Common use of Successor Clause in Contracts

Successor. Subject to the appointment and acceptance of a successor Administrative Agent as provided in this Section, the Administrative Agent may resign at any time upon notice to the Lenders, the Issuing Bank and the Borrower. 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), to appoint a successor. If no successor shall have been so appointed by the Required Lenders and shall have accepted such appointment within 30 days after the retiring Administrative Agent gives notice of its resignation, then the retiring Administrative Agent may, on behalf of the Lenders and the Issuing Bank, appoint a successor Administrative Agent that shall be a bank with an office in New York, New York, or an Affiliate of any such bank. Upon the acceptance of its appointment as the Administrative Agent hereunder by a successor, such successor shall succeed to and become vested with all the rights, powers, privileges and duties of the retiring Administrative Agent, and the retiring Administrative Agent shall be discharged from all its duties and obligations under the Loan Documents in its capacity as the Administrative Agent. The fees payable by the Borrower to a successor Administrative Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Borrower and such successor. After the Administrative Agent’s resignation hereunder, the provisions of this Article VIII and Section 9.03 shall continue in effect for the benefit of such retiring Administrative Agent, its sub-agents and their respective Related Parties in respect of any actions taken or omitted to be taken by any of them while the retiring Administrative Agent was acting as the Administrative Agent.

Successor. Subject The Administrative Agent may resign as such at any time upon at least 30 days’ prior notice to the appointment Borrower and acceptance of all Lenders. If the Administrative Agent at any time shall resign, the Required Lenders may appoint another Lender as a successor Administrative Agent as provided in this Section, that shall thereupon become the Administrative Agent may resign at any time upon notice to the Lenders, the Issuing Bank and the Borrower. 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), to appoint a successorhereunder. If no successor Administrative Agent shall have been so appointed by the Required Lenders Lenders, and shall have accepted such appointment appointment, within 30 days after the retiring Administrative Agent gives Agent’s giving notice of its resignation, then the retiring Administrative Agent may, on behalf of the Lenders and the Issuing BankLenders, appoint a successor Administrative Agent that Agent, which shall be one of the Lenders or a bank with an office commercial 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 $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 New Yorkabove, New Yorkthe 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, or an Affiliate of any such bankif any, as the Required Lenders appoint a successor as provided for above. Upon the acceptance of its any appointment as the Administrative Agent hereunder by a successorsuccessor Administrative Agent, 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 the rights, powers, privileges and duties of the retiring Administrative Agent, and the retiring Administrative Agent shall be discharged from all its duties and obligations under the Loan Documents in its capacity Documents. After any retiring Administrative Agent’s resignation hereunder as the Administrative Agent. The fees payable by the Borrower to a successor Administrative Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Borrower and such successor. After the Administrative Agent’s resignation hereunder, the provisions of this Article VIII and Section 9.03 shall continue in effect for the inure to its benefit of such retiring Administrative Agent, its sub-agents and their respective Related Parties in respect of as to any actions taken or omitted to be taken by any of them it while it was the retiring Administrative Agent was acting as under the Administrative AgentLoan Documents, and Section 10.3 and Section 10.4 shall continue to inure to its benefit.

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

Successor. Subject The Syndication Agent may resign as such upon one Business Day's notice to the appointment Borrower and acceptance of a successor the Administrative Agent as provided in this Section, the Agent. The Administrative Agent may resign as such at any time upon at least 30 days' prior notice to the Borrower and all Lenders, . If the Issuing Bank and the Borrower. Upon Administrative Agent at any such resignationtime shall resign, the Required Lenders shall have may, with the right, subject to the approval prior consent of the Borrower (which approval consent shall not be unreasonably withheld), to appoint another Lender as a successorsuccessor Administrative Agent which shall thereupon become the Administrative Agent hereunder. If no successor Administrative Agent shall have been so appointed by the Required Lenders Lenders, and shall have accepted such appointment appointment, within 30 days after the retiring Administrative Agent gives Agent's giving notice of its resignation, then the retiring Administrative Agent may, on behalf of the Lenders and the Issuing BankLenders, appoint a successor Administrative Agent that Agent, which shall be one of the Lenders or a bank with an office in New Yorkcommercial banking institution organized under the laws of the United States or a United States branch or agency of a commercial banking institution, New York, or an Affiliate and having a combined capital and surplus of any such bankat least $500,000,000. Upon the acceptance of its any appointment as the Administrative Agent hereunder by a successorsuccessor Administrative Agent, 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 the rights, powers, privileges and duties of the retiring Administrative Agent, and the retiring Administrative Agent shall be discharged from all its duties and obligations under the Loan Documents in its capacity this Agreement. After any retiring Administrative Agent's resignation hereunder as the Administrative Agent. The fees payable by the Borrower to a successor Administrative Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Borrower and such successor. After the Administrative Agent’s resignation hereunder, the provisions of (i) this Article VIII and Section 9.03 X shall continue in effect for the inure to its benefit of such retiring Administrative Agent, its sub-agents and their respective Related Parties in respect of as to any actions taken or omitted to be taken by any of them it while it was the retiring Administrative Agent was acting as the Administrative Agentunder this Agreement, and (ii) Section 11.3 and Section 11.4 shall continue to inure to its benefit.

Successor. Subject The Administrative Agent may resign as such at any time upon at least 30 days’ prior notice to the appointment Borrower and acceptance all Lenders. If the Administrative Agent at any time shall resign, the Required Lenders may, with the consent of the Borrower (not to be unreasonably withheld or delayed) so long as no Default then exists, appoint another Lender as a successor Administrative Agent as provided in this Section, which shall thereupon become the Administrative Agent may resign at any time upon notice to the Lenders, the Issuing Bank and the Borrower. 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), to appoint a successorhereunder. If no successor Administrative Agent shall have been so appointed by the Required Lenders appointed, and shall have accepted such appointment appointment, within 30 days after the retiring Administrative Agent gives Agent’s giving notice of its resignation, then the retiring Administrative Agent may, on behalf of the Lenders and the Issuing BankLenders, appoint a successor Administrative Agent that Agent, which shall be one of the Lenders or a bank with an office in New Yorkcommercial 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, New Yorkand having a combined capital and surplus of at least $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, or an Affiliate the retiring Administrative Agent’s resignation shall nevertheless thereupon become effective and the Lenders shall assume and perform all of any the duties of the Administrative Agent hereunder until such banktime, if any, as the Required Lenders appoint a successor as provided for above. Upon the acceptance of its any appointment as the Administrative Agent hereunder by a successorsuccessor Administrative Agent, 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 the rights, powers, privileges and duties of the retiring Administrative Agent, and the retiring Administrative Agent shall be discharged from all its duties and obligations under the Loan Documents in its capacity Documents. After any retiring Administrative Agent’s resignation hereunder as the Administrative Agent. The fees payable by the Borrower to a successor Administrative Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Borrower and such successor. After the Administrative Agent’s resignation hereunder, the provisions of this Article VIII and Section 9.03 shall continue in effect for the inure to its benefit of such retiring Administrative Agent, its sub-agents and their respective Related Parties in respect of as to any actions taken or omitted to be taken by any of them it while it was the retiring Administrative Agent was acting as under the Administrative AgentLoan Documents, and Sections 10.3 and 10.4 shall continue to inure to its benefit.

Successor. Subject to the appointment and acceptance of a successor Administrative Agent as provided in this Section, the Administrative Any Agent may resign as such at any time upon at least 30 days’ prior notice to the Borrower and all Lenders, the Issuing Bank and the Borrower. Upon If any such resignationAgent at any time shall resign, the Required Lenders shall have may appoint (subject to, so long as no Event of Default has occurred and is continuing, the right, subject to the approval reasonable consent of the Borrower (which approval shall not to be unreasonably withheld), to appoint a successorwithheld or delayed) another Lender as such Person’s successor Agent which shall thereupon become the applicable Agent hereunder. If no successor Agent shall have been so appointed by the Required Lenders (and consented to by the Borrower) and shall have accepted such appointment within 30 days after the retiring Administrative Agent gives such Agent’s giving notice of its resignation, then the retiring Administrative Agent may, on behalf of the Lenders and the Issuing BankLenders, appoint a successor Administrative Agent that Agent, which shall be one of the Lenders or a bank with an office commercial 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 $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 New Yorkabove, New Yorkthe 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, or an Affiliate of any such bankif any, as the Required Lenders appoint a successor as provided for above. Upon the acceptance of its any appointment as the Administrative an Agent hereunder by a successorany 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 shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring Administrative Agent, and the retiring Administrative Agent shall be discharged from all its duties and obligations under the Loan Documents in its capacity as the Administrative Agent. The fees payable by the Borrower to a successor Administrative Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Borrower and such successorDocuments. After the Administrative any retiring Agent’s resignation hereunderhereunder as an Agent, the provisions of this Article VIII and Section 9.03 shall continue in effect for the inure to its benefit of such retiring Administrative Agent, its sub-agents and their respective Related Parties in respect of as to any actions taken or omitted to be taken by any of them it while it was an Agent under the retiring Administrative Agent was acting as the Administrative AgentLoan Documents, and Section 10.3 and Section 10.4 shall continue to inure to its benefit.

Successor. Subject to the appointment and acceptance of a successor Administrative Agent as provided in this Section, the The Administrative Agent may resign as such at any time upon at least thirty (30) days' prior notice to the Borrower, all Lenders and all Issuing Lenders, . If the Issuing Bank and the Borrower. Upon Administrative Agent at any such resignationtime shall resign, the Required Lenders shall have may, within ten (10) days after such notice and with the right, subject to the approval consent of the Borrower (which approval shall not to be unreasonably withheld), to appoint another Lender as a successorsuccessor Administrative Agent which shall thereupon become the Administrative Agent hereunder. If no successor Administrative Agent shall have been so appointed by the Required Lenders Lenders, and shall have accepted such appointment appointment, within 30 thirty (30) days after the retiring Administrative Agent gives Agent's giving notice of its resignation, then the retiring Administrative Agent may, on behalf of the Lenders Lenders, after notice to and consultation with the Issuing BankBorrower, appoint a successor Administrative Agent that Agent, which shall be a bank with an office in New York, New York, one of the Lenders or an Affiliate Assignee, and shall have a combined capital and surplus of any such bankat least $250,000,000. Upon the acceptance of its any appointment as the Administrative Agent hereunder by a successorsuccessor Administrative Agent, 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 the rights, powers, privileges and duties of the retiring Administrative Agent, and the retiring Administrative Agent shall be discharged from all its duties and obligations under this Agreement. After the Loan Documents in its capacity effective date of any retiring Administrative Agent's resignation hereunder as the Administrative Agent. The fees payable by the Borrower to a successor Administrative Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Borrower and such successor. After the Administrative Agent’s resignation hereunder, the provisions of (a) this Article VIII and Section 9.03 IX shall continue in effect for the inure to its benefit of such retiring Administrative Agent, its sub-agents and their respective Related Parties in respect of as to any actions taken or omitted to be taken by any of them it while it was the retiring Administrative Agent was acting as the Administrative Agentunder this Agreement; and (b) Section 10.3 and Section 10.4 shall continue to inure to its benefit.

Successor. Subject to Any of the appointment and acceptance of a successor Administrative Agent as provided in this Section, the Administrative Agent Agents may resign as such at any time upon at least 30 days’ prior notice to the Lendersother Agents, the Issuing Bank Borrowers and the Borrowerall Lenders. Upon If an Agent at any such resignationtime shall resign, the Required Lenders may appoint another Lender as a successor Agent which shall have thereupon become the right, subject to the approval of the Borrower (which approval shall not be unreasonably withheld), to appoint a successorapplicable Agent hereunder. If no successor Agent shall have been so appointed by the Required Lenders Lenders, and shall have accepted such appointment appointment, within 30 days after the retiring Administrative Agent gives Agent’s giving notice of its resignation, then the such retiring Administrative Agent may, on behalf of the Lenders and the Issuing BankLenders, appoint a successor Administrative Agent that Agent, which shall be one of the Lenders or a bank with an office commercial 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 $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 New Yorkabove, New Yorkthe 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, or an Affiliate of any such bankif any, as the Required Lenders appoint a successor as provided for above. Upon the acceptance of its any appointment as the Administrative an Agent hereunder by a successorsuccessor 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 shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring Administrative Agent, and the retiring Administrative Agent shall be discharged from all its duties and obligations under the Loan Documents in its capacity as the Administrative Agent. The fees payable by the Borrower to a successor Administrative Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Borrower and such successorDocuments. After the Administrative any retiring Agent’s resignation hereunderhereunder as the an Agent, the provisions of this Article VIII and Section 9.03 shall continue in effect for the inure to its benefit of such retiring Administrative Agent, its sub-agents and their respective Related Parties in respect of as to any actions taken or omitted to be taken by any of them it while it was an Agent under the retiring Administrative Agent was acting as the Administrative AgentLoan Documents, and Section 10.3 and Section 10.4 shall continue to inure to its benefit.

Successor. Subject The Administrative Agent may resign as such at any time upon at least 30 days’ prior notice to the appointment Borrowers and acceptance all Lenders. The Administrative Agent may be removed at any time upon the affirmative vote of the Required Lenders. If the Administrative Agent at any time shall resign or be removed, the Required Lenders may appoint another Lender as a successor Administrative Agent as provided in this Section, which shall thereupon become the Administrative Agent may resign at any time upon notice to hereunder. In the Lenders, case of the Issuing Bank and the Borrower. Upon any such Administrative Agent’s resignation, the Required Lenders shall have the right, subject to the approval of the Borrower (which approval shall not be unreasonably withheld), to appoint a successor. If if no successor Administrative Agent shall have been so appointed by the Required Lenders Lenders, and shall have accepted such appointment appointment, within 30 days after the retiring Administrative Agent gives Agent’s giving notice of its resignation, then the retiring Administrative Agent may, on behalf 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 the Required Lenders and the Issuing Bank, appoint a successor Administrative Agent that shall be a bank with an office in New York, New York, or an Affiliate of any such bankas provided for above. Upon the acceptance of its any appointment as the Administrative Agent hereunder by a successorsuccessor Administrative Agent and the payment of the reasonable fees and expenses (including attorney’s fees and expenses) of the resigning or removed Administrative Agent), 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 the rights, powers, privileges and duties of the retiring or removed Administrative Agent, and the . 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 all its duties and obligations under the Loan Documents in its capacity Documents. After any retiring or removed Administrative Agent’s resignation or removal, as applicable, hereunder as the Administrative Agent. The fees payable by the Borrower to a successor Administrative Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Borrower and such successor. After the Administrative Agent’s resignation hereunder, the provisions of this Article VIII and Section 9.03 shall continue in effect for the inure to its benefit of such retiring Administrative Agent, its sub-agents and their respective Related Parties in respect of as to any actions taken or omitted to be taken by any of them it while it was the retiring Administrative Agent was acting as under the Administrative AgentLoan Documents, and Section 9.1, Section 10.3 and Section 10.4 shall continue to inure to its benefit.

Successor. Subject to Any of the appointment and acceptance of a successor Administrative Agent as provided in this Section, the Administrative Agent Agents may resign as such at any time upon at least 30 days’ prior notice to the Borrower and all Lenders, . If the Issuing Bank and the Borrower. Upon Administrative Agent at any such resignationtime shall resign, the Required Lenders may appoint another Lender as the successor Administrative Agent which shall have thereupon become the right, subject to the approval of the Borrower (which approval shall not be unreasonably withheld), to appoint a successorAdministrative Agent hereunder. If no successor Administrative Agent shall have been so appointed by the Required Lenders Lenders, and shall have accepted such appointment appointment, within 30 days after the retiring Administrative Agent gives Agent’s giving notice of its resignation, then the retiring Administrative Agent may, on behalf of the Lenders and the Issuing BankBanks, appoint a successor Administrative Agent that Agent, which shall be one of the Lenders or a bank with an office in New Yorkcommercial 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, New York, or an Affiliate and having a combined capital and surplus of any such bankat least $500,000,000. Upon the acceptance of its any appointment as the Administrative Agent hereunder by a successorsuccessor Administrative Agent, 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 the rights, powers, privileges and duties of the retiring Administrative Agent, and the retiring Administrative Agent shall be discharged from all its duties and obligations under the Loan Documents in its capacity as the Administrative Agent. The fees payable by the Borrower to a successor Administrative Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Borrower and such successorthis Agreement. After the a retiring Administrative Agent’s resignation hereunderhereunder as a Administrative Agent, the provisions of this Article VIII and Section 9.03 IX shall continue in effect for the inure to its benefit of such retiring Administrative Agent, its sub-agents and their respective Related Parties in respect of as to any actions taken or omitted to be taken by any of them it while it was the retiring Administrative Agent was acting as under this Agreement, and Section 10.4 (and, with respect to the Administrative Agent, Section 10.3) shall continue to inure to its benefit.

Successor. Subject to the appointment and acceptance of a successor Administrative Agent as provided in this Section, the Administrative Each Agent may resign as such at any time upon at least 30 days’ prior notice to the Borrower and all Lenders, the Issuing Bank and the Borrower. Upon If Agent at any such resignationtime shall resign, the Required Lenders may appoint another Lender as a successor Agent which shall have thereupon become the rightAdministrative Agent or Collateral Agent, subject to the approval of the Borrower (which approval shall not be unreasonably withheld)as applicable, to appoint a successorhereunder. If no successor Agent shall have been so appointed by the Required Lenders Lenders, and shall have accepted such appointment appointment, within 30 days after the retiring Administrative Agent gives Agent’s giving notice of its resignation, then the retiring Administrative Agent may, on behalf of the Lenders and the Issuing BankLenders, appoint a successor Administrative Agent that or Collateral Agent, as applicable, which shall be one of the Lenders or a bank with an office commercial 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 $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 New Yorkabove, New Yorkthe 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, or an Affiliate of any as applicable, hereunder until such banktime, if any, as the Required Lenders appoint a successor as provided for above. Upon the acceptance of its any appointment as the Administrative Agent hereunder by a successorsuccessor 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 shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring Administrative Agent, and the retiring Administrative Agent shall be discharged from all its duties and obligations under the Loan Documents in its capacity as the Administrative Agent. The fees payable by the Borrower to a successor Administrative Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Borrower and such successorDocuments. After the Administrative any retiring Agent’s resignation hereunderhereunder as the Agent, the provisions of this Article VIII and Section 9.03 shall continue in effect for the inure to its benefit of such retiring Administrative Agent, its sub-agents and their respective Related Parties in respect of as to any actions taken or omitted to be taken by any of them it while it was the retiring Administrative Agent was acting as under the Administrative AgentLoan Documents, and Section 10.3 and Section 10.4 shall continue to inure to its benefit.

