenders or Potential Default has occurred and is continuing) to the Borrower's prior written consent that may not be unreasonably withheld, which must be a commercial bank banking institution organized under the laws of the U.S. (or any State thereof) or a U.S. branch or agency of a commercial banking institution, and having (x) a combined capital and surplus of at least $1,000,000,000 250,000,000 and (y) a credit rating of AA or better by Xxxxx'x or a comparable rating by S&P; provided, however, that if, after expending all reasonable commercial efforts, such retiring Agent is unable to find a commercial banking institution which is willing to accept such appointment and which meets the qualifications set forth in clause (y) above, such retiring Agent, shall be permitted to appoint as shown on its most recently published statement successor from all available commercial banking institutions willing to accept such appointment such institution having the highest credit rating of condition)all such available and willing institutions. Upon its the acceptance of any appointment as Agent hereunder by a successor Administrative Agent, the such successor Administrative Agent shall be entitled to receive from the retiring Agent such documents of transfer and assignment as such successor Agent may reasonably request, and shall thereupon succeed to and become vested with all rights, powers, privileges and duties of the Rights of the prior Administrative retiring Agent, and the prior Administrative retiring Agent shall be discharged from its duties and obligations as Administrative Agent under the Credit Documents, and each Lender shall execute the documents that any Lender, the resigning Administrative Agent or the successor Administrative Agent reasonably requests to reflect the changethis Agreement. After any Administrative retiring Agent's resignation hereunder as the Administrative Agent under the Credit DocumentsAgent, the provisions of of (a) this section Article IX shall inure to its benefit as to any actions taken or not omitted to be taken by it while it was the Administrative an Agent under the Credit Documentsthis Agreement; and (b) Sections 10.3 and 10.4 shall continue to inure to its benefit.

Successor. The Administrative Subject to the appointment of a successor as provided below, the Agent may, subject (may resign at any time no Event of Default or Potential Default has occurred and is continuing) to the Borrower's prior written consent that may not be unreasonably withheld, assign all of its Rights and obligations as the Administrative Agent under the Credit Documents to any of its Affiliates, which Affiliate shall then be the successor Administrative Agent under the Credit Documents. The Administrative Agent may also, upon at least 30 days' prior notice to the Borrower, voluntarily resignBorrower and all Lenders. If the initial or Agent at any time shall resign, the Borrower with the consent of the Majority Lenders may appoint a successor Administrative Agent ever ceases which shall thereupon become the Agent hereunder. In the event the successor Agent is not, at the time of its appointment, a Lender hereunder, the Borrower shall have the right to be a party to this Agreement or if the initial or any successor Administrative Agent ever resigns, then the Required Lenders shall (which, if no Event of Default or Potential Default has occurred and is continuing, is subject consent to the Borrower's approval that may successor Agent, which consent shall not be unreasonably withheld) appoint the successor Administrative Agent from among the Lenders (other than the resigning Administrative Agent)withheld or delayed. If no successor Agent shall have been so appointed by the Required Lenders fail to appoint a successor Administrative Agent Borrower and the Majority Lenders, and shall have accepted such appointment, within 30 days after the resigning Administrative Agent has given retiring Agent's giving notice of resignation, then the resigning Administrative retiring Agent may, on behalf of the Lenders, upon 30 days prior notice to the Borrower, appoint a successor Administrative Agent, subject (at any time no Event of Default or Potential Default has occurred and is continuing) to the Borrower's prior written consent that may not be unreasonably withheldrespectively, which must shall be one of the Lenders or a commercial bank banking institution organized under the laws of the U.S. (or any State thereof) or a U.S. branch or agency of a commercial banking institution, and having a combined capital and surplus of at least $1,000,000,000 (as shown on its most recently published statement of condition)100,000,000. Upon its the acceptance of any appointment as Agent hereunder by a successor Administrative Agent, the such successor Administrative Agent shall be entitled to receive from the retiring Agent such documents of transfer and assignment as such successor Agent may reasonably request, and shall thereupon succeed to and become vested with all rights, powers, privileges and duties of the Rights of the prior Administrative retiring Agent, and the prior Administrative retiring Agent shall be discharged from its duties and obligations as Administrative Agent under the Credit Documents, and each Lender shall execute the documents that any Lender, the resigning Administrative Agent or the successor Administrative Agent reasonably requests to reflect the changethis Agreement. After any Administrative the retiring Agent's resignation hereunder as the Administrative Agent under the Credit DocumentsAgent, the provisions of (a) this section Article X shall inure to its benefit as to any actions taken or not omitted to be taken by it while it was the Administrative Agent under this Agreement and (b) Section 11.3 and Section 11.4 shall continue to inure to its benefit. Extensions of Credit by the Credit Documents.Agent and the Arranger