Successor. Subject The Syndication Agent may resign as such upon one Business Day's notice to the appointment Borrower and acceptance of a successor the Administrative Agent as provided in this Section, the Agent. The Administrative Agent may resign as such at any time upon at least 30 days' prior notice to the Borrower and all Lenders, . If the Issuing Bank and the Borrower. Upon Administrative Agent at any such resignationtime shall resign, the Required Lenders shall have may, with the right, subject to the approval prior consent of the Borrower (which approval consent shall not be unreasonably withheld), to appoint another Lender as a successorsuccessor Administrative Agent which shall thereupon become the Administrative Agent hereunder. If no successor Administrative Agent shall have been so appointed by the Required Lenders Lenders, and shall have accepted such appointment appointment, within 30 days after the retiring Administrative Agent gives Agent's giving notice of its resignation, then the retiring Administrative Agent may, on behalf of the Lenders and the Issuing BankLenders, appoint a successor Administrative Agent that Agent, which shall be one of the Lenders or a bank with an office in New Yorkcommercial 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, New York, or an Affiliate and having a combined capital and surplus of any such bankat least $500,000,000. Upon the acceptance of its any appointment as the Administrative Agent hereunder by a successorsuccessor Administrative Agent, 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 the rights, powers, privileges and duties of the retiring Administrative Agent, and the retiring Administrative Agent shall be discharged from all its duties and obligations under the Loan Documents in its capacity this Agreement. After any retiring Administrative Agent's resignation hereunder as the Administrative Agent. The fees payable by the Borrower to a successor Administrative Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Borrower and such successor. After the Administrative Agent’s resignation hereunder, the provisions of of (a) this Article VIII and Section 9.03 IX shall continue in effect for the inure to its benefit of such retiring Administrative Agent, its sub-agents and their respective Related Parties in respect of as to any actions taken or omitted to be taken by any of them it while it was the retiring Administrative Agent was acting as the Administrative Agentunder this Agreement; and (b) Section 10.3 and Section 10.4 shall continue to inure to its benefit.

Successor. Subject to Any of the appointment and acceptance of a successor Administrative Agent as provided in this Section, the Administrative Agent Agents may resign as such at any time upon at least 30 days’ prior notice to the Borrower and all Lenders, . If the Issuing Bank and the Borrower. Upon Administrative Agent at any such resignationtime shall resign, the Required Lenders may, with the consent of the Borrower, appoint another Lender as the successor Administrative Agent which shall have thereupon become the right, subject to Administrative Agent hereunder; provided that the approval consent of the Borrower (which approval shall not be unreasonably withheld), to appoint a successorrequired if an Event of Default has occurred and is continuing. If no successor Administrative Agent shall have been so appointed by the Required Lenders Lenders, and shall have accepted such appointment appointment, within 30 days after the retiring Administrative Agent gives Agent’s giving notice of its resignation, then the retiring Administrative Agent may, on behalf of the Lenders and the Issuing BankBanks, appoint a successor Administrative Agent that Agent, which shall be one of the Lenders and a bank with commercial 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, New York, or an Affiliate York and having a combined capital and surplus of any such bankat least $500,000,000. Upon the acceptance of its any appointment as the Administrative Agent hereunder by a successorsuccessor Administrative Agent, 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 the rights, powers, privileges and duties of the retiring Administrative Agent, and the retiring Administrative Agent shall be discharged from all its duties and obligations under the Loan Documents in its capacity as the Administrative Agent. The fees payable by the Borrower to a successor Administrative Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Borrower and such successorthis Agreement. After the a retiring Administrative Agent’s resignation hereunderhereunder as an Administrative Agent, the provisions of this Article VIII and Section 9.03 IX shall continue in effect for the inure to its benefit of such retiring Administrative Agent, its sub-agents and their respective Related Parties in respect of as to any actions taken or omitted to be taken by any of them it while it was the retiring Administrative Agent was acting as under this Agreement, and Section 10.4 (and, with respect to the Administrative Agent, Section 10.3) shall continue to inure to its benefit.

Successor. Subject to the appointment and acceptance of a successor Administrative Agent as provided in this SectionSection 8.07, the Administrative Agent may resign at any time upon notice to by notifying the Lenders, the Issuing Bank and the Borrower. Upon any such resignation, the Required Lenders shall have the right, subject to in consultation with the approval of the Borrower (which approval shall not be unreasonably withheld)Borrower, to appoint a successor. If no successor shall have been so appointed by the Required Lenders and shall have accepted such appointment within 30 thirty (30) days after the retiring Administrative Agent gives notice of its resignation, then the retiring Administrative Agent may, on behalf of the Lenders and the Issuing Bank, appoint a successor Administrative Agent that which shall be a bank with an office in New YorkTulsa, New YorkOklahoma, or an Affiliate of any such bank. Upon the acceptance of its appointment as the Administrative Agent hereunder by a successor, such successor shall succeed to and become vested with all the rights, powers, privileges and duties of the retiring Administrative Agent, and the retiring Administrative Agent shall be discharged from all its duties and obligations under the Loan Documents in its capacity as the Administrative Agenthereunder. The fees payable by the Borrower to a successor Administrative Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Borrower and such successor. After the Administrative Agent’s resignation hereunder, the provisions of this Article VIII and Section 9.03 shall continue in effect for the benefit of such retiring Administrative Agent, its sub-agents and their respective Related Parties in respect of any actions taken or omitted to be taken by any of them while the retiring Administrative Agent it was acting as the Administrative Agent.

Successor. Subject Either Agent may resign as such at any time upon at least 30 days' prior notice to Micro and all the appointment and acceptance of Lenders. If either Agent shall at any time resign, the Required Lenders, after consultations with Micro, may appoint another Lender as a successor Administrative Agent or Documentation Agent, as provided in this Sectionthe case may be, the whereupon such Lender shall become an Administrative Agent or Documentation Agent hereunder, as the case may resign at any time upon notice to the Lenders, the Issuing Bank and the Borrower. 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), to appoint a successorbe. If no successor Administrative Agent or Documentation Agent shall have been so appointed by the Required Lenders Lenders, and shall have accepted such appointment appointment, within 30 days after the retiring Administrative Agent gives Agent's or Documentation Agent's giving notice of its resignation, then the retiring Administrative Agent or Documentation Agent may, on behalf of the Lenders and the Issuing BankLenders, after consultations with Micro, appoint a successor Administrative Agent that or Documentation Agent, as the case may be, which shall be one of the Lenders or a bank with an office in New Yorkcommercial 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, New York, or an Affiliate and having a combined capital and surplus of any such bankat least $500,000,000. Upon the acceptance of its any appointment as the Administrative Agent hereunder or Documentation Agent hereunder, as the case may be, by a successorsuccessor 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 the rights, powers, privileges and duties of the retiring Administrative Agent or Documentation Agent, as the case may be, and the retiring Administrative Agent or Documentation Agent shall be discharged from all its duties and obligations under the Loan Documents in its capacity as this Agreement. No resignation or removal of either the Administrative Agent. The fees payable by Agent or Documentation Agent pursuant to this Section 10.4 shall be effective until the Borrower to appointment of a successor Administrative Agent shall be or Documentation Agent, as the same as those payable to its predecessor unless otherwise agreed between the Borrower and such successorcase may be, has become effective. After the any retiring Administrative Agent’s 's or Documentation Agent's resignation hereunderhereunder as an Administrative Agent or Documentation Agent, as the case may be, the provisions of of: (a) this Article VIII and Section 9.03 ARTICLE X shall continue in effect for the inure to its benefit of such retiring Administrative Agent, its sub-agents and their respective Related Parties in respect of as to any actions taken or omitted to be taken by any of them it while it was the retiring Administrative Agent was acting as the Administrative Agentor Documentation Agent under this Agreement; and (b) Sections 11.3 and 11.4 shall continue to inure to its benefit.

Successor. Subject The Administrative Agent may resign as such at any time upon at least 30 days' prior notice to the appointment Company and acceptance of all Lenders. If the Administrative Agent at any time shall resign, the Required Lenders may appoint another Lender as a successor Administrative Agent as provided in this Section, which shall thereupon become the Administrative Agent may resign at any time upon notice to the Lenders, the Issuing Bank and the Borrower. 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), to appoint a successorhereunder. If no successor Administrative Agent shall have been so appointed by the Required Lenders Lenders, and shall have accepted such appointment appointment, within 30 days after the retiring Administrative Agent gives Agent's giving notice of its resignation, then the retiring Administrative Agent may, on behalf of the Lenders and the Issuing BankLenders, appoint a successor Administrative Agent that Agent, which shall be one of the Lenders or, with the approval of the Company (such approval not to be unreasonably withheld), a bank with an office in New Yorkcommercial 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, New York, or an Affiliate and having a combined capital and surplus of any such bankat least $500,000,000. Upon the acceptance of its any appointment as the Administrative Agent hereunder by a successorsuccessor Administrative Agent, 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 the rights, powers, privileges and duties of the retiring Administrative Agent, and the retiring Administrative Agent shall be discharged from all its duties and obligations under the Loan Documents in its capacity this Agreement. After any retiring Administrative Agent's resignation hereunder as the Administrative Agent. The fees payable by the Borrower to a successor Administrative Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Borrower and such successor. After the Administrative Agent’s resignation hereunder, the provisions of of (a) this Article VIII and Section 9.03 10 shall continue in effect for the inure to its benefit of such retiring Administrative Agent, its sub-agents and their respective Related Parties in respect of as to any actions taken or omitted to be taken by any of them it while it was the retiring Administrative Agent was acting as the Administrative Agentunder this Agreement; and (b) Section 10.2 and Section 10.3 shall continue to inure to its benefit.

Successor. Subject to the appointment and acceptance of a successor Administrative Agent as provided in this Section, the The Administrative Agent may resign as such at any time upon at least 30 days' prior notice to the Borrower and all Lenders, . If the Issuing Bank and the Borrower. Upon Administrative Agent at any such resignationtime shall resign, the Required Lenders shall have may, within ten (10) days after such notice and with the right, subject to the approval consent of the Borrower (which approval shall not to be unreasonably withheld), to appoint another Lender as a successorsuccessor Administrative Agent which shall thereupon become the Administrative Agent hereunder. If no successor Administrative Agent shall have been so appointed by the Required Lenders Lenders, and shall have accepted such appointment appointment, within 30 days after the retiring Administrative Agent gives Agent's giving notice of its resignation, then the retiring Administrative Agent may, on behalf of the Lenders Lenders, after notice to and consultation with the Issuing BankBorrower, appoint a successor Administrative Agent that Agent, which shall be a bank with an office in New York, New York, one of the Lenders or an Affiliate Assignee, and shall have a combined capital and surplus of any such bankat least $250,000,000. Upon the acceptance of its any appointment as the Administrative Agent hereunder by a successorsuccessor Administrative Agent, 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 the rights, powers, privileges and duties of the retiring Administrative Agent, and the retiring Administrative Agent shall be discharged from all its duties and obligations under this Agreement. After the Loan Documents in its capacity effective date of any retiring Administrative Agent's resignation hereunder as the Administrative Agent. The fees payable by the Borrower to a successor Administrative Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Borrower and such successor. After the Administrative Agent’s resignation hereunder, the provisions of (a) this Article VIII and Section 9.03 IX shall continue in effect for the inure to its benefit of such retiring Administrative Agent, its sub-agents and their respective Related Parties in respect of as to any actions taken or omitted to be taken by any of them it while it was the retiring Administrative Agent was acting as the Administrative Agentunder this Agreement; and (b) Section 10.3 and Section 10.4 shall continue to inure to its benefit.

Successor. Subject to the appointment and acceptance of a successor Administrative Agent as provided in this Section, the The Administrative Agent may resign from its agency position at any time upon at least 30 days’ prior notice to the Borrower and all Lenders, . If the Issuing Bank and the Borrower. Upon Administrative Agent at any such resignationtime shall resign, the Required Lenders shall have the rightmay, subject upon at least 3 days’ (so long as one of such days is a Business Day) prior notice to the approval of Borrower and all Lenders, appoint another Lender as a successor Administrative Agent, which shall thereupon become the Borrower (which approval shall not be unreasonably withheld), to appoint a successorAdministrative Agent hereunder. If no successor Administrative Agent shall have been so appointed by the Required Lenders Lenders, and shall have accepted such appointment appointment, within 30 days after the retiring Administrative Agent gives Agent’s giving notice of its resignation, then the retiring Administrative Agent may, on behalf of the Lenders Lenders, upon at least 3 days’ prior notice to the Borrower and the Issuing Bankall Lenders, appoint a successor Administrative Agent that Agent, which shall be one of the Lenders or a bank with an office commercial 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 $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 New Yorkclause (y) above, New York, or an Affiliate such retiring Administrative Agent shall be permitted to appoint as its successor from all available commercial banking institutions willing to accept such appointment such institution having the highest credit rating of any all such bankavailable and willing institutions. Upon the acceptance of its any appointment as the Administrative Agent hereunder by a successorsuccessor Administrative Agent, 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 the rights, powers, privileges and duties of the retiring Administrative Agent, and the retiring Administrative Agent shall be discharged from all its duties and obligations under the Loan Documents in its capacity this Agreement. After any retiring Administrative Agent’s resignation hereunder as the Administrative Agent. The fees payable by the Borrower to a successor Administrative Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Borrower and such successor. After the Administrative Agent’s resignation hereunder, the provisions of of (a) this Article VIII and Section 9.03 X shall continue in effect for the inure to its benefit of such retiring Administrative Agent, its sub-agents and their respective Related Parties in respect of as to any actions taken or omitted to be taken by any of them it while it was the retiring Administrative Agent was acting as the Administrative Agentunder this Agreement; and (b) Section 11.3 and Section 11.4 shall continue to inure to its benefit.

Successor. Subject The Administrative Agent may resign as such at any time upon at least 30 days’ prior notice to the appointment Borrower and acceptance of all Lenders. If the Administrative Agent at any time shall resign, the Required Lenders may appoint another Lender as a successor Administrative Agent as provided in this Section, that shall thereupon become the Administrative Agent may resign at any time upon notice to the Lenders, the Issuing Bank and the Borrower. 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), to appoint a successorhereunder. If no successor Administrative Agent shall have been so appointed by the Required Lenders Lenders, and shall have accepted such appointment appointment, within 30 days after the retiring Administrative Agent gives Agent’s giving notice of its resignation, then the retiring Administrative Agent may, on behalf of the Lenders and the Issuing BankLenders, appoint a successor Administrative Agent that Agent, which shall be one of the Lenders or a bank with an office commercial 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 $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 New Yorkabove, New Yorkthe 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, or an Affiliate of any such bankif any, as the Required Lenders appoint a successor as provided for above. Upon the acceptance of its any appointment as the Administrative Agent hereunder by a successorsuccessor Administrative Agent, 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 the rights, powers, privileges and duties of the retiring Administrative Agent, and the retiring Administrative Agent shall be discharged from all its duties and obligations under the Loan Documents in its capacity Documents. After any retiring Administrative Agent’s resignation hereunder as the Administrative Agent. The fees payable by the Borrower to a successor Administrative Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Borrower and such successor. After the Administrative Agent’s resignation hereunder, the provisions of this Article VIII and Section 9.03 shall continue in effect for the inure to its benefit of such retiring Administrative Agent, its sub-agents and their respective Related Parties in respect of as to any actions taken or omitted to be taken by any of them it while it was the retiring Administrative Agent was acting as under the Administrative AgentLoan Documents, and Section 10.3 and Section10.4 shall continue to inure to its benefit.

Successor. Subject to Any of the appointment and acceptance of a successor Administrative Agent as provided in this Section, the Administrative Agent Agents may resign as such at any time upon at least 30 days’ prior notice to the Borrower and all Lenders, . If the Issuing Bank and the Borrower. Upon Administrative Agent at any such resignationtime shall resign, the Required Lenders may appoint another Lender as the successor Administrative Agent which shall have thereupon become the right, subject to the approval of the Borrower (which approval shall not be unreasonably withheld), to appoint a successorAdministrative Agent hereunder. If no successor Administrative Agent shall have been so appointed by the Required Lenders Lenders, and shall have accepted such appointment appointment, within 30 days after the retiring Administrative Agent gives Agent’s giving notice of its resignation, then the retiring Administrative Agent may, on behalf of the Lenders and the Issuing BankLenders, appoint a successor Administrative Agent that Agent, which shall be one of the Lenders or a bank with an office in New Yorkcommercial 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, New York, or an Affiliate and having a combined capital and surplus of any such bankat least $500,000,000. Upon the acceptance of its any appointment as the Administrative Agent hereunder by a successorsuccessor Administrative Agent, 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 the rights, powers, privileges and duties of the retiring Administrative Agent, and the retiring Administrative Agent shall be discharged from all its duties and obligations under the Loan Documents in its capacity as the Administrative Agent. The fees payable by the Borrower to a successor Administrative Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Borrower and such successorthis Agreement. After the a retiring Administrative Agent’s resignation hereunderhereunder as a Administrative Agent, the provisions of this Article VIII and Section 9.03 IX shall continue in effect for the inure to its benefit of such retiring Administrative Agent, its sub-agents and their respective Related Parties in respect of as to any actions taken or omitted to be taken by any of them it while it was the retiring Administrative Agent was acting as under this Agreement, and Section 10.4 (and, with respect to the Administrative Agent, Section 10.3) shall continue to inure to its benefit.

Successor. Subject The Administrative Agent may resign as such at any time upon at least 60 days’ prior notice to KIL and all Lenders. If the appointment and acceptance of Administrative Agent at any time shall resign, the Required Lenders may appoint another Lender as a successor Administrative Agent as provided in this Sectionwhich, with the prior written consent of KIL, not to be unreasonably withheld or delayed, shall thereupon become the Administrative Agent may resign at any time upon notice to the Lenders, the Issuing Bank and the Borrower. 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), to appoint a successorhereunder. If no successor Administrative Agent shall have been so appointed by the Required Lenders Lenders, and shall have accepted such appointment appointment, within 30 days after the retiring Administrative Agent gives Agent’s giving notice of its resignation, then the retiring Administrative Agent may, on behalf of the Lenders and the Issuing BankLenders, appoint a successor Administrative Agent that Agent, which shall be one of the Lenders or a bank with an office in New Yorkcommercial 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, New York, or an Affiliate and having a combined capital and surplus of any such bankat least $500,000,000. Upon the acceptance of its any appointment as the Administrative Agent hereunder by a successorhereunder, 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 the rights, powers, privileges and duties of the retiring Administrative Agent, and the retiring Administrative Agent shall be discharged from all its duties and obligations under the Loan Documents in its capacity this Agreement. After any retiring Administrative Agent’s resignation hereunder as the Administrative Agent. The fees payable by the Borrower to a successor Administrative Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Borrower and such successor. After the Administrative Agent’s resignation hereunder, the provisions of (i) this Article VIII and Section 9.03 IX shall continue in effect for the inure to its benefit of such retiring Administrative Agent, its sub-agents and their respective Related Parties in respect of as to any actions taken or omitted to be taken by any of them it while it was the retiring Administrative Agent was acting as the Administrative Agentunder this Agreement and (ii) Section 10.3 and Section 10.4 shall continue to inure to its benefit.

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

Successor. Subject The Syndication Agent may resign as such upon one Business Day's notice to the appointment Borrower and acceptance of a successor the Administrative Agent as provided in this Section, the Agent. The Administrative Agent may resign as such at any time upon at least 30 days' prior notice to the Borrower and all Lenders, . If the Issuing Bank and the Borrower. Upon Administrative Agent at any such resignationtime shall resign, the Required Lenders shall have may, with the right, subject to the approval prior consent of the Borrower (which approval consent shall not be unreasonably withheld), to appoint another Lender as a successorsuccessor Administrative Agent which shall thereupon become the Administrative Agent hereunder. If no successor Administrative Agent shall have been so appointed by the Required Lenders Lenders, and shall have accepted such appointment appointment, within 30 days after the retiring Administrative Agent gives Agent's giving notice of its resignation, then the retiring Administrative Agent may, on behalf of the Lenders and the Issuing BankLenders, appoint a successor Administrative Agent that Agent, which shall be one of the Lenders or a bank with an office in New Yorkcommercial banking institution organized under the laws of the United States or a United States branch or agency of a commercial banking institution, New York, or an Affiliate and having a combined capital and surplus of any such bankat least $500,000,000. Upon the acceptance of its any appointment as the Administrative Agent hereunder by a successorsuccessor Administrative Agent, 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 the rights, powers, privileges and duties of the retiring Administrative Agent, and the retiring Administrative Agent shall be discharged from all its duties and obligations under the Loan Documents in its capacity this Agreement. After any retiring Administrative Agent's resignation hereunder as the Administrative Agent. The fees payable by the Borrower to a successor Administrative Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Borrower and such successor. After the Administrative Agent’s resignation hereunder, the provisions of (i) this Article VIII and Section 9.03 IX shall continue in effect for the inure to its benefit of such retiring Administrative Agent, its sub-agents and their respective Related Parties in respect of as to any actions taken or omitted to be taken by any of them it while it was the retiring Administrative Agent was acting as the Administrative Agentunder this Agreement, and (ii) Section 10.3 and Section 10.4 shall continue to inure to its benefit.

Successor. Subject The Administrative Agent may resign as such at any time upon at least 30 days' prior notice to the appointment Term Loan Borrower and acceptance of all Lenders. If the Administrative Agent at any time shall resign, the Required Lenders may appoint another Lender as a successor Administrative Agent as provided in this Section, which shall thereupon become the Administrative Agent may resign at any time upon notice to the Lenders, the Issuing Bank and the Borrower. 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), to appoint a successorhereunder. If no successor Administrative Agent shall have been so appointed by the Required Lenders Lenders, and shall have accepted such appointment appointment, within 30 days after the retiring Administrative Agent gives Agent's giving notice of its resignation, then the retiring Administrative Agent may, on behalf of the Lenders and the Issuing BankLenders, appoint a successor Administrative Agent that Agent, which shall be one of the Lenders or a bank with an office commercial 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 $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 New Yorkabove, New Yorkthe 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, or an Affiliate of any such bankif any, as the Required Lenders appoint a successor as provided for above. Upon the acceptance of its any appointment as the Administrative Agent hereunder by a successorsuccessor Administrative Agent, 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 the rights, powers, privileges and duties of the retiring Administrative Agent, and the retiring Administrative Agent shall be discharged from all its duties and obligations under the Loan Documents in its capacity Documents. After any retiring Administrative Agent's resignation hereunder as the Administrative Agent. The fees payable by the Borrower to a successor Administrative Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Borrower and such successor. After the Administrative Agent’s resignation hereunder, the provisions of this Article VIII and Section 9.03 shall continue in effect for the inure to its benefit of such retiring Administrative Agent, its sub-agents and their respective Related Parties in respect of as to any actions taken or omitted to be taken by any of them it while it was the retiring Administrative Agent was acting as under the Administrative AgentLoan Documents, and Section 11.3 and Section 11.4 shall continue to inure to its benefit.

Successor. Subject The Administrative Agent may resign as such at any time upon at least 30 days’ prior notice to the appointment Borrowers and acceptance of all Lenders. If the Administrative Agent at any time shall resign, the Required Lenders may appoint another Lender as a successor Administrative Agent as provided in this Section, which shall thereupon become the Administrative Agent may resign at any time upon notice to the Lenders, the Issuing Bank and the Borrower. 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), to appoint a successorhereunder. If no successor Administrative Agent shall have been so appointed by the Required Lenders Lenders, and shall have accepted such appointment appointment, within 30 days after the retiring Administrative Agent gives Agent’s giving notice of its resignation, then the retiring Administrative Agent may, on behalf of the Lenders and the Issuing BankLenders, appoint a successor Administrative Agent that Agent, which shall be one of the Lenders or a bank with an office commercial 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 $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 New Yorkabove, New Yorkthe 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, or an Affiliate of any such bankif any, as the Required Lenders appoint a successor as provided for above. Upon the acceptance of its any appointment as the Administrative Agent hereunder by a successorsuccessor Administrative Agent, 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 the rights, powers, privileges and duties of the retiring Administrative Agent, and the retiring Administrative Agent shall be discharged from all its duties and obligations under the Loan Documents in its capacity Documents. After any retiring Administrative Agent’s resignation hereunder as the Administrative Agent. The fees payable by the Borrower to a successor Administrative Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Borrower and such successor. After the Administrative Agent’s resignation hereunder, the provisions of this Article VIII and Section 9.03 shall continue in effect for the inure to its benefit of such retiring Administrative Agent, its sub-agents and their respective Related Parties in respect of as to any actions taken or omitted to be taken by any of them it while it was the retiring Administrative Agent was acting as under the Administrative AgentLoan Documents, and Section 10.3 and Section 10.4 shall continue to inure to its benefit.

Successor. Subject to the appointment and acceptance of a successor Administrative Agent as provided in this Section, the Administrative The Agent may resign as such at any time upon at least 10 days’ prior notice to the Lenders, the Issuing Bank Borrower and the BorrowerLenders. Upon If the Agent at any such resignationtime shall resign, the Required Lenders shall have may appoint another Lender as a successor Agent (with, so long as no Default or Event of Default has occurred and is continuing, the right, subject to the approval consent of the Borrower (which approval shall Borrower, provided that the resignation of the Agent is not be unreasonably withheldcontingent upon such consent), to appoint a successorwhich Lender, upon such appointment (and all applicable consents), thereupon shall become the Agent hereunder. If no successor Agent shall have been so appointed by the Required Lenders Lenders, and shall have accepted such appointment appointment, within 30 days after the retiring Administrative Agent gives Agent’s giving notice of its resignation, then the retiring Administrative Agent may, on behalf of the Lenders and the Issuing BankLenders, appoint a successor Administrative Agent that Agent, which shall be one of the Lenders or a bank with an office in New Yorkcommercial 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, New Yorkand having a combined capital and surplus of at least $250,000,000; provided, or an Affiliate 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 any the duties of the Agent hereunder until such banktime, if any, as the Required Lenders appoint a successor as provided for above. Upon the acceptance of its any appointment as the Administrative Agent hereunder by a successorsuccessor 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 shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring Administrative Agent, and the retiring Administrative Agent shall be discharged from all its duties and obligations under the Loan Documents in its capacity as the Administrative Agent. The fees payable by the Borrower to a successor Administrative Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Borrower and such successorCredit Documents. After the Administrative any retiring Agent’s resignation hereunderhereunder as the Agent, the provisions of this Article VIII and Section 9.03 XII shall continue in effect for the inure to its benefit of such retiring Administrative Agent, its sub-agents and their respective Related Parties in respect of as to any actions taken or omitted to be taken by any of them it while it was the retiring Administrative Agent was acting as under the Administrative AgentCredit Documents, and Section 13.3 and Section 13.4 shall continue to inure to its benefit.

Successor. Subject With effect from the Resignation Effective Date or the Removal Effective Date (as applicable) (1) the retiring or removed Administrative Agent shall be discharged from its duties and obligations hereunder and under the other Credit Documents (except that in the case of any collateral security held by the Administrative Agent on behalf of the Lenders or the Issuing Banks under any of the Credit Documents, the retiring or removed Administrative Agent shall continue to hold such collateral security until such time as a successor Administrative Agent is appointed) and (2) all payments, communications and determinations provided to be made by, to or through the appointment Administrative Agent shall instead be made by or to each Lender and acceptance of each Issuing Bank directly, until such time as the Required Lenders appoint a successor Administrative Agent as provided for above in this Section, the Administrative Agent may resign at any time upon notice to the Lenders, the Issuing Bank and the Borrower. 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), to appoint a successor. If no successor shall have been so appointed by the Required Lenders and shall have accepted such appointment within 30 days after the retiring Administrative Agent gives notice of its resignation, then the retiring Administrative Agent may, on behalf of the Lenders and the Issuing Bank, appoint a successor Administrative Agent that shall be a bank with an office in New York, New York, or an Affiliate of any such bank. Upon the acceptance of its a successor’s appointment as the Administrative Agent hereunder by a successorhereunder, such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring or removed Administrative Agent, and the retiring or removed Administrative Agent shall be discharged from all of its duties and obligations hereunder or under the Loan other Credit Documents (if not already discharged therefrom as provided above in its capacity as the Administrative Agentthis Section). The fees payable by the Borrower Borrowers to a successor Administrative Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Borrower Borrowers and such successor. After the retiring or removed Administrative Agent’s resignation hereunderhereunder and under the other Credit Documents, the provisions of this Article VIII and Section 9.03 10.26 shall continue in effect for the benefit of such retiring or removed Administrative Agent, its sub-agents and their respective Related Parties in respect of any actions taken or omitted to be taken by any of them while the retiring or removed Administrative Agent was acting as the Administrative Agent.

Successor. Subject The Syndication Agent or the Documentation Agent may resign as such upon one Business Day's notice to the appointment Company and acceptance of a successor the Administrative Agent as provided in this Section, the Agent. The Administrative Agent may resign as such at any time upon at least 30 days' prior notice to the Company and all Lenders, . If the Issuing Bank and the Borrower. Upon Administrative Agent at any such resignationtime shall resign, the Required Lenders shall have may, with the right, subject to the approval prior consent of the Borrower Company (which approval consent shall not be unreasonably withheld), to appoint another Lender as a successorsuccessor Administrative Agent which shall thereupon become the Administrative Agent hereunder. If no successor Administrative Agent shall have been so appointed by the Required Lenders Lenders, and shall have accepted such appointment appointment, within 30 days after the retiring Administrative Agent gives Agent's giving notice of its resignation, then the retiring Administrative Agent may, on behalf of the Lenders and the Issuing BankLenders, appoint a successor Administrative Agent that Agent, which shall be one of the Lenders or a bank with an office in New Yorkcommercial banking institution organized under the laws of the United States or a United States branch or agency of a commercial banking institution, New York, or an Affiliate and having a combined capital and surplus of any such bankat least $500,000,000. Upon the acceptance of its any appointment as the Administrative Agent hereunder by a successorsuccessor Administrative Agent, 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 the rights, powers, privileges and duties of the retiring Administrative Agent, and the retiring Administrative Agent shall be discharged from all its duties and obligations under the Loan Documents in its capacity this Agreement. After any retiring Administrative Agent's resignation hereunder as the Administrative Agent. The fees payable by the Borrower to a successor Administrative Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Borrower and such successor. After the Administrative Agent’s resignation hereunder, the provisions of (i) this Article VIII and Section 9.03 IX shall continue in effect for the inure to its benefit of such retiring Administrative Agent, its sub-agents and their respective Related Parties in respect of as to any actions taken or omitted to be taken by any of them it while it was the retiring Administrative Agent was acting as the Administrative Agentunder this Agreement, and (ii) Section 11.3 and Section 11.4 shall continue to inure to its benefit.

Successor. Subject to the appointment and acceptance of a successor Administrative Agent as provided in this Section, the Administrative The Agent may resign as such at any time upon at least 30 days' prior notice to the Borrower and all Lenders. If the Agent at any time shall resign, the Issuing Bank and the Borrower. Upon any such resignation, (i) the Required Lenders may appoint another Lender as successor Agent which shall have thereupon become the right, subject to the approval of the Borrower Agent hereunder and (which approval shall not be unreasonably withheld), to appoint a successor. If ii) if no successor Agent shall have been so appointed by the Required Lenders Lenders, and shall have accepted such appointment appointment, within 30 days after the retiring Administrative Agent gives Agent's giving notice of its resignation, then the retiring Administrative Agent may, on behalf of the Lenders and the Issuing BankLenders, appoint a successor Administrative Agent that Agent, which shall be one of the Lenders or a bank with an office in New Yorkcommercial 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, New York, or an Affiliate and having a combined capital and surplus of at least $500,000,000; provided that if any such successor Agent is organized under the laws of any jurisdiction other than the United States or any state thereof or is beneficially owned or controlled by a person so organized, such banksuccessor Agent shall execute such documents and instruments, if any, as may be required by the United States Department of Defense. Upon the acceptance of its any appointment as the Administrative Agent hereunder by a successorsuccessor 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 shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring Administrative Agent, and the retiring Administrative Agent shall be discharged from all its duties and obligations under the Loan Documents in its capacity this Agreement. After any retiring Agent's resignation hereunder as the Administrative Agent. The fees payable by the Borrower to a successor Administrative Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Borrower and such successor. After the Administrative Agent’s resignation hereunder, the provisions of of (a) this Article VIII and Section 9.03 X shall continue in effect for the benefit of inure to such retiring Administrative Agent, its sub-agents and their respective Related Parties in respect of 's benefit as to any actions taken or omitted to be taken by any of them it while it was the Agent under this Agreement; and (b) Section 11.3 and Section 11.4 shall continue to inure to such retiring Administrative Agent was acting as the Administrative Agent's benefit.

Successor. Subject The Syndication Agent may resign upon one Business Day's notice to the appointment Borrower and acceptance of the Administrative Agent. The Administrative Agent may resign as such at any time 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 appoint another Lender as a successor Administrative Agent as provided in this Section, which shall thereupon become the Administrative Agent may resign at any time upon notice to the Lenders, the Issuing Bank and the Borrower. 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), to appoint a successorhereunder. If no successor Administrative Agent shall have been so appointed by the Required Lenders Lenders, and shall have accepted such appointment appointment, within 30 days after the retiring Administrative Agent gives Agent's giving notice of its resignation, then the retiring Administrative Agent may, on behalf of the Lenders and the Issuing BankLenders, appoint a successor Administrative Agent that Agent, which shall be one of the Lenders or a bank with an office in New Yorkcommercial 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, New York, or an Affiliate and having a combined capital and surplus of any such bankat least $500,000,000. Upon the acceptance of its any appointment as the Administrative Agent hereunder by a successorsuccessor Administrative Agent, 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 the rights, powers, privileges and duties of the retiring Administrative Agent, and the retiring Administrative Agent shall be discharged from all its duties and obligations under the Loan Documents in its capacity this Agreement. After any retiring Administrative Agent's resignation hereunder as the Administrative Agent. The fees payable by the Borrower to a successor Administrative Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Borrower and such successor. After the Administrative Agent’s resignation hereunder, the provisions of of (a) this Article VIII and Section 9.03 IX shall continue in effect for the inure to its benefit of such retiring Administrative Agent, its sub-agents and their respective Related Parties in respect of as to any actions taken or omitted to be taken by any of them it while it was the retiring Administrative Agent was acting as the Administrative Agentunder this Agreement; and (b) Section 10.3 and Section 10.4 shall continue to inure to its benefit.

Successor. Subject The Syndication Agent may resign as such upon one Business Day's notice to the appointment Borrower and acceptance of a successor the Administrative Agent as provided in this Section, the Agent. The Administrative Agent may resign as such at any time upon at least 30 days' prior notice to the Borrower and all Lenders, . If the Issuing Bank and the Borrower. Upon Administrative Agent at any such resignationtime shall resign, the Required Lenders shall have may, with the right, subject to the approval prior consent of the Borrower (which approval consent shall not be unreasonably withheld), to appoint another Lender as a successorsuccessor Administrative Agent which shall thereupon become the Administrative Agent hereunder. If no successor Administrative Agent shall have been so appointed by the Required Lenders Lenders, and shall have accepted such appointment appointment, within 30 days after the retiring Administrative Agent gives Agent's giving notice of its resignation, then the retiring Administrative Agent may, on behalf of the Lenders and the Issuing BankLenders, appoint a successor Administrative Agent that Agent, which shall be one of the Lenders or a bank with an office in New Yorkcommercial banking institution organized under the laws of the United States or a United States branch or agency of a commercial banking institution, New York, or an Affiliate and having a combined capital and surplus of any such bankat least $500,000,000. Upon the acceptance of its any appointment as the Administrative Agent hereunder by a successorsuccessor Administrative Agent, 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 the rights, powers, privileges and duties of the retiring Administrative Agent, and the retiring Administrative Agent shall be discharged from all its duties and obligations under the Loan Documents in its capacity as the Administrative Agent. The fees payable by the Borrower to a successor Administrative Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Borrower and such successorthis Agreement. After the Administrative Agent’s resignation hereunder, the provisions of this Article VIII and Section 9.03 shall continue in effect for the benefit of such retiring Administrative Agent, its sub-agents and their respective Related Parties in respect of any actions taken or omitted to be taken by any of them while the retiring Administrative Agent was acting as the Administrative Agent.retiring

Successor. Subject to the appointment and acceptance of a successor Administrative Agent as provided in this SectionSection 8.07, the Administrative Agent may resign at any time upon notice to by notifying the Lenders, the Issuing Bank and the BorrowerCompany. Upon any such resignation, the Required Lenders shall have the right, subject to in consultation with the approval of the Borrower (which approval shall not be unreasonably withheld)Company, to appoint a successor. If no successor shall have been so appointed by the Required Lenders and shall have accepted such appointment within 30 thirty (30) days after the retiring Administrative Agent gives notice of its resignation, then the retiring Administrative Agent may, on behalf of the Lenders and the Issuing Bank, appoint a successor Administrative Agent that which shall be a bank with an office in New YorkTulsa, New YorkOklahoma, or an Affiliate of any such bank. Upon the acceptance of its appointment as the Administrative Agent hereunder by a successor, such successor shall succeed to and become vested with all the rights, powers, privileges and duties of the retiring Administrative Agent, and the retiring Administrative Agent shall be discharged from all its duties and obligations under the Loan Documents in its capacity as the Administrative Agenthereunder. The fees payable by the Borrower Borrowers to a successor Administrative Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Borrower Borrowers and such successor. After the Administrative Agent’s resignation hereunder, the provisions of this Article VIII and Section 9.03 shall continue in effect for the benefit of such retiring Administrative Agent, its sub-agents and their respective Related Parties in respect of any actions taken or omitted to be taken by any of them while the retiring Administrative Agent it was acting as the Administrative Agent.