Successor. The Administrative Agent may, subject (Either of the Credit Agents may resign from its agency position at any time no Event of Default or Potential Default has occurred and is continuing) to the Borrower's prior written consent that may not be unreasonably withheld, assign all of its Rights and obligations as the Administrative Agent under the Credit Documents to any of its Affiliates, which Affiliate shall then be the successor Administrative Agent under the Credit Documents. The Administrative Agent may also, upon at least 30 days' prior notice to the Borrower, voluntarily resignBorrower and all Lenders. If either of the initial or Credit Agents at any successor Administrative Agent ever ceases to be a party to this Agreement or if the initial or any successor Administrative Agent ever resignstime shall resign, then the Required Lenders shall may, upon at least 3 days' (which, if no Event so long as one of Default or Potential Default has occurred and such days is continuing, is subject a Business Day) prior notice to the Borrower's approval that may not be unreasonably withheld) Borrower and all Lenders, appoint the successor Administrative Agent from among the Lenders (other than the resigning Administrative Agent). If the Required Lenders fail to appoint another Lender as a successor Administrative Agent, Documentation Agent, or Agent, as appropriate, which shall thereupon become the Administrative Agent, Documentation Agent or Agent, as appropriate, hereunder. If no successor Administrative Agent, Documentation Agent or Agent, as appropriate, shall have been so appointed by the Required Lenders, and shall have accepted such appointment, within 30 days after the resigning Administrative Agent has given retiring Credit Agent's giving notice of resignation, then the resigning Administrative retiring Credit Agent may, on behalf of the Lenders, upon 30 days at least 3 days' prior notice to the BorrowerBorrower and all Lenders, appoint a successor Administrative Agent, subject (at any time no Event of Default Documentation Agent or Potential Default has occurred and is continuing) to the Borrower's prior written consent that may not be unreasonably withheldAgent, as appropriate, which must shall be one of the Lenders or a commercial bank banking institution organized under the laws of the U.S. (or any State thereof) or a U.S. branch or agency of a commercial banking institution, and having (x) a combined capital and surplus of at least $1,000,000,000 250,000,000 and (y) a credit rating of AA or better by Moody's or a comparable rating by S&P; provided, however, thax xx, after expending all reasonable commercial efforts, such retiring Credit Agent is unable to find a commercial banking institution which is willing to accept such appointment and which meets the qualifications set forth in clause (y) above, such retiring Credit Agent, shall be permitted to appoint as shown on its most recently published statement successor from all available commercial banking institutions willing to accept such appointment such institution having the highest credit rating of condition)all such available and willing institutions. Upon its the acceptance of any appointment as such Credit Agent hereunder by a successor Administrative Credit Agent, the such successor Administrative Credit Agent shall be entitled to receive from the retiring Credit Agent such documents of transfer and assignment as such successor Credit Agent may reasonably request, and shall thereupon succeed to and become vested with all rights, powers, privileges and duties of the Rights of the prior Administrative retiring Credit Agent, and the prior Administrative retiring Credit Agent shall be discharged from its duties and obligations as Administrative Agent under the Credit Documents, and each Lender shall execute the documents that any Lender, the resigning Administrative Agent or the successor Administrative Agent reasonably requests to reflect the changethis Agreement. After any Administrative retiring Credit Agent's resignation hereunder as the Administrative Agent under the Credit DocumentsAgent, the provisions of of (a) this section Article IX shall inure to its benefit as to any actions taken or not omitted to be taken by it while it was the Administrative a Credit Agent under the Credit Documentsthis Agreement; and (b) Section 10.3 and Section 10.4 shall continue to inure to its benefit.