Successor. Subject With effect from the Resignation Effective Date or the Removal Effective Date (as applicable) (1) the retiring or removed Administrative Agent shall be discharged from its duties and obligations hereunder and under the other Credit Documents (except that in the case of any collateral security held by the Administrative Agent on behalf of the Lenders or the Issuing Banks under any of the Credit Documents, the retiring or removed Administrative Agent shall continue to hold such collateral security until such time as a successor Administrative Agent is appointed) and (2) all payments, communications and determinations provided to be made by, to or through the appointment Administrative Agent shall instead be made by or to each Lender and acceptance of each Issuing Bank directly, until such time as the Required Lenders appoint a successor Administrative Agent as provided for above in this Section, the Administrative Agent may resign at any time upon notice to the Lenders, the Issuing Bank and the Borrower. 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), to appoint a successor. If no successor shall have been so appointed by the Required Lenders and shall have accepted such appointment within 30 days after the retiring Administrative Agent gives notice of its resignation, then the retiring Administrative Agent may, on behalf of the Lenders and the Issuing Bank, appoint a successor Administrative Agent that shall be a bank with an office in New York, New York, or an Affiliate of any such bank. Upon the acceptance of its a successor’s appointment as the Administrative Agent hereunder by a successorhereunder, such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring or removed Administrative Agent, and the retiring or removed Administrative Agent shall be discharged from all of its duties and obligations hereunder or under the Loan other Credit Documents (if not already discharged therefrom as provided above in its capacity as the Administrative Agentthis Section). The fees payable by the Borrower Borrowers to a successor Administrative Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Borrower and such successor. After the retiring or removed Administrative Agent’s resignation hereunderhereunder and under the other Credit Documents, the provisions of this Article VIII and Section 9.03 10.26 shall continue in effect for the benefit of such retiring or removed Administrative Agent, its sub-agents and their respective Related Parties in respect of any actions taken or omitted to be taken by any of them while the retiring or removed Administrative Agent was acting as the Administrative Agent.

Successor. Subject The Administrative Agent may resign as such at any time upon at least 30 days’ prior notice to the appointment Term Loan Borrower and acceptance of all Lenders. If the Administrative Agent at any time shall resign, the Required Lenders may appoint another Lender as a successor Administrative Agent as provided in this Section, which shall thereupon become the Administrative Agent may resign at any time upon notice to the Lenders, the Issuing Bank and the Borrower. 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), to appoint a successorhereunder. If no successor Administrative Agent shall have been so appointed by the Required Lenders Lenders, and shall have accepted such appointment appointment, within 30 days after the retiring Administrative Agent gives Agent’s giving notice of its resignation, then the retiring Administrative Agent may, on behalf of the Lenders and the Issuing BankLenders, appoint a successor Administrative Agent that Agent, which shall be one of the Lenders or a bank with an office commercial 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 $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 New Yorkabove, New Yorkthe 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, or an Affiliate of any such bankif any, as the Required Lenders appoint a successor as provided for above. Upon the acceptance of its any appointment as the Administrative Agent hereunder by a successorsuccessor Administrative Agent, 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 the rights, powers, privileges and duties of the retiring Administrative Agent, and the retiring Administrative Agent shall be discharged from all its duties and obligations under the Loan Documents in its capacity Documents. After any retiring Administrative Agent’s resignation hereunder as the Administrative Agent. The fees payable by the Borrower to a successor Administrative Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Borrower and such successor. After the Administrative Agent’s resignation hereunder, the provisions of this Article VIII and Section 9.03 shall continue in effect for the inure to its benefit of such retiring Administrative Agent, its sub-agents and their respective Related Parties in respect of as to any actions taken or omitted to be taken by any of them it while it was the retiring Administrative Agent was acting as under the Administrative AgentLoan Documents, and Section 11.3 and Section 11.4 shall continue to inure to its benefit.

Successor. Subject The Syndication Agent may resign as such upon one Business Day’s notice to the appointment Borrower and acceptance of a successor the Administrative Agent as provided in this Section, the Agent. The Administrative Agent may resign as such at any time upon at least 30 days prior notice to the Borrower and all Lenders, . If the Issuing Bank and the Borrower. Upon Administrative Agent at any such resignationtime shall resign, the Required Lenders shall have may, with the right, subject to the approval prior consent of the Borrower (which approval consent shall not be unreasonably withheld), to appoint another Lender as a successorsuccessor Administrative Agent which shall thereupon become the Administrative Agent hereunder. If no successor Administrative Agent shall have been so appointed by the Required Lenders Lenders, and shall have accepted such appointment appointment, within 30 days after the retiring Administrative Agent gives Agent’s giving notice of its resignation, then the retiring Administrative Agent may, on behalf of the Lenders and the Issuing BankLenders, appoint a successor Administrative Agent that Agent, which shall be one of the Lenders or a bank with an office commercial 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 $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 New Yorkabove, New Yorkthe 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, or an Affiliate of any such bankif any, as the Required Lenders appoint a successor as provided for above. Upon the acceptance of its any appointment as the Administrative Agent hereunder by a successorsuccessor Administrative Agent, 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 the rights, powers, privileges and duties of the retiring Administrative Agent, and the retiring Administrative Agent shall be discharged from all its duties and obligations under the Loan Documents in its capacity this Agreement. After any retiring Administrative Agent’s resignation hereunder as the Administrative Agent. The fees payable by the Borrower to a successor Administrative Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Borrower and such successor. After the Administrative Agent’s resignation hereunder, the provisions of of (a) this Article VIII and Section 9.03 X shall continue in effect for the inure to its benefit of such retiring Administrative Agent, its sub-agents and their respective Related Parties in respect of as to any actions taken or omitted to be taken by any of them it while it was the retiring Administrative Agent was acting as the Administrative Agentunder this Agreement; and (b) Section 11.3 and Section 11.4 shall continue to inure to its benefit.

Successor. Subject The Administrative Agent may resign as such at any time upon at least 30 days' prior notice to the appointment Borrower and acceptance all Lenders. If the Administrative Agent at any time shall resign, the Required Lenders may, with the Borrower's consent so long as no Event of Default has occurred and is continuing, appoint another Lender as a successor Administrative Agent as provided in this Section, which shall thereupon become the Administrative Agent may resign at any time upon notice to the Lenders, the Issuing Bank and the Borrower. 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), to appoint a successorhereunder. If no successor Administrative Agent shall have been so appointed by the Required Lenders Lenders, and shall have accepted such appointment appointment, within 30 days after the retiring Administrative Agent gives Agent's giving notice of its resignation, then the retiring Administrative Agent may, on behalf of the Lenders and the Issuing BankLenders, appoint a successor Administrative Agent that Agent, which shall be one of the Lenders or a bank with an office in New Yorkcommercial 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, New York, or an Affiliate and having a combined capital and surplus of any such bankat least $500,000,000. Upon the acceptance of its any appointment as the Administrative Agent hereunder by a successorsuccessor Administrative Agent, 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 the rights, powers, privileges and duties of the retiring Administrative Agent, and the retiring Administrative Agent shall be discharged from all its duties and obligations under the Loan Documents in its capacity this Agreement. After any retiring Administrative Agent's resignation hereunder as the Administrative Agent. The fees payable by the Borrower to a successor Administrative Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Borrower and such successor. After the Administrative Agent’s resignation hereunder, the provisions of of (a) this Article VIII and Section 9.03 IX shall continue in effect for the inure to its benefit of such retiring Administrative Agent, its sub-agents and their respective Related Parties in respect of as to any actions taken or omitted to be taken by any of them it while it was the retiring Administrative Agent was acting as the Administrative Agentunder this Agreement; and (b) Section 10.3 and Section 10.4 shall continue to inure to its benefit.

Successor. Subject to the appointment and acceptance of a successor Administrative Agent as provided in this Section, the The Administrative Agent may resign as such at any time upon at least 30 days’ prior notice to the Borrower, all Lenders and all Issuing Lenders, . If the Issuing Bank and the Borrower. Upon Administrative Agent at any such resignationtime shall resign, the Required Lenders shall have may, within ten days after such notice and with the right, subject to the approval consent of the Borrower (which approval shall not to be unreasonably withheld), to appoint another Lender as a successorsuccessor Administrative Agent which shall thereupon become the Administrative Agent hereunder. If no successor Administrative Agent shall have been so appointed by the Required Lenders Lenders, and shall have accepted such appointment appointment, within 30 days after the retiring Administrative Agent gives Agent’s giving notice of its resignation, then the retiring Administrative Agent may, on behalf of the Lenders Lenders, after notice to and consultation with the Issuing BankBorrower, appoint a successor Administrative Agent that Agent, which shall be a bank with an office in New York, New York, one of the Lenders or an Affiliate Assignee, and shall have a combined capital and surplus of any such bankat least $250,000,000. Upon the acceptance of its any appointment as the Administrative Agent hereunder by a successorsuccessor Administrative Agent, 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 the rights, powers, privileges and duties of the retiring Administrative Agent, and the retiring Administrative Agent shall be discharged from all its duties and obligations under this Agreement. After the Loan Documents in its capacity effective date of any retiring Administrative Agent’s resignation hereunder as the Administrative Agent. The fees payable by the Borrower to a successor Administrative Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Borrower and such successor. After the Administrative Agent’s resignation hereunder, the provisions of (a) this Article VIII and Section 9.03 IX shall continue in effect for the inure to its benefit of such retiring Administrative Agent, its sub-agents and their respective Related Parties in respect of as to any actions taken or omitted to be taken by any of them it while it was the retiring Administrative Agent was acting as the Administrative Agentunder this Agreement; and (b) Section 10.3 and Section 10.4 shall continue to inure to its benefit.

Successor. Subject to the appointment and acceptance of a successor Administrative Agent as provided in this Section, the The Administrative Agent may resign as such --------- at any time upon at least 30 days' prior notice to the Borrower and all Lenders, . If the Issuing Bank and the Borrower. Upon Administrative Agent at any such resignationtime shall resign, the Required Lenders shall have may, within ten (10) days after such notice and with the right, subject to the approval consent of the Borrower (which approval shall not to be unreasonably withheld), to appoint another Lender as a successorsuccessor Administrative Agent which shall thereupon become the Administrative Agent hereunder. If no successor Administrative Agent shall have been so appointed by the Required Lenders Lenders, and shall have accepted such appointment appointment, within 30 days after the retiring Administrative Agent gives Agent's giving notice of its resignation, then the retiring Administrative Agent may, on behalf of the Lenders Lenders, after notice to and consultation with the Issuing BankBorrower, appoint a successor Administrative Agent that Agent, which shall be a bank with an office in New York, New York, one of the Lenders or an Affiliate Eligible Assignee, and shall have a combined capital and surplus of any such bankat least $250,000,000. Upon the acceptance of its any appointment as the Administrative Agent hereunder by a successorsuccessor Administrative Agent, 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 the rights, powers, privileges and duties of the retiring Administrative Agent, and the retiring Administrative Agent shall be discharged from all its duties and obligations under this Agreement. After the Loan Documents in its capacity effective date of any retiring Administrative Agents resignation hereunder as the Administrative Agent. The fees payable by the Borrower to a successor Administrative Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Borrower and such successor. After the Administrative Agent’s resignation hereunder, the provisions of (a) this Article VIII and Section 9.03 IX shall continue in effect for the inure to its benefit of such retiring Administrative Agent, its sub-agents and their respective Related Parties in respect of as to any actions ---------- taken or omitted to be taken by any of them it while it was the retiring Administrative Agent was acting as the Administrative Agentunder this Agreement; and (b) Section 10.3 and Section 10.4 shall continue to inure to ------------ ------------ its benefit.

Successor. Subject to the appointment and acceptance of a successor Administrative The Agent as provided in this Section, the or any Administrative Agent may resign as such at any time upon at least 30 days' prior notice to the Borrower and all Lenders, . If the Issuing Bank and the Borrower. Upon Agent or any such resignationAdministrative Agent at any time shall resign, the Required Lenders may appoint another Lender as a successor thereto which shall have thereupon become the rightAgent or an Administrative Agent, subject to the approval of the Borrower (which approval shall not be unreasonably withheld)as applicable, to appoint a successorhereunder. If no successor shall have been so appointed by the Required Lenders Lenders, and shall have accepted such appointment appointment, within 30 days after the retiring Agent's or Administrative Agent gives Agent's giving notice of its resignation, then the retiring Administrative Agent Person may, on behalf of the Lenders and the Issuing BankLenders, appoint a successor Administrative Agent that successor, which shall be one of the Lenders or a bank with an office in New Yorkcommercial 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, New York, or an Affiliate and having a combined capital and surplus of any such bankat least $500,000,000. Upon the acceptance of its any appointment as the Agent or Administrative Agent hereunder by a successorsuccessor Agent or Administrative Agent, such successor shall be entitled to receive from the retiring Agent or Administrative Agent such documents of transfer and assignment as such successor may reasonably request, and shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring Agent or Administrative Agent, as applicable, and the retiring Agent or Administrative Agent shall be discharged from all its duties and obligations under the Loan Documents in its capacity this Agreement. After any retiring Agent's or Administrative Agent's resignation hereunder as the Agent or Administrative Agent. The fees payable by the Borrower to a successor Administrative Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Borrower and such successor. After the Administrative Agent’s resignation hereunder, the provisions of of (a) this Article VIII and Section 9.03 X shall continue in effect for the inure to its benefit of such retiring Administrative Agent, its sub-agents and their respective Related Parties in respect of as to any actions taken or omitted to be taken by any of them it while it was the retiring Agent or Administrative Agent was acting as the Administrative Agentunder this Agreement; and (b) Section 11.3 (with respect to expenses incurred prior to resignation) and Section 11.4 shall continue to inure to its benefit.

Successor. Subject The Administrative Agent may resign as such at any time upon at least 30 days' prior notice to the appointment Borrower and acceptance of all Lenders. If the Administrative Agent at any time shall resign, the Required Lenders may appoint another Lender as a successor Administrative Agent as provided in this Section, which shall thereupon become the Administrative Agent may resign at any time upon notice to the Lenders, the Issuing Bank and the Borrower. 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), to appoint a successorhereunder. If no successor Administrative Agent shall have been so appointed by the Required Lenders Lenders, and shall have accepted such appointment appointment, within 30 days after the retiring Administrative Agent gives Agent's giving notice of its resignation, then the retiring Administrative Agent may, on behalf of the Lenders and the Issuing BankLenders, appoint a successor Administrative Agent that Agent, which shall be one of the Lenders or a bank with an office commercial 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 $500,000,000; 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 New Yorkabove, New Yorkthe 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, or an Affiliate of any such bankif any, as the Required Lenders appoint a successor as provided for above. Upon the acceptance of its any appointment as the Administrative Agent hereunder by a successorsuccessor Administrative Agent, 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 the rights, powers, privileges and duties of the retiring Administrative Agent, and the retiring Administrative Agent shall be discharged from all its duties and obligations under the Loan Documents in its capacity as the this Agreement. After any retiring Administrative Agent. The fees payable by the Borrower to a successor Administrative Agent shall be the same 's resignation hereunder as those payable to its predecessor unless otherwise agreed between the Borrower and such successor. After the Administrative Agent’s resignation hereunder, the provisions of of (a) this Article VIII and Section 9.03 IX shall continue in effect for the inure to its benefit of such retiring Administrative Agent, its sub-agents and their respective Related Parties in respect of as to any actions taken or omitted to be taken by any of them it while it was the retiring Administrative Agent was acting as the Administrative Agentunder this Agreement; and (b) Section 10.3 and Section 10.4 shall continue to inure to its benefit.

Successor. Subject The Administrative Agent may resign as such at --------- any time upon at least 30 days' prior notice to the appointment Borrower and acceptance of all Lenders. If the Administrative Agent at any time shall resign, the Required Lenders may appoint another Lender as a successor Administrative Agent as provided in this Section, which shall thereupon become the Administrative Agent may resign at any time upon notice to the Lenders, the Issuing Bank and the Borrower. 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), to appoint a successorhereunder. If no successor Administrative Agent shall have been so appointed by the Required Lenders Lenders, and shall have accepted such appointment appointment, within 30 days after the retiring Administrative Agent gives Agent's giving notice of its resignation, then the retiring Administrative Agent may, on behalf of the Lenders and the Issuing BankLenders, appoint a successor Administrative Agent that Agent, which shall be one of the Lenders or a bank with an office commercial 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 $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 New Yorkabove, New Yorkthe 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, or an Affiliate of any such bankif any, as the Required Lenders appoint a successor as provided for above. Upon the acceptance of its any appointment as the Administrative Agent hereunder by a successorsuccessor Administrative Agent, 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 the rights, powers, privileges and duties of the retiring Administrative Agent, and the retiring Administrative Agent shall be discharged from all its duties and obligations under the Loan Documents in its capacity this Agreement. After any retiring Administrative Agent's resignation hereunder as the Administrative Agent. The fees payable by the Borrower to a successor Administrative Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Borrower and such successor. After the Administrative Agent’s resignation hereunder, the provisions of of (a) this Article VIII and Section 9.03 IX shall continue in effect for the inure to its benefit of such retiring Administrative Agent, its sub-agents and their respective Related Parties in respect of as to any actions ---------- taken or omitted to be taken by any of them it while it was the retiring Administrative Agent was acting as the Administrative Agentunder this Agreement; and (b) Section 10.3 and Section 10.4 shall continue to inure to its ------------ ------------ benefit.

Successor. Subject The Syndication Agent may resign as such upon one Business Day's notice to the appointment Borrower and acceptance of a successor the Administrative Agent as provided in this Section, the Agent. The Administrative Agent may resign as such at any time upon at least 30 days' prior notice to the Borrower and all Lenders, . If the Issuing Bank and the Borrower. Upon Administrative Agent at any such resignationtime shall resign, the Required Lenders shall have may, with the right, subject to the approval prior consent of the Borrower (which approval consent shall not be unreasonably withheld), to appoint another Lender as a successorsuccessor Administrative Agent which shall thereupon become the Administrative Agent hereunder. If no successor Administrative Agent shall have been so appointed by the Required Lenders Lenders, and shall have accepted such appointment appointment, within 30 days after the retiring Administrative Agent gives Agent's giving notice of its -109- resignation, then the retiring Administrative Agent may, on behalf of the Lenders and the Issuing BankLenders, appoint a successor Administrative Agent that Agent, which shall be one of the Lenders or a bank with an office in New Yorkcommercial banking institution organized under the laws of the United States or a United States branch or agency of a commercial banking institution, New York, or an Affiliate and having a combined capital and surplus of any such bankat least $500,000,000. Upon the acceptance of its any appointment as the Administrative Agent hereunder by a successorsuccessor Administrative Agent, 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 the rights, powers, privileges and duties of the retiring Administrative Agent, and the retiring Administrative Agent shall be discharged from all its duties and obligations under the Loan Documents in its capacity this Agreement. After any retiring Administrative Agent's resignation hereunder as the Administrative Agent. The fees payable by the Borrower to a successor Administrative Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Borrower and such successor. After the Administrative Agent’s resignation hereunder, the provisions of (i) this Article VIII and Section 9.03 X shall continue in effect for the inure to its benefit of such retiring Administrative Agent, its sub-agents and their respective Related Parties in respect of as to any actions taken or omitted to be taken by any of them it while it was the retiring Administrative Agent was acting as the Administrative Agentunder this Agreement, and (ii) Section 11.3 and Section 11.4 shall continue to inure to its benefit.

Successor. Subject Any Co-Agent may resign as such upon one Business Day's notice to the appointment Borrower and acceptance of a successor Administrative Agent as provided in this Section, the Administrative Agent. The Syndication Agent may resign at any time upon one Business Day's notice to the Lenders, the Issuing Bank Borrower and the BorrowerAdministrative Agent. Upon The Administrative Agent may resign as such at any such resignationtime 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 shall have may, with the right, subject to the approval prior consent of the Borrower (which approval consent shall not be unreasonably withheld), to appoint another Lender as a successorsuccessor Administrative Agent which shall thereupon become the Administrative Agent hereunder. If no successor Administrative Agent shall have been so appointed by the Required Lenders Lenders, and shall have accepted such appointment appointment, within 30 days after the retiring Administrative Agent gives Agent's giving notice of its resignation, then the retiring Administrative Agent may, on behalf of the Lenders and the Issuing BankLenders, appoint a successor Administrative Agent that Agent, which shall be one of the Lenders or a bank with an office in New Yorkcommercial 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, New York, or an Affiliate and having a combined capital and surplus of any such bankat least $500,000,000. Upon the acceptance of its any appointment as the Administrative Agent hereunder by a successorsuccessor Administrative Agent, 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 the rights, powers, privileges and duties of the retiring Administrative Agent, and the retiring Administrative Agent shall be discharged from all its duties and obligations under the Loan Documents in its capacity this Agreement. After any retiring Administrative Agent's resignation hereunder as the Administrative Agent. The fees payable by the Borrower to a successor Administrative Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Borrower and such successor. After the Administrative Agent’s resignation hereunder, the provisions of of (a) this Article VIII and Section 9.03 IX shall continue in effect for the inure to its benefit of such retiring Administrative Agent, its sub-agents and their respective Related Parties in respect of as to any actions taken or omitted to be taken by any of them it while it was the retiring Administrative Agent was acting as the Administrative Agentunder this Agreement; and (b) Section 10.3 and Section 10.4 shall continue to inure to its benefit.

Successor. Subject The Administrative Agent may resign as such at any time upon at least 30 days’ prior notice to the appointment Borrower and acceptance of all Lenders. If the Administrative Agent at any time shall resign, the Required Lenders may appoint another Lender as a successor Administrative Agent as provided in this Section, which shall thereupon become the Administrative Agent may resign at any time upon notice to the Lenders, the Issuing Bank and the Borrower. 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), to appoint a successorhereunder. If no successor Administrative Agent shall have been so appointed by the Required Lenders Lenders, and shall have accepted such appointment appointment, within 30 days after the retiring Administrative Agent gives Agent’s giving notice of its resignation, then the retiring Administrative Agent may, on behalf of the Lenders and the Issuing BankLenders, appoint a successor Administrative Agent that Agent, which shall be one of the Lenders or a bank with an office commercial 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 $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 New Yorkabove, New Yorkthe 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, or an Affiliate of any such bankif any, as the Required Lenders appoint a successor as provided for above. Upon the acceptance of its any appointment as the Administrative Agent hereunder by a successorsuccessor Administrative Agent, 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 the rights, powers, privileges and duties of the retiring Administrative Agent, and the retiring Administrative Agent shall be discharged from all its duties and obligations under the Loan Documents in its capacity Documents. After any retiring Administrative Agent’s resignation hereunder as the Administrative Agent. The fees payable by the Borrower to a successor Administrative Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Borrower and such successor. After the Administrative Agent’s resignation hereunder, the provisions of this Article VIII and Section 9.03 shall continue in effect for the inure to its benefit of such retiring Administrative Agent, its sub-agents and their respective Related Parties in respect of as to any actions taken or omitted to be taken by any of them it while it was the retiring Administrative Agent was acting as under the Administrative AgentLoan Documents, and Section 10.3 and Section 10.4 shall continue to inure to its benefit. SECTION 9.5.

Successor. Subject The Administrative Agent may resign as such at any time upon at least 30 days' prior notice to the appointment Borrower and acceptance of all Lenders. If the Administrative Agent at any time shall resign, the Required Lenders may appoint another Lender as a successor Administrative Agent as provided in this Section, which shall thereupon become the Administrative Agent may resign at any time upon notice to the Lenders, the Issuing Bank and the Borrower. 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), to appoint a successorhereunder. If no successor Administrative Agent shall have been so appointed by the Required Lenders Lenders, and shall have accepted such appointment appointment, within 30 days after the retiring Administrative Agent gives Agent's giving notice of its resignation, then the retiring Administrative Agent may, on behalf of the Lenders and the Issuing BankLenders, appoint a successor Administrative Agent that Agent, which shall be one of the Lenders or a bank with an office commercial 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 $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 New Yorkabove, New Yorkthe 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, or an Affiliate of any such bankif any, as the Required Lenders appoint a successor as provided for above. Upon the acceptance of its any appointment as the Administrative Agent hereunder by a successorsuccessor Administrative Agent, 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 the rights, powers, privileges and duties of the retiring Administrative Agent, and the retiring Administrative Agent shall be discharged from all its duties and obligations under the Loan Documents in its capacity this Agreement. After any retiring Administrative Agent's resignation hereunder as the Administrative Agent. The fees payable by the Borrower to a successor Administrative Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Borrower and such successor. After the Administrative Agent’s resignation hereunder, the provisions of of (a) this Article VIII and Section 9.03 IX shall continue in effect for the inure to its benefit of such retiring Administrative Agent, its sub-agents and their respective Related Parties in respect of as to any actions taken or omitted to be taken by any of them it while it was the retiring Administrative Agent was acting as the Administrative Agentunder this Agreement; and (b) Section 10.3 and Section 10.4 shall continue to inure to its benefit.

Successor. Subject The Administrative Agent may resign as such at any time upon at least 30 days' prior notice to the Borrowers and all Lenders, such resignation to be effective upon the appointment and acceptance of a successor Administrative Agent as provided in this Section, below. If the Administrative Agent may resign at any time upon notice to the Lenders, the Issuing Bank and the Borrower. Upon any such resignationshall resign, the Required Lenders may appoint another Lender, which (so long as no Default has occurred and is continuing) shall have the right, subject be reasonably acceptable to the approval of Borrowers, as a successor Administrative Agent which shall thereupon become the Borrower (which approval shall not be unreasonably withheld), to appoint a successorAdministrative Agent hereunder. If no successor Administrative Agent shall have been so appointed by the Required Lenders Lenders, and shall have accepted such appointment appointment, within 30 days after the retiring Administrative Agent gives Agent's giving notice of its resignation, then the retiring Administrative Agent may, on behalf of the Lenders and the Issuing BankLenders, appoint a successor Administrative Agent that Agent, which (so long as no Default has occurred and is continuing) shall be reasonably acceptable to the Borrowers, and which shall be one of the Lenders or a bank with an office in New Yorkcommercial 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, New York, or an Affiliate and having a combined capital and surplus of any such bankat least $500,000,000. Upon the acceptance of its any appointment as the Administrative Agent hereunder by a successorsuccessor Administrative Agent, 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 the rights, powers, privileges and duties of the retiring Administrative Agent, and the retiring Administrative Agent shall be discharged from all its duties and obligations under the Loan Documents in its capacity this Agreement. After any retiring Agent's resignation hereunder as the Administrative Agent. The fees payable by the Borrower to a successor Administrative Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Borrower and such successor. After the Administrative Agent’s resignation hereunder, the provisions of of: (a) this Article VIII and Section 9.03 IX shall continue in effect for the inure to its benefit of such retiring Administrative Agent, its sub-agents and their respective Related Parties in respect of as to any actions taken or omitted to be taken by any of them it while it was the retiring Administrative Agent was acting as the Administrative Agentunder this Agreement; and (b) Sections 10.3 and 10.4 shall continue to inure to its benefit.

Successor. Subject The Administrative Agent may resign as such at --------- any time upon at least 30 days' prior notice to the appointment Borrower and acceptance of all Lenders. If the Administrative Agent at any time shall resign, the Required Lenders may appoint another Lender as a successor Administrative Agent as provided in this Section, which shall thereupon become the Administrative Agent may resign at any time upon notice hereunder, subject (so long as no Default or Event of Default shall have occurred and be continuing) to the Lenders, the Issuing Bank and the Borrower. Upon any such resignation, the Required Lenders shall have the right, subject to the approval consent of the Borrower (which approval shall not to be unreasonably withheldwithheld or delayed), to appoint a successor. If no successor Administrative Agent shall have been so appointed by the Required Lenders Lenders, and shall have accepted such appointment appointment, within 30 days after the retiring Administrative Agent gives Agent's giving notice of its resignation, then the retiring Administrative Agent may, on behalf of the Lenders and the Issuing BankLenders, appoint a successor Administrative Agent that Agent, which shall be one of the Lenders or a bank with an office in New Yorkcommercial 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, New York, or an Affiliate and having a combined capital and surplus of any such bankat least $500,000,000. Upon the acceptance of its any appointment as the Administrative Agent hereunder by a successorsuccessor Administrative Agent, 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 the rights, powers, privileges and duties of the retiring Administrative Agent, and the retiring Administrative Agent shall be discharged from all its duties and obligations under the Loan Documents in its capacity this Agreement. After any retiring Administrative Agent's resignation hereunder as the Administrative Agent. The fees payable by the Borrower to a successor Administrative Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Borrower and such successor. After the Administrative Agent’s resignation hereunder, the provisions of of: (a) this Article VIII and Section 9.03 IX shall continue in effect for the inure to its benefit of such retiring Administrative Agent, its sub-agents and their respective Related Parties in respect of as to any actions ---------- taken or omitted to be taken by any of them it while it was the retiring Administrative Agent was acting as the Administrative Agentunder this Agreement; and (b) Section 10.3 and Section 10.4 shall continue to inure to its ------------ ------------ benefit.

Successor. Subject to Administrative Agent may resign as such at any time upon at least 30 days' prior notice o the appointment Company and acceptance of all Lenders. If the Administrative Agent at any time shall resign, the Required Lenders may appoint another Lender as a successor Administrative Agent as provided in this Section, which shall thereupon become the Administrative Agent may resign at any time upon notice to the Lenders, the Issuing Bank and the Borrower. 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), to appoint a successorhereunder. If no successor Administrative Agent shall have been so appointed by the Required Lenders Lenders, and shall have accepted such appointment appointment, within 30 days after the retiring Administrative Agent gives Agent's giving notice of its resignation, then the retiring Administrative Agent may, on behalf of the Lenders and the Issuing BankLenders, appoint a successor Administrative Agent that Agent, which shall be one of the Lenders or, with the approval of the Company (such approval not to be unreasonably withheld), a bank with an office in New Yorkcommercial 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, New York, or an Affiliate and having a combined capital and surplus of any such bankat least $500,000,000. Upon the acceptance of its any appointment as the Administrative Agent hereunder by a successorsuccessor Administrative Agent, 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 the rights, powers, privileges and duties of the retiring Administrative Agent, and the retiring Administrative Agent shall be discharged from all its duties and obligations under the Loan Documents in its capacity this Agreement. After any retiring Administrative Agent's resignation hereunder as the Administrative Agent. The fees payable by the Borrower to a successor Administrative Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Borrower and such successor. After the Administrative Agent’s resignation hereunder, the provisions of of (a) this Article VIII and Section 9.03 11 shall continue in effect for the inure to its benefit of such retiring Administrative Agent, its sub-agents and their respective Related Parties in respect of as to any actions taken or omitted to be taken by any of them it while it was the retiring Administrative Agent was acting as the Administrative Agentunder this Agreement; and (b) Section 11.3 and Section 11.4 shall continue to inure to its benefit.

Successor. Subject to the appointment and acceptance of a successor Administrative Agent as provided in this Section, the Administrative Each Agent may resign as such at any time upon at least 30 days' prior notice to the Borrower and all Lenders, the Issuing Bank and the Borrower. Upon If either Agent at any such resignationtime shall resign, the Required Lenders may appoint another Lender as a successor Agent which shall have thereupon become the rightAdministrative Agent or the Technical Agent hereunder. In the case of an Agent that has resigned, subject to the approval of the Borrower (which approval shall not be unreasonably withheld), to appoint a successor. If if no successor Agent shall have been so appointed by the Required Lenders Lenders, and shall have accepted such appointment appointment, within 30 days after the retiring Administrative Agent gives such Agent's giving notice of its resignation, then the retiring Administrative Agent may, on behalf of the Lenders and the Issuing BankLenders, appoint a successor Administrative Agent; provided that, if, such retiring Agent that is unable to find a successor, the retiring Agent's resignation shall be a bank with an office in New York, New York, or an Affiliate of any such banknevertheless thereupon become effective. Upon the acceptance of its any appointment as the Administrative Agent hereunder by a successorsuccessor 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 shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring Administrative Agent, and the retiring Administrative Agent shall be discharged from all its duties and obligations under the Loan Documents in its capacity as the Administrative Agent. The fees payable by the Borrower to a successor Administrative Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Borrower and such successorDocuments. After the Administrative any retiring Agent’s 's resignation hereunder, the provisions of this Article VIII and Section 9.03 shall continue in effect for the inure to its benefit of such retiring Administrative Agent, its sub-agents and their respective Related Parties in respect of as to any actions taken or omitted to be taken by any of them it while it was the retiring Administrative Agent was acting or Technical Agent, as the Administrative Agentcase may be, under the Loan Documents, and Section 10.3 and Section 10.4 shall continue to inure to its benefit.

Successor. Subject to the appointment and acceptance of a successor Administrative Agent as provided in this Section, the The Administrative Agent may resign as such at any time upon at least 30 days' prior notice to the Borrower and all Lenders, . If the Issuing Bank and the Borrower. Upon Administrative Agent at any such resignationtime shall resign, the Required Lenders shall have may, within ten (10) days after such notice and with the right, subject to the approval consent of the Borrower (which approval shall not to be unreasonably withheld), to appoint another Lender as a successorsuccessor Administrative Agent which shall thereupon become the Administrative Agent hereunder. If no successor Administrative Agent shall have been so appointed by the Required Lenders Lenders, and shall have accepted such appointment appointment, within 30 days after the retiring Administrative Agent gives Agent's giving notice of its resignation, then the retiring Administrative Agent may, on behalf of the Lenders Lenders, after notice to and consultation with the Issuing BankBorrower, appoint a successor Administrative Agent that Agent, which shall be a bank with an office in New York, New York, one of the Lenders or an Affiliate Eligible Assignee, and shall have a combined capital and surplus of any such bankat least $250,000,000. Upon the acceptance of its any appointment as the Administrative Agent hereunder by a successorsuccessor Administrative Agent, 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 the rights, powers, privileges and duties of the retiring Administrative Agent, and the retiring Administrative Agent shall be discharged from all its duties and obligations under this Agreement. After the Loan Documents in its capacity effective date of any retiring Administrative Agents resignation hereunder as the Administrative Agent. The fees payable by the Borrower to a successor Administrative Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Borrower and such successor. After the Administrative Agent’s resignation hereunder, the provisions of (a) this Article VIII and Section 9.03 ARTICLE X shall continue in effect for the inure to its benefit of such retiring Administrative Agent, its sub-agents and their respective Related Parties in respect of as to any actions taken or omitted to be taken by any of them it while it was the retiring Administrative Agent was acting as the Administrative Agentunder this Agreement; and (b) SECTION 11.3 and SECTION 11.4 shall continue to inure to its benefit.

Successor. Subject to the appointment and acceptance of a successor Administrative Agent as provided in this Section, the Administrative Agent may assign all of its Rights and obligations as Agent under the Loan Documents to any of its Affiliates, which Affiliate shall then be the successor Agent under the Loan Documents. Agent may also voluntarily resign at any time upon by giving thirty (30) days' prior written notice to the Borrower and Lenders, and shall resign upon the Issuing Bank and request of the BorrowerRequired Lenders for cause (i.e., Agent is continuing to fail to perform its responsibilities as Agent under the Loan Documents). Upon If the initial or any such resignationsuccessor Agent ever ceases to be a party to this Agreement or if the initial or any successor Agent ever resigns (whether voluntarily or at the request of the Required Lenders), then the Required Lenders shall have the right(which, if no Default or Potential Default exists, is subject to Borrower's approval that may not be unreasonably withheld) appoint the successor Agent from among Lenders (other than the resigning Agent). If the Required Lenders fail to appoint a successor Agent within thirty (30) days after the resigning Agent has given notice of resignation or the Required Lenders have removed the resigning Agent, then the resigning Agent may, on behalf of Lenders, appoint a successor Agent (which, if no Default or Potential Default exists, is subject to Borrower's approval of the Borrower (which approval shall that may not be unreasonably withheld), to appoint a successor. If no successor shall have been so appointed by the Required Lenders and shall have accepted such appointment within 30 days after the retiring Administrative Agent gives notice of its resignation, then the retiring Administrative Agent may, on behalf of the Lenders and the Issuing Bank, appoint a successor Administrative Agent that shall which must be a commercial bank with an office in New York, New York, 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 an Affiliate of any such bank. whose parent's debt obligations) are rated not less than Baa1 by Moodx'x xx BBB+ by S&P. Upon the its acceptance of its appointment as successor Agent, the Administrative successor Agent hereunder by a successor, such successor shall succeed succeeds to and become becomes vested with all the rights, powers, privileges and duties of the retiring Administrative Rights of the prior Agent, and the retiring Administrative prior Agent shall be is discharged from all its duties and obligations of Agent under the Loan Documents in its capacity as Documents, and each Lender shall execute the Administrative documents that any Lender, the resigning or removed Agent. The fees payable by , or the Borrower successor Agent reasonably request to a successor Administrative Agent shall be reflect the same as those payable to its predecessor unless otherwise agreed between the Borrower and such successorchange. After any Agent's resignation or removal as Agent under the Administrative Agent’s resignation hereunderLoan Documents, the provisions of this Article VIII and Section 9.03 shall continue in effect for the inure to its benefit of such retiring Administrative Agent, its sub-agents and their respective Related Parties in respect of as to any actions taken or omitted to be not taken by it while it was Agent under the Loan Documents. If Borrower fails to respond to any of them while written request for any consent required in this Section 12.1(b) within five (5) Business Days after the retiring Administrative Agent was acting as the Administrative Agentdate that Borrower receives such request, then Borrower shall be deemed to have given its consent to such request.

Successor. Subject The Administrative Agent may resign as such at any time upon at least 30 days' prior notice to the appointment Borrower and acceptance of all Lenders. If the Administrative Agent at any time shall resign, the Required Lenders may appoint another Lender as a successor Administrative Agent as provided in this Section, which shall thereupon become the Administrative Agent may resign at any time upon notice to the Lenders, the Issuing Bank and the Borrower. 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), to appoint a successorhereunder. If no successor Administrative Agent shall have been so appointed by the Required Lenders Lenders, and shall have accepted such appointment appointment, within 30 days after the retiring Administrative Agent gives Agent's giving notice of its resignation, then the retiring Administrative Agent may, on behalf of the Lenders and the Issuing BankLenders, appoint a successor Administrative Agent that Agent, which shall be one of the Lenders or a bank with an office in New Yorkcommercial 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, New Yorkand having a combined capital and surplus of at least $250,000,000; provided, or an Affiliate 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 above, the retiring Administrative Agent's resignation shall nevertheless thereupon become effective and the Lenders shall assume and perform all of any the duties of the Administrative Agent hereunder until such banktime, if any, as the Required Lenders appoint a successor as provided for above. Upon the acceptance of its any appointment as the Administrative Agent hereunder by a successorsuccessor Administrative Agent, 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 the rights, powers, privileges and duties of the retiring Administrative Agent, and the retiring Administrative Agent shall be discharged from all its duties and obligations under the Loan Documents in its capacity Documents. After any retiring Administrative Agent's resignation hereunder as the Administrative Agent. The fees payable by the Borrower to a successor Administrative Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Borrower and such successor. After the Administrative Agent’s resignation hereunder, the provisions of this Article VIII and Section 9.03 shall continue in effect for the inure to its benefit of such retiring Administrative Agent, its sub-agents and their respective Related Parties in respect of as to any actions taken or omitted to be taken by any of them it while it was the retiring Administrative Agent was acting as under the Administrative AgentLoan Documents, and Section 10.3 and Section 10.4 shall continue to inure to its benefit.

Successor. Subject The Administrative Agent may resign as such at any time upon at least 30 days' prior notice to the appointment Borrower and acceptance of all Lenders. If the Administrative Agent at any time shall resign, the Required Lenders may appoint another Lender as a successor Administrative Agent as provided in this Section, which shall thereupon become the Administrative Agent may resign at any time upon notice to the Lenders, the Issuing Bank and the Borrower. 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), to appoint a successorhereunder. If no successor Administrative Agent shall have been so appointed by the Required Lenders Lenders, and shall have accepted such appointment appointment, within 30 days after the retiring Administrative Agent gives Agent's giving notice of its resignation, then the retiring Administrative Agent may, on behalf of the Lenders and the Issuing BankLenders, appoint a successor Administrative Agent that Agent, which shall be one of the Lenders or a bank with an office commercial 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 $250,000,000 and (y) a credit rating of AA or -80- 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 New Yorkclause (y) above, New York, or an Affiliate such retiring Administrative Agent shall be permitted to appoint as its successor from all available commercial banking institutions willing to accept such appointment such institution having the highest credit rating of any all such bankavailable and willing institutions. Upon the acceptance of its any appointment as the Administrative Agent hereunder by a successorsuccessor Administrative Agent, 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 the rights, powers, privileges and duties of the retiring Administrative Agent, and the retiring Administrative Agent shall be discharged from all its duties and obligations under the Loan Documents in its capacity this Agreement. After any retiring Administrative Agent's resignation hereunder as the Administrative Agent. The fees payable by the Borrower to a successor Administrative Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Borrower and such successor. After the Administrative Agent’s resignation hereunder, the provisions of of (a) this Article VIII and Section 9.03 IX shall continue in effect for the inure to its benefit of such retiring Administrative Agent, its sub-agents and their respective Related Parties in respect of as to any actions taken or omitted to be taken by any of them it while it was the retiring Administrative Agent was acting as the Administrative Agentunder this Agreement; and (b) Section 10.3 and Section 10.4 shall continue to inure to its benefit.

Successor. Subject to The Syndication Agent and the appointment and acceptance of a successor Administrative Agent as provided in this Section, the Administrative Documentation Agent may resign at any time upon notice to the Lenders, the Issuing Bank Administrative Agent and the Borrower. Upon The Administrative Agent may resign as such at any such resignation, the Required Lenders shall have the right, subject time upon at least 30 days' prior notice to the approval of the Borrower (which approval shall not be unreasonably withheld), to appoint a successorand all Lenders. If no successor Administrative Agent shall have been so appointed by the Required Lenders with the prior consent of the Borrower (such consent not to be unreasonably withheld) unless an Event of Default has occurred and is continuing, and shall have accepted such appointment appointment, within 30 days after the retiring Administrative Agent gives Agent's giving notice of its resignation, then the retiring Administrative Agent may, on behalf of the Lenders Lenders, with the prior consent of the Borrower (such consent not to be unreasonably withheld) unless an Event of Default has occurred and the Issuing Bankis continuing, appoint a successor successor, Administrative Agent that Agent, which shall be a bank with an office in New York, New Yorkone of the Lenders, or an Affiliate if no Lender accepts such appointment, a commercial banking institution organized under the laws of the U.S. (or any such bankState thereof) or a U.S. branch or agency of a commercial banking institution, and having a combined capital and surplus of at least $500,000,000. Upon the acceptance of its any appointment as the Administrative Agent hereunder by a successor, Administrative Agent, 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 the rights, powers, privileges and duties of the retiring Administrative Agent, and the retiring Administrative Agent shall be discharged from all its duties and obligations under the Loan Documents in its capacity this Agreement. After any retiring Administrative Agent's resignation hereunder as the Administrative Agent. The fees payable by the Borrower to a successor Administrative Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Borrower and such successor. After the Administrative Agent’s resignation hereunder, the provisions of of (a) this Article VIII and Section 9.03 X shall continue in effect for the inure to its benefit of such retiring Administrative Agent, its sub-agents and their respective Related Parties in respect of as to any actions taken or omitted to be taken by any of them it while it was the retiring Administrative Agent was acting as the Administrative Agentunder this Agreement; and (b) Section 11.3 and Section 11.4 shall continue to inure to its benefit.

Successor. Subject Each of the Syndication Agent and the Documentation Agent may resign as such upon one Business Day's notice to the appointment Borrower and acceptance of a successor the Administrative Agent as provided in this Section, the Agent. The Administrative Agent may resign as such at any time upon at least 30 days' prior notice to the Borrower and all Lenders, . If the Issuing Bank and the Borrower. Upon Administrative Agent at any such resignationtime shall resign, the Required Lenders shall have may, with the right, subject to the approval prior consent of the Borrower (which approval consent shall not be unreasonably withheld), to appoint another Lender as a successorsuccessor Administrative Agent which shall thereupon become the Administrative Agent hereunder. If no successor Administrative Agent shall have been so appointed by the Required Lenders Lenders, and shall have accepted such appointment appointment, within 30 20 days after the retiring Administrative Agent gives Agent's giving notice of its resignation, then the retiring Administrative Agent may, on behalf of the Lenders and the Issuing BankLenders, appoint a successor Administrative Agent that Agent, which shall be one of the Lenders or a bank with an office in New Yorkcommercial banking institution organized under the laws of the United States or a United States branch or agency of a commercial banking institution, New York, or an Affiliate and having a combined capital and surplus of any such bankat least $500,000,000. Upon the acceptance of its any appointment as the Administrative Agent hereunder by a successorsuccessor Administrative Agent, 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 the rights, powers, privileges and duties of the retiring Administrative Agent, and the retiring Administrative Agent shall be discharged from all its duties and obligations under the Loan Documents in its capacity this Agreement. After any retiring Administrative Agent's resignation hereunder as the Administrative Agent. The fees payable by the Borrower to a successor Administrative Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Borrower and such successor. After the Administrative Agent’s resignation hereunder, the provisions of (i) this Article VIII and Section 9.03 shall continue in effect for the inure to its benefit of such retiring Administrative Agent, its sub-agents and their respective Related Parties in respect of as to any actions taken or omitted to be taken by any of them it while it was the retiring Administrative Agent was acting as the Administrative Agentunder this Agreement, and (ii) Section 10.3 and Section 10.4 shall continue to inure to its benefit.

Successor. Subject to the appointment and acceptance of a successor Administrative Agent as provided in this Section, the The Administrative Agent may resign as such at any time upon at least 30 days' prior notice to the Borrower and all Lenders, . If the Issuing Bank and the Borrower. Upon Administrative Agent at any such resignationtime shall resign, the Required Lenders may (with, so long as no Default or Event of Default shall have the rightoccurred and be continuing, subject to the approval of the Borrower (which approval shall not to be unreasonably withheld), to ) appoint another Lender as a successorsuccessor Administrative Agent which shall thereupon become the Administrative Agent hereunder. If no successor Administrative Agent shall have been so appointed by the Required Lenders Lenders, and shall have accepted such appointment appointment, within 30 days after the retiring Administrative Agent gives Agent's giving notice of its resignation, then the retiring Administrative Agent maymay (with, so long as no Default or Event of Default shall have occurred and be continuing, the approval of the Borrower (not to be unreasonably withheld)), on behalf of the Lenders and the Issuing BankLenders, appoint a successor Administrative Agent that Agent, which shall be one of the Lenders or a bank with an office commercial 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 $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 New Yorkabove, New Yorkthe 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, or an Affiliate of any such bankif any, as the Required Lenders appoint a successor as provided for above. Upon the acceptance of its any appointment as the Administrative Agent hereunder by a successorsuccessor Administrative Agent, 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 the rights, powers, privileges and duties of the retiring Administrative Agent, and the retiring Administrative Agent shall be discharged from all its duties and obligations under the Loan Documents in its capacity Documents. After any retiring Administrative Agent's resignation hereunder as the Administrative Agent. The fees payable by the Borrower to a successor Administrative Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Borrower and such successor. After the Administrative Agent’s resignation hereunder, the provisions of this Article VIII and Section 9.03 shall continue in effect for the inure to its benefit of such retiring Administrative Agent, its sub-agents and their respective Related Parties in respect of as to any actions taken or omitted to be taken by any of them it while it was the retiring Administrative Agent was acting under the Loan Documents, and Sections 10.3 and 10.4 shall continue to inure to its benefit. With respect to BofA, in its individual capacity as the Administrative Agent, the Issuer and the Swing Line Lender, delivery of any notice of resignation as the Administrative Agent shall, unless otherwise specifically provided in such notice, serve as notice of BofA's intent to resign as the Issuer (except with respect to any Letters of Credit Outstanding at such time, for which BofA shall remain the Issuer hereunder with respect to such Letters of Credit Outstanding until the Stated Expiry Date) and the Swing Line Lender hereunder as well. Each such resignation shall take effect simultaneously and, except as otherwise provided herein, without any further action on the part of BofA. Any successor Administrative Agent appointed pursuant to this Section shall, unless otherwise specifically provided, also serve as the successor Issuer and the successor Swing Line Lender hereunder.

Successor. Subject to the appointment and acceptance of a successor Administrative Agent as provided in this Section, the Administrative Any Agent may resign as such at any time upon at --------- least 30 days' prior notice to the Borrower and all Lenders, . If the Issuing Bank and the Borrower. Upon Administrative Agent at any such resignationtime shall resign, the Required Lenders shall have may appoint, and, except during the rightexistence of an Event of Default, subject to with the approval of the Borrower (Borrower's consent, which approval consent shall not be unreasonably withheld), to appoint another Lender as a successorsuccessor Administrative Agent which shall thereupon assume the resigning Administrative Agent's position hereunder. If no successor Administrative Agent shall have been so appointed by the Required Lenders Lenders, and shall have accepted such appointment appointment, within 30 days after the retiring Administrative Agent gives Agent's giving notice of its resignation, then the retiring Administrative Agent may, on behalf of the Lenders and the Issuing BankLenders, appoint a successor Administrative Agent that which shall be one of the Lenders or a bank with an office in New Yorkcommercial 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, New York, or an Affiliate and having a combined capital and surplus of any such bankat least $500,000,000. Upon the acceptance of its any appointment as the Administrative Agent hereunder by a successorsuccessor Administrative Agent, 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 the rights, powers, privileges and duties of the retiring Administrative Agent, and the retiring Administrative Agent shall be discharged from all its duties and obligations under the Loan Documents in its capacity as the Administrative Agent. The fees payable by the Borrower to a successor Administrative Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Borrower and such successorthis Agreement. After the retiring Administrative Agent’s 's resignation hereunder, the provisions of of (a) this Article VIII and Section 9.03 IX shall continue in effect for the inure to its benefit of such retiring Administrative Agent, its sub-agents and their respective Related Parties in respect of as to any actions taken or omitted to be taken by any of them it while the retiring it was Administrative Agent was acting as under this Agreement; and (b) Section 10.3 and Section 10.4 shall continue to inure to its benefit. Any Agent, other than the Administrative Agent, that resigns shall not be replaced.

Successor. Subject The Administrative Agent may resign as such at any time upon at least 30 days' prior notice to the appointment Borrower and acceptance of all Lenders. If the Administrative Agent at any time shall resign, the Required Lenders may appoint another Lender as a successor Administrative Agent as provided in this Section, which shall thereupon become the Administrative Agent may resign at any time upon notice to the Lenders, the Issuing Bank and the Borrower. 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), to appoint a successorhereunder. If no successor Administrative Agent shall have been so appointed by the Required Lenders Lenders, and shall have accepted such appointment appointment, within 30 days after the retiring Administrative Agent gives Agent's giving notice of its resignation, then the retiring Administrative Agent may, on behalf of the Lenders and the Issuing BankLenders, appoint a successor Administrative Agent that Agent, which shall be one of the Lenders or a bank with an office commercial 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 $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 New Yorkitem (y), New York, or an Affiliate such retiring Administrative Agent shall be permitted to appoint as its successor from all available commercial banking institutions willing to accept such appointment such institution having the highest credit rating of any all such bankavailable and willing institutions. Upon the acceptance of its any appointment as the Administrative Agent hereunder by a successorsuccessor Administrative Agent, 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 the rights, powers, privileges and duties of the retiring Administrative Agent, and the retiring Administrative Agent shall be discharged from all its duties and obligations under the Loan Documents in its capacity this Agreement. After any retiring Administrative Agent's resignation hereunder as the Administrative Agent. The fees payable by the Borrower to a successor Administrative Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Borrower and such successor. After the Administrative Agent’s resignation hereunder, the provisions of of (a) this Article VIII and Section 9.03 IX shall continue in effect for the inure to its benefit of such retiring Administrative Agent, its sub-agents and their respective Related Parties in respect of as to any actions taken or omitted to be taken by any of them it while it was the retiring Administrative Agent was acting as the Administrative Agent.under this Agreement; and

Successor. Subject The Administrative Agent may resign as such at any time upon at least 30 days’ prior notice to the appointment Borrower and acceptance of all Lenders. If the Administrative Agent at any time shall resign, the Required Lenders may appoint another Lender as a successor Administrative Agent as provided in this Section, which shall thereupon become the Administrative Agent may resign at any time upon notice to the Lenders, the Issuing Bank and the Borrower. 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), to appoint a successorhereunder. If no successor Administrative Agent shall have been so appointed by the Required Lenders and Lenders, or shall have accepted such appointment appointment, within 30 days after the retiring Administrative Agent gives Agent’s giving notice of its resignation, then then, the retiring Administrative Agent may, on behalf of the Lenders and the Issuing BankLenders, appoint a successor Administrative Agent that Agent, which shall be one of the Lenders or a bank with an office commercial 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 $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 New Yorkabove, New Yorkthe 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, or an Affiliate of any such bankif any, as the Required Lenders appoint a successor as provided for above. Upon the acceptance of its any appointment as the Administrative Agent hereunder by a successorsuccessor Administrative Agent, 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 the rights, powers, privileges and duties of the retiring Administrative Agent, and the retiring Administrative Agent shall be discharged from all its duties and obligations under the Loan Documents in its capacity Documents. After any retiring Administrative Agent’s resignation hereunder as the Administrative Agent. The fees payable by the Borrower to a successor Administrative Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Borrower and such successor. After the Administrative Agent’s resignation hereunder, the provisions of this Article VIII and Section 9.03 shall continue in effect for the inure to its benefit of such retiring Administrative Agent, its sub-agents and their respective Related Parties in respect of as to any actions taken or omitted to be taken by any of them it while it was the retiring Administrative Agent was acting as under the Administrative AgentLoan Documents, and Sections 10.3 and 10.4 shall continue to inure to its benefit.

Successor. Subject to the appointment and acceptance of a successor Administrative Agent as provided in this Section, the Administrative Either Agent may resign as such at any time upon at least 30 days’ prior notice to the Borrower and all Lenders, ; provided that the Issuing Bank Collateral Agent may resign (a “Partial Resignation”) from its duties with respect to either Class under the Intercreditor Agreement (and the BorrowerLoan Documents related to such Class). Upon If either Agent at any such resignationtime shall resign, the Required Lenders (or, in the case of a Partial Resignation, the Required First Lien Facility Lenders or the Required Second Lien Facility Lenders, as the case may be) may appoint another Lender as a successor Agent which shall have thereupon become the right, subject to the approval of the Borrower (which approval shall not be unreasonably withheld), to appoint a successorapplicable Agent hereunder. If no successor Agent shall have been so appointed by the Required Lenders Lenders, and shall have accepted such appointment appointment, within 30 days after the retiring Administrative Agent gives Agent’s giving notice of its resignation, then the retiring Administrative Agent may, on behalf of the Lenders and the Issuing BankLenders, appoint a successor Administrative Agent that Agent, which shall be one of the Lenders or a bank with an office commercial 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 $250,000,000; provided, however, that, if such retiring Agent is unable to find a financial institution which is willing to accept such appointment and which meets the qualifications set forth in New Yorkabove, New Yorkthe retiring Agent’s resignation shall nevertheless thereupon become effective and the Lenders (or such Lenders, as the case may be) shall assume and perform all of the duties of such Agent hereunder until such time, if any, as the Required Lenders (or, in the case of a Partial Resignation, the Required First Lien Facility Lenders or an Affiliate of any such bankthe Required Second Lien Facility Lenders, as the case may be) appoint a successor as provided for above. Upon the acceptance of its any appointment as the Administrative an Agent hereunder by a successorsuccessor 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 shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring Administrative Agent, and the retiring Administrative Agent shall be discharged from all its duties and obligations under the Loan Documents in its capacity as the Administrative Agent. The fees payable by the Borrower to a successor Administrative Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Borrower and such successorDocuments. After the Administrative any retiring Agent’s resignation hereunderhereunder as an Agent, the provisions of this Article VIII and Section 9.03 shall continue in effect for the inure to its benefit of such retiring Administrative Agent, its sub-agents and their respective Related Parties in respect of as to any actions taken or omitted to be taken by any of them it while it was an Agent under the retiring Administrative Agent was acting as the Administrative AgentLoan Documents, and Section 11.3 and Section 11.4 shall continue to inure to its benefit.

Successor. Subject The Syndication Agent may resign as such upon one Business Day's notice to the appointment Borrower and acceptance of a successor the Administrative Agent as provided in this Section, the Agent. The Administrative Agent may resign as such at any time upon at least 30 days' prior notice to the Borrower and all Lenders, . If the Issuing Bank and the Borrower. Upon Administrative Agent at any such resignationtime shall resign, the Required Lenders shall have may, with the right, subject to the approval prior consent of the Borrower (which approval consent shall not be unreasonably withheld), to appoint another Lender as a successorsuccessor Administrative Agent which shall thereupon become the Administrative Agent hereunder. If no successor Administrative Agent shall have been so appointed by the Required Lenders Lenders, and shall have accepted such appointment appointment, within 30 days after the retiring Administrative Agent gives Agent's giving notice of its resignation, then the retiring 95 103 Administrative Agent may, on behalf of the Lenders and the Issuing BankLenders, appoint a successor Administrative Agent that Agent, which shall be one of the Lenders or a bank with an office in New Yorkcommercial banking institution organized under the laws of the United States or a United States branch or agency of a commercial banking institution, New York, or an Affiliate and having a combined capital and surplus of any such bankat least $500,000,000. Upon the acceptance of its any appointment as the Administrative Agent hereunder by a successorsuccessor Administrative Agent, 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 the rights, powers, privileges and duties of the retiring Administrative Agent, and the retiring Administrative Agent shall be discharged from all its duties and obligations under the Loan Documents in its capacity this Agreement. After any retiring Administrative Agent's resignation hereunder as the Administrative Agent. The fees payable by the Borrower to a successor Administrative Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Borrower and such successor. After the Administrative Agent’s resignation hereunder, the provisions of (i) this Article VIII and Section 9.03 IX shall continue in effect for the inure to its benefit of such retiring Administrative Agent, its sub-agents and their respective Related Parties in respect of as to any actions taken or omitted to be taken by any of them it while it was the retiring Administrative Agent was acting as the Administrative Agentunder this Agreement, and (ii) Section 10.3 and Section 10.4 shall continue to inure to its benefit.

Successor. Subject to the appointment and acceptance of a successor Administrative Agent as provided in this Section, the Administrative The Agent may resign as such at any time upon at --------- least 30 days' prior notice to the Borrower and all Lenders, . If the Issuing Bank and the Borrower. Upon Agent at any such resignationtime shall resign, the Required Lenders may appoint another Lender as a successor Agent which shall have thereupon become the right, subject to the approval of the Borrower (which approval shall not be unreasonably withheld), to appoint a successorAgent hereunder. If no successor Agent shall have been so appointed by the Required Lenders Lenders, and shall have accepted such appointment appointment, within 30 days after the retiring Administrative Agent gives Agent's giving notice of its resignation, then the retiring Administrative Agent may, on behalf of the Lenders and the Issuing BankLenders, appoint a successor Administrative Agent that Agent, which shall be one of the Lenders or a bank with an office in New Yorkcommercial 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, New York, or an Affiliate and having a combined capital and surplus of any such bankat least $500,000,000. Upon the acceptance of its any appointment as the Administrative Agent hereunder by a successorsuccessor 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 shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring Administrative Agent, and the retiring Administrative Agent shall be discharged from all its duties and obligations under the Loan Documents in its capacity this Agreement. After any retiring Agent's resignation hereunder as the Administrative Agent. The fees payable by the Borrower to a successor Administrative Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Borrower and such successor. After the Administrative Agent’s resignation hereunder, the provisions of of (a) this Article VIII and Section 9.03 IX shall continue in effect for the inure to its benefit of such retiring Administrative Agent, its sub-agents and their respective Related Parties in respect of as to any actions ---------- taken or omitted to be taken by it while it was the Agent under this Agreement; and (b) Section 10.3 and Section 10.4 shall continue to inure to its ------------ ------------ benefit. SECTION 9.5 Loans by Bank of America. Bank of America shall have the ------------------------ same rights and powers with respect to (x) the Loans made by it or any of them while its Affiliates, and (y) the retiring Administrative Notes held by it or any of its Affiliates as any other Lender and may exercise the same as if it were not the Agent. Bank of America and its Affiliates may accept deposits from, lend money to, and generally engage in any kind of business with the Borrower or any Subsidiary or Affiliate of the Borrower as if Bank of America were not the Agent was acting as the Administrative Agenthereunder.

Successor. Subject Agent may assign all of its Rights and obligations as Agent under the Loan Documents to any of its Affiliates, which Affiliate shall then be the appointment successor Agent under the Loan Documents. Agent may also voluntarily resign and acceptance shall resign upon the request of Determining Lenders for cause (i.e., Agent is continuing to fail to perform its responsibilities under the Loan Documents). If the initial, or any successor to, Agent ever ceases to be a party to this agreement or if either of the initial, or any successor to, Agent ever resigns (whether voluntarily or at the request of Determining Lenders), then Determining Lenders shall appoint a successor Administrative to Agent as provided in this Section, from among Lenders (other than the Administrative Agent may resign at any time upon notice to the Lenders, the Issuing Bank and the Borrowerresigning Agent). Upon any such resignation, the Required If Determining Lenders shall have the right, subject to the approval of the Borrower (which approval shall not be unreasonably withheld), fail to appoint a successor. If no successor shall have been so appointed by the Required Lenders and shall have accepted to such appointment Agent within 30 days after the retiring Administrative resigning Agent gives has given notice of its resignationresignation or Determining Lenders have removed the resigning Agent, then the retiring Administrative resigning Agent may, on behalf of the Lenders and the Issuing BankLenders, appoint a successor Administrative Agent Agent, that shall (i) must be a commercial bank with an office in New Yorkhaving a combined capital and surplus of at least $1,000,000,000 (as shown on its most recently published statement of condition), New Yorkand (ii) must be consented to by Borrower, which consent shall not be unreasonably delayed or an Affiliate of any such bankwithheld. Upon the its acceptance of its appointment as successor Agent, the Administrative successor Agent hereunder by a successor, such successor shall succeed succeeds to and become becomes vested with all the rights, powers, privileges and duties of the retiring Administrative Rights of the prior Agent, and the retiring Administrative prior Agent shall be is discharged from all its duties and obligations as Agent under the Loan Documents in its capacity as Documents, 48 CREDIT AGREEMENT 54 and each Lender shall execute the Administrative documents that any Lender, the resigning or removed Agent. The fees payable by , or the Borrower successor Agent reasonably request to a successor Administrative Agent shall be reflect the same as those payable to its predecessor unless otherwise agreed between the Borrower and such successorchange. After Agent's resignation or removal as Agent under the Administrative Agent’s resignation hereunderLoan Documents, the provisions of this Article VIII and Section 9.03 shall continue in effect for the section inure to its benefit of such retiring Administrative Agent, its sub-agents and their respective Related Parties in respect of as to any actions taken or omitted to be not taken by any of them it while it was Agent under the retiring Administrative Agent was acting as the Administrative AgentLoan Documents.

Successor. Subject The Administrative Agent may resign as such at any time upon at least 30 days’ prior notice to the appointment Borrower and acceptance of all Lenders. If the Administrative Agent at any time shall resign, the Required Lenders may appoint another Lender as a successor Administrative Agent as provided in this Section, which shall thereupon become the Administrative Agent may resign at any time upon notice to the Lenders, the Issuing Bank and the Borrower. 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), to appoint a successorhereunder. If no successor Administrative Agent shall have been so appointed by the Required Lenders Lenders, and shall have accepted such appointment appointment, within 30 days after the retiring Administrative Agent gives Agent’s giving notice of its resignation, then the retiring Administrative Agent may, on behalf of the Lenders and the Issuing BankLenders, appoint a successor Administrative Agent that Agent, which shall be one of the Lenders or a bank with an office in New Yorkcommercial 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, New York, or an Affiliate and having a combined capital and surplus of any such bankat least $500,000,000. Upon the acceptance of its any appointment as the Administrative Agent hereunder by a successorsuccessor Administrative Agent, 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 the rights, powers, privileges and duties of the retiring Administrative Agent, and the retiring Administrative Agent shall be discharged from all its duties and obligations under the Loan Documents in its capacity this Agreement. After any retiring Administrative Agent’s resignation hereunder as the Administrative Agent. The fees payable by the Borrower to a successor Administrative Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Borrower and such successor. After the Administrative Agent’s resignation hereunder, the provisions of (a) this Article VIII and Section 9.03 IX shall continue in effect for the inure to its benefit of such retiring Administrative Agent, its sub-agents and their respective Related Parties in respect of as to any actions taken or omitted to be taken by any of them it while it was the retiring Administrative Agent was acting as the Administrative Agentunder this Agreement; and (b) Section 10.3 and Section 10.4 shall continue to inure to its benefit.

Successor. Subject to the appointment and acceptance of a successor Administrative Agent as provided in this Section, the Administrative Agent may resign at any time upon notice to the Lenders, the Issuing Bank and the Borrower. 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), to appoint a successor. If no successor shall have been so appointed by the Required Lenders and shall have accepted such appointment within 30 days after the retiring Administrative Agent gives notice of its resignation, then the retiring Administrative Agent may, on behalf of the Lenders and the Issuing Bank, appoint a successor Administrative Agent that shall be a bank with an office in New York, New York, or an Affiliate of any such bank. Upon the acceptance of its appointment as the Administrative Agent hereunder by a successor, such successor shall succeed to and become vested with all the rights, powers, privileges and duties of the retiring Administrative Agent, and the retiring Administrative Agent shall be discharged from all its duties and obligations under the Loan Documents in its capacity as the Administrative Agent. The fees payable by the Borrower to a successor Administrative Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Borrower and such successor. After the Administrative Agent’s resignation hereunder, the provisions of this Article VIII and Section 9.03 shall continue in effect for the benefit of such retiring Administrative Agent, its sub-agents and their respective Related 113 4145-1594-0167.14145-1594-0167.7 Parties in respect of any actions taken or omitted to be taken by any of them while the retiring Administrative Agent was acting as the Administrative Agent.

Successor. Subject to the appointment and acceptance of a successor The Administrative Agent may assign all of its Rights and obligations as provided in this Sectionthe Administrative Agent under the Loan Documents to any of its Affiliates, which Affiliate shall then be the successor the Administrative Agent under the Loan Documents. The Administrative Agent may also voluntarily resign and shall resign upon the request of Required Lenders for cause (i.e., the Administrative Agent may resign is continuing to fail to perform its responsibilities under the Loan Documents). If the initial, or any successor to, the Administrative Agent ever ceases to be a party to this Agreement or if either of the initial, or any successor to, the Administrative Agent ever resigns (whether voluntarily or at any time upon notice the request of the Required Lenders), then Required Lenders shall appoint a successor to the Lenders, Administrative Agent from among Lenders (other than the Issuing Bank and resigning the BorrowerAdministrative Agent). Upon any such resignation, If the Required Lenders shall have the right, subject to the approval of the Borrower (which approval shall not be unreasonably withheld), fail to appoint a successor. If no successor shall have been so appointed by to such the Required Lenders and shall have accepted such appointment Administrative Agent within 30 thirty (30) days after the retiring resigning the Administrative Agent gives has given notice of its resignationresignation or Required Lenders have removed the resigning Administrative Agent, then the retiring resigning Administrative Agent may, on behalf of the Lenders and the Issuing BankLenders, appoint a successor Administrative Agent Agent, that shall (i) must be a commercial bank with an office in New Yorkhaving a combined capital and surplus of at least $1,000,000,000 (as shown on its most recently published statement of condition), New Yorkand (ii) 57 65 must be consented to by the Borrower, which consent shall not be unreasonably delayed or an Affiliate of any such bankwithheld. Upon the its acceptance of its appointment as successor Administrative Agent, the successor Administrative Agent hereunder by a successor, such successor shall succeed succeeds to and become becomes vested with all the rights, powers, privileges and duties of the retiring Rights of the prior Administrative Agent, and the retiring prior Administrative Agent shall be is discharged from all its duties and obligations as Administrative Agent under the Loan Documents in its capacity as Documents, and each Lender shall execute the documents that any Lender, the resigning or removed Administrative Agent. The fees payable by , or the Borrower to a successor Administrative Agent shall be reasonably request to reflect the same as those payable to its predecessor unless otherwise agreed between the Borrower and such successorchange. After the Administrative Agent’s 's resignation hereunderor removal as Administrative Agent under the Loan Documents, the provisions of this Article VIII and Section 9.03 shall continue in effect for the Agreement inure to its benefit of such retiring Administrative Agent, its sub-agents and their respective Related Parties in respect of as to any actions taken or omitted to be not taken by any of them it while the retiring it was Administrative Agent was acting as under the Administrative AgentLoan Documents.

Successor. Subject The Syndication Agent may resign as such upon --------- one Business Days' notice to the appointment Borrower and acceptance of a successor the Administrative Agent as provided in this Section, the Agent. The Administrative Agent may resign as such at any time upon at least 30 days' prior notice to the Borrower and all Lenders, . If the Issuing Bank and the Borrower. Upon Administrative Agent at any such resignationtime shall resign, the Required Lenders shall have may, with the right, subject to the approval prior consent of the Borrower (which approval consent shall not be unreasonably withheldwithheld or delayed), to appoint another Lender as a successorsuccessor Administrative Agent which shall thereupon become the Administrative Agent hereunder. If no successor Administrative Agent shall have been so appointed by the Required Lenders appointed, and shall have accepted such appointment appointment, within 30 days after the retiring Administrative Agent gives Agent's giving notice of its resignation, then the retiring Administrative Agent may, on behalf of the Lenders and the Issuing BankLenders, appoint a successor Administrative Agent that Agent, which shall be one of the Lenders or a bank with an office in New Yorkcommercial 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, New York, or an Affiliate and having a combined capital and surplus of any such bankat least $500,000,000. Upon the acceptance of its any appointment as the Administrative Agent hereunder by a successorsuccessor Administrative Agent, 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 the rights, powers, privileges and duties of the retiring Administrative Agent, and the retiring Administrative Agent shall be discharged from all its duties and obligations under the Loan Documents in its capacity as the Administrative Agent. The fees payable by the Borrower to a successor Administrative Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Borrower and such successorthis Agreement. After the Administrative any retiring Agent’s 's resignation hereunderhereunder as an Agent, the provisions of of (a) this Article VIII and Section 9.03 IX shall continue in effect for the inure to its benefit of such retiring Administrative Agent, its sub-agents and their respective Related Parties in respect of as to any actions ---------- taken or omitted to be taken by any of them it while the retiring Administrative it was an Agent was acting as the Administrative Agentunder this Agreement; and (b) Section 10.3 and Section 10.4 shall continue to inure to its ------------ ------------ benefit.

Successor. Subject The Administrative Agent may resign as such at any time upon at least 30 days’ prior notice to the appointment Borrower and acceptance of all Lenders. If the Administrative Agent at any time shall resign, the Required Lenders may appoint another Lender as a successor Administrative Agent as provided in this Section, which shall thereupon become the Administrative Agent may resign at any time upon notice to the Lenders, the Issuing Bank and the Borrower. 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), to appoint a successorhereunder. If no successor Administrative Agent shall have been so appointed by the Required Lenders Lenders, and shall have accepted such appointment appointment, within 30 days after the retiring Administrative Agent gives Agent’s giving notice of its resignation, then the retiring Administrative Agent may, on behalf of the Lenders and the Issuing BankLenders, appoint a successor Administrative Agent that Agent, which shall be one of the Lenders or a bank with an office commercial 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 $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 New Yorkabove, New Yorkthe 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, or an Affiliate of any such bankif any, as the Required Lenders appoint a successor as provided for above. Upon the acceptance of its any appointment as the Administrative Agent hereunder by a successorsuccessor Administrative Agent, 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 the rights, powers, privileges and duties of the retiring Administrative Agent, and the retiring Administrative Agent shall be discharged from all its duties and obligations under the Loan Documents in its capacity Documents. After any retiring Administrative Agent’s resignation hereunder as the Administrative Agent. The fees payable by the Borrower to a successor Administrative Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Borrower and such successor. After the Administrative Agent’s resignation hereunder, the provisions of this Article VIII and Section 9.03 shall continue in effect for the inure to its benefit of such retiring Administrative Agent, its sub-agents and their respective Related Parties in respect of as to any actions taken or omitted to be taken by any of them it while it was the retiring Administrative Agent was acting as under the Administrative AgentLoan Documents, and Section 11.3 and Section 11.4 shall continue to inure to its benefit.

Successor. Subject The Administrative Agent may resign as such at any time upon at least 30 days' prior notice to the appointment Borrower and acceptance all Lenders. If the Administrative Agent at any time shall resign, the Required Lenders may with the consent of the Borrower (such consent not to be unreasonably withheld or delayed) appoint another Lender as a successor Administrative Agent as provided in this Section, which shall thereupon become the Administrative Agent may resign at any time upon notice to the Lenders, the Issuing Bank and the Borrower. 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), to appoint a successorhereunder. If no successor Administrative Agent shall have been so appointed by the Required Lenders with the consent of the Borrower and shall have accepted such appointment within 30 days after the retiring Administrative Agent gives Agent's giving notice of its resignation, then the retiring Administrative Agent may, on behalf may with the consent of the Lenders and the Issuing Bank, Borrower (such consent not to be unreasonably withheld or delayed) appoint a successor Administrative Agent that Agent, which shall be one of the Lenders or a bank with an office in New Yorkcommercial banking institution organized under the laws of the 96 105 U.S. (or any State thereof) or a U.S. branch or agency of a commercial banking institution, New York, or an Affiliate and having a combined capital and surplus of any such bankat least $500,000,000. Upon the acceptance of its any appointment as the Administrative Agent hereunder by a successorsuccessor Administrative Agent, 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 the rights, powers, privileges and duties of the retiring Administrative Agent, and the retiring Administrative Agent shall be discharged from all its duties and obligations under the Loan Documents in its capacity this Agreement. After any retiring Administrative Agent's resignation hereunder as the Administrative Agent. The fees payable by the Borrower to a successor Administrative Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Borrower and such successor. After the Administrative Agent’s resignation hereunder, the provisions of (i) this Article VIII and Section 9.03 X shall continue in effect for the inure to its benefit of such retiring Administrative Agent, its sub-agents and their respective Related Parties in respect of as to any actions taken or omitted to be taken by any of them it while it was the retiring Administrative Agent was acting as the Administrative Agentunder this Agreement and (ii) Section 12.3 and Section 12.4 shall continue to inure to its benefit.

Successor. Subject The Administrative Agent may resign as such at any time upon at least 30 days' prior notice to the appointment U.S. Borrower and acceptance of all Lenders. If the Administrative Agent at any time shall resign, the Required Lenders may appoint another Lender as a successor Administrative Agent as provided in this Section, which shall thereupon become the Administrative Agent may resign at any time upon notice to the Lenders, the Issuing Bank and the Borrower. 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), to appoint a successorhereunder. If no successor Administrative Agent shall have been so appointed by the Required Lenders Lenders, and shall have accepted such appointment appointment, within 30 days after the retiring Administrative Agent gives Agent's giving notice of its resignation, then the retiring Administrative Agent may, on behalf of the Lenders and the Issuing BankLenders, appoint a successor Administrative Agent that Agent, which shall be one of the Lenders or a bank with an office commercial 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 $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 New Yorkabove, New Yorkthe 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, or an Affiliate of any such bankif any, as the Required Lenders appoint a successor as provided for above. Upon the acceptance of its any appointment as the Administrative Agent hereunder by a successorsuccessor Administrative Agent, 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 the rights, powers, privileges and duties of the retiring Administrative Agent, and the retiring Administrative Agent shall be discharged from all its duties and obligations under the Loan Documents in its capacity Documents. After any retiring Administrative Agent's resignation hereunder as the Administrative Agent. The fees payable by the Borrower to a successor Administrative Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Borrower and such successor. After the Administrative Agent’s resignation hereunder, the provisions of this Article VIII and Section 9.03 shall continue in effect for the inure to its benefit of such retiring Administrative Agent, its sub-agents and their respective Related Parties in respect of as to any actions taken or omitted to be taken by any of them it while it was the retiring Administrative Agent was acting as under the Administrative AgentLoan Documents, and Section 10.3 and Section 10.4 shall continue to inure to its benefit.

Successor. Subject The Syndication Agent may resign as such upon one Business Day's notice to the appointment Company and acceptance of a successor the Administrative Agent as provided in this Section, the Agent. The Administrative Agent may resign as such at any time upon at least 30 days' prior notice to the Company and all Lenders, . If the Issuing Bank and the Borrower. Upon Administrative Agent at any such resignationtime shall resign, the Required Lenders shall have may, with the right, subject to the approval prior consent of the Borrower Company (which approval consent shall not be unreasonably withheld), to appoint another Lender as a successorsuccessor Administrative Agent which shall thereupon become the Administrative Agent hereunder. If no successor Administrative Agent shall have been so appointed by the Required Lenders Lenders, and shall have accepted such appointment appointment, within 30 days after the retiring Administrative Agent gives Agent's giving notice of its resignation, then the retiring Administrative Agent may, on behalf of the Lenders and with the Issuing Bankprior consent of the Company (which consent shall not be unreasonably withheld), appoint a successor Administrative Agent that Agent, which shall be one of the Lenders or a bank with an office in New Yorkcommercial banking institution organized under the laws of the United States or a United States branch or agency of a commercial banking institution, New York, or an Affiliate and having a combined capital and surplus of any such bankat least $500,000,000. Upon the acceptance of its any appointment as the Administrative Agent hereunder by a successorsuccessor Administrative Agent, 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 the rights, powers, privileges and duties of the retiring Administrative Agent, and the retiring Administrative Agent shall be discharged from all its duties and obligations under the Loan Documents in its capacity this Agreement. After any retiring Administrative Agent's resignation hereunder as the Administrative Agent. The fees payable by the Borrower to a successor Administrative Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Borrower and such successor. After the Administrative Agent’s resignation hereunder, the provisions of of (a) this Article VIII and Section 9.03 ARTICLE IX shall continue in effect for the inure to its benefit of such retiring Administrative Agent, its sub-agents and their respective Related Parties in respect of as to any actions taken or omitted to be taken by any of them it while it was the retiring Administrative Agent was acting as the Administrative Agentunder this Agreement; and (b) SECTION 11.3 and SECTION 11.4 shall continue to inure to its benefit.

Successor. Subject The Syndication Agent may resign as such upon one Business Day's notice to the appointment Company and acceptance of a successor the Administrative Agent as provided in this Section, the Agent. The Administrative Agent may resign as such at any time upon at least 30 days' prior notice to the Company and all Lenders, . If the Issuing Bank and the Borrower. Upon Administrative Agent at any such resignationtime shall resign, the Required Lenders shall have may, with the right, subject to the approval prior consent of the Borrower Company (which approval consent shall not be unreasonably withheld), to 151 160 appoint another Lender as a successorsuccessor Administrative Agent which shall thereupon become the Administrative Agent hereunder. If no successor Administrative Agent shall have been so appointed by the Required Lenders Lenders, and shall have accepted such appointment appointment, within 30 days after the retiring Administrative Agent gives Agent's giving notice of its resignation, then the retiring Administrative Agent may, on behalf of the Lenders and the Issuing BankLenders, appoint a successor Administrative Agent that Agent, which shall be one of the Lenders or a bank with an office in New Yorkcommercial banking institution organized under the laws of the United States or a United States branch or agency of a commercial banking institution, New York, or an Affiliate and having a combined capital and surplus of any such bankat least $500,000,000. Upon the acceptance of its any appointment as the Administrative Agent hereunder by a successorsuccessor Administrative Agent, 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 the rights, powers, privileges and duties of the retiring Administrative Agent, and the retiring Administrative Agent shall be discharged from all its duties and obligations under the Loan Documents in its capacity this Agreement. After any retiring Administrative Agent's resignation hereunder as the Administrative Agent. The fees payable by the Borrower to a successor Administrative Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Borrower and such successor. After the Administrative Agent’s resignation hereunder, the provisions of of (a) this Article VIII and Section 9.03 IX shall continue in effect for the inure to its benefit of such retiring Administrative Agent, its sub-agents and their respective Related Parties in respect of as to any actions taken or omitted to be taken by any of them it while it was the retiring Administrative Agent was acting as the Administrative Agentunder this Agreement; and (b) Section 11.3 and Section 11.4 shall continue to inure to its benefit.

Successor. Subject The Administrative Agent may resign as such at anytime upon at least 30 days' prior notice to the appointment Borrowers and acceptance of all Lenders. If the Administrative Agent at any time shall resign, the Required Xxxxxxx may appoint another Xxxxxx as a successor Administrative Agent as provided in this Section, which shall thereupon become the Administrative Agent may resign at any time upon notice to the Lenders, the Issuing Bank and the Borrower. 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), to appoint a successorhereunder. If no successor Administrative Agent shall have been so appointed by the Required Lenders Lenders, and shall have accepted such appointment appointment, within 30 days after the retiring Administrative Agent gives Agent's giving notice of its resignation, then the retiring Administrative Agent may, on behalf of the Lenders and the Issuing BankLenders, appoint a successor Administrative Agent that Agent, which shall be one of the Lenders or a bank with an office commercial 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 $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 New Yorkabove, New Yorkthe 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, or an Affiliate of any such bankif any, as the Required Lenders appoint a successor as provided for above. Upon the acceptance of its any appointment as the Administrative Agent hereunder by a successorsuccessor Administrative Agent, 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 the rights, powers, privileges and duties of the retiring Administrative Agent, and the retiring Administrative Agent shall be discharged from all its duties and obligations under the Loan Documents in its capacity Documents. After any retiring Administrative Agent's resignation hereunder as the Administrative Agent. The fees payable by the Borrower to a successor Administrative Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Borrower and such successor. After the Administrative Agent’s resignation hereunder, the provisions of this Article VIII and Section 9.03 shall continue in effect for the inure to its benefit of such retiring Administrative Agent, its sub-agents and their respective Related Parties in respect of as to any actions taken or omitted to be taken by any of them it while it was the retiring Administrative Agent was acting as under the Administrative AgentLoan Documents, and Section 12.3 and Section 12.4 shall continue to inure to its benefit.

Successor. Subject The Administrative Agent may resign as such at any time upon at least 30 days' prior notice to the appointment Borrowers and acceptance of all Lenders. If the Administrative Agent at any time shall resign, the Required Lenders may appoint another Lender as a successor Administrative Agent as provided in this Section, which shall thereupon become the Administrative Agent may resign at any time upon notice to the Lenders, the Issuing Bank and the Borrower. 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), to appoint a successorhereunder. If no -95- successor Administrative Agent shall have been so appointed by the Required Lenders Lenders, and shall have accepted such appointment appointment, within 30 days after the retiring Administrative Agent gives Agent's giving notice of its resignation, then the retiring Administrative Agent may, on behalf of the Lenders and the Issuing BankLenders, appoint a successor Administrative Agent that Agent, which shall be one of the Lenders or a bank with an office in New Yorkcommercial 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, New York, or an Affiliate and having a combined capital and surplus of any such bankat least $500,000,000. Upon the acceptance of its any appointment as the Administrative Agent hereunder by a successorsuccessor Administrative Agent, 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 the rights, powers, privileges and duties of the retiring Administrative Agent, and the retiring Administrative Agent shall be discharged from all its duties and obligations under the Loan Documents in its capacity Documents. After any retiring Administrative Agent's resignation hereunder as the Administrative Agent. The fees payable by the Borrower to a successor Administrative Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Borrower and such successor. After the Administrative Agent’s resignation hereunder, the provisions of this Article VIII and Section 9.03 shall continue in effect for the inure to its benefit of such retiring Administrative Agent, its sub-agents and their respective Related Parties in respect of as to any actions taken or omitted to be taken by any of them it while it was the retiring Administrative Agent was acting as under the Administrative AgentLoan Documents, and SECTION 11.3 and SECTION 11.4 shall continue to inure to its benefit.

Successor. Subject The Administrative Agent may resign as such at any time upon at least 30 days' prior notice to the appointment Company and acceptance of all Lenders. If the Administrative Agent at any time shall resign, the Required Lenders may appoint another Lender as a successor Administrative Agent as provided in this Section, which shall thereupon become the Administrative Agent may resign at any time upon notice to the Lenders, the Issuing Bank and the Borrower. 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), to appoint a successorhereunder. If no successor Administrative Agent shall have been so appointed by the Required Lenders Lenders, and shall have accepted such appointment appointment, within 30 days after the retiring Administrative Agent gives Agent's giving notice of its resignation, then the retiring Administrative Agent may, on behalf of the Lenders and the Issuing BankLenders, appoint a successor Administrative Agent that Agent, which shall be one of the Lenders or a bank with an office in New Yorkcommercial 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, New York, or an Affiliate and having a combined capital and surplus of any such bankat least $500,000,000. Upon the acceptance of its any appointment as the Administrative Agent hereunder by a successorsuccessor Administrative Agent, 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 the rights, powers, privileges and duties of the retiring Administrative Agent, and the retiring Administrative Agent shall be discharged from all its duties and obligations under the Loan Documents in its capacity this Agreement. After any retiring Administrative Agent's resignation hereunder as the Administrative Agent. The fees payable by the Borrower to a successor Administrative Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Borrower and such successor. After the Administrative Agent’s resignation hereunder, the provisions of of (a) this Article VIII and Section 9.03 IX shall continue in effect for the inure to its benefit of such retiring Administrative Agent, its sub-agents and their respective Related Parties in respect of as to any actions taken or omitted to be taken by any of them it while it was the retiring Administrative Agent was acting as the Administrative Agentunder this Agreement; and (b) Section 10.3 and Section 10.4 shall continue to inure to its benefit.

Successor. Subject The Administrative Agent may resign as such at any time upon at least 30 days' prior written notice to the appointment Borrowers and acceptance all Lenders. If the Administrative Agent at any time shall resign, the Required Lenders may (with the consent of the Borrowers so long as a Default has not occurred and is not then continuing, such consent not to be unreasonably withheld or delayed) appoint another Lender as a successor Administrative Agent as provided in this Section, which shall thereupon become the Administrative Agent may resign at any time upon notice to the Lenders, the Issuing Bank and the Borrower. 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), to appoint a successorhereunder. If no successor Administrative Agent shall have been so appointed by the Required Lenders Lenders, and 119 shall have accepted such appointment appointment, within 30 days after the retiring Administrative Agent gives Agent's giving written notice of its resignation, then the retiring Administrative Agent may, on behalf of the Lenders and the Issuing BankLenders, appoint a successor Administrative Agent that Agent, which shall be one of the Lenders or a bank with an office in New Yorkcommercial 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, New York, or an Affiliate and having a combined capital and surplus of any such bankat least $500,000,000. Upon the acceptance of its any appointment as the Administrative Agent hereunder by a successorsuccessor Administrative Agent, 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 the rights, powers, privileges and duties of the retiring Administrative Agent, and the retiring Administrative Agent shall be discharged from all its duties and obligations under the Loan Documents in its capacity this Agreement. After any retiring Administrative Agent's resignation hereunder as the Administrative Agent. The fees payable by the Borrower to a successor Administrative Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Borrower and such successor. After the Administrative Agent’s resignation hereunder, the provisions of of (a) this Article VIII and Section 9.03 XI shall continue in effect for the inure to its benefit of such retiring Administrative Agent, its sub-agents and their respective Related Parties in respect of as to any actions taken or omitted to be taken by any of them it while it was the retiring Administrative Agent was acting as the Administrative Agent.under this Agreement; and

Successor. Subject The Syndication Agent may resign as such upon one Business Day’s notice to the appointment Borrower and acceptance of a successor the Administrative Agent as provided in this Section, the Agent. The Administrative Agent may resign as such at any time upon at least 30 days prior notice to the Borrower and all Lenders, . If the Issuing Bank and the Borrower. Upon Administrative Agent at any such resignationtime shall resign, the Required Lenders shall have may, with the right, subject to the approval prior consent of the Borrower (which approval consent shall not be unreasonably withheld), to appoint another Lender as a successorsuccessor Administrative Agent which shall thereupon become the Administrative Agent hereunder. If no successor Administrative Agent shall have been so appointed by the Required Lenders Lenders, and shall have accepted such appointment appointment, within 30 days after the retiring Administrative Agent gives Agent’s giving notice of its resignation, then the retiring Administrative Agent may, on behalf of the Lenders and the Issuing BankLenders, appoint a successor Administrative Agent that Agent, which shall be one of the Lenders or a bank with an office commercial 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 $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 New Yorkabove, New Yorkthe 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, or an Affiliate of any such bankif any, as the Required Lenders appoint a successor as provided for above. Upon the acceptance of its any appointment as the Administrative Agent hereunder by a successorsuccessor Administrative Agent, 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 the rights, powers, privileges and duties of the retiring Administrative Agent, and the retiring Administrative Agent shall be discharged from all its duties and obligations under the Loan Documents in its capacity as the Administrative Agent. The fees payable by the Borrower to a successor Administrative Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Borrower and such successor. After the Administrative Agent’s resignation hereunder, the provisions of this Article VIII and Section 9.03 shall continue in effect for the benefit of such retiring Administrative Agent, its sub-agents and their respective Related Parties in respect of any actions taken or omitted to be taken by any of them while the retiring Administrative Agent was acting as the Administrative Agent.this

Successor. Subject to the appointment and acceptance of a successor Administrative Agent as provided in this Section, the Administrative Any Agent may resign as such at any time upon at least 30 days’ prior notice to the Borrower and all Lenders, the Issuing Bank and the Borrower. Upon If any such resignationAgent at any time shall resign, the Required Lenders shall have may appoint (subject to, so long as no Event of Default has occurred and is continuing, the right, subject to the approval reasonable consent of the Borrower (which approval shall not to be unreasonably withheld), to appoint a successorwithheld or delayed) another Lender as such Person’s successor Agent which shall thereupon become the applicable Agent hereunder. If no successor Agent shall have been so appointed by the Required Lenders (and consented to by the Borrower), and shall have accepted such appointment appointment, within 30 days after the retiring Administrative Agent gives such Agent’s giving notice of its resignation, then the retiring Administrative Agent may, on behalf of the Lenders and the Issuing BankLenders, appoint a successor Administrative Agent that Agent, which shall be one of the Lenders or a bank with an office commercial 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 $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 New Yorkabove, New Yorkthe 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, or an Affiliate of any such bankif any, as the Required Lenders appoint a successor as provided for above. Upon the acceptance of its any appointment as the Administrative an Agent hereunder by a successorany 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 shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring Administrative Agent, and the retiring Administrative Agent shall be discharged from all its duties and obligations under the Loan Documents in its capacity as the Administrative Agent. The fees payable by the Borrower to a successor Administrative Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Borrower and such successorDocuments. After the Administrative any retiring Agent’s resignation hereunderhereunder as an Agent, the provisions of this Article VIII and Section 9.03 shall continue in effect for the inure to its benefit of such retiring Administrative Agent, its sub-agents and their respective Related Parties in respect of as to any actions taken or omitted to be taken by any of them it while it was an Agent under the retiring Administrative Agent was acting as the Administrative AgentLoan Documents, and Section 10.3 and Section 10.4 shall continue to inure to its benefit.

Successor. Subject Any Co-Agent may resign as such upon one Business Day's notice to the appointment Borrower and acceptance of a successor the Administrative Agent as provided in this Section, the Agent. The Administrative Agent may resign as such at any time upon at least 30 days' prior notice to the Borrower and all Lenders, . If the Issuing Bank and the Borrower. Upon Administrative Agent at any such resignationtime shall resign, the Required Lenders shall have may, with the right, subject to the approval prior consent of the Borrower (which approval consent shall not be unreasonably withheld), to appoint another Lender as a successorsuccessor Administrative Agent which shall thereupon become the Administrative Agent hereunder. If no successor Administrative Agent shall have been so appointed by the Required Lenders Lenders, and shall have accepted such appointment appointment, within 30 days after the retiring Administrative Agent gives Agent's giving notice of its resignation, then the retiring Administrative Agent may, on behalf of the Lenders and the Issuing BankLenders, appoint a successor Administrative Agent that Agent, which shall be one of the Lenders or a bank with an office in New Yorkcommercial 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, New York, or an Affiliate and having a combined capital and surplus of any such bankat least $500,000,000. Upon the acceptance of its any appointment as the Administrative Agent hereunder by a successorsuccessor Administrative Agent, 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 the rights, powers, privileges and duties of the retiring Administrative Agent, and the retiring Administrative Agent shall be discharged from all its duties and obligations under the Loan Documents in its capacity this Agreement. After any retiring Administrative Agent's resignation hereunder as the Administrative Agent. The fees payable by the Borrower to a successor Administrative Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Borrower and such successor. After the Administrative Agent’s resignation hereunder, the provisions of this Article VIII and Section 9.03 shall continue in effect for the benefit of such retiring Administrative Agent, its sub-agents and their respective Related Parties in respect of any actions taken or omitted to be taken by any of them while the retiring Administrative Agent was acting as the Administrative Agent.of

Successor. Subject to the appointment and acceptance of a successor Administrative Agent as provided in this Section, the Administrative Any Co-Agent may resign as such upon one Business Day's notice to the Borrowers and the Agents. Any Agent may resign as such at any time upon at least 30 days' prior notice to the Borrowers and all Lenders, the Issuing Bank and the Borrower. Upon If an Agent at any such resignationtime shall resign, the Required Lenders shall have may, with the right, subject to the approval prior consent of the Borrower Borrowers (which approval consent shall not be unreasonably withheld), to appoint another Lender as a successorsuccessor Agent which shall thereupon become the an Agent hereunder. If no successor Agent shall have been so appointed by the Required Lenders Lenders, and shall have accepted such appointment appointment, within 30 days after the retiring Administrative Agent gives Agent's giving notice of its resignation, then the retiring Administrative Agent may, on behalf of the Lenders and the Issuing BankLenders, appoint a successor Administrative Agent that Agent, which shall be one of the Lenders or a bank with an office in New Yorkcommercial 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, New York, or an Affiliate and having a combined capital and surplus of any such bankat least $500,000,000. Upon the acceptance of its any appointment as the Administrative Agent hereunder by a successorsuccessor 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 shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring Administrative Agent, and the retiring Administrative Agent shall be discharged from all its duties and obligations under the Loan Documents in its capacity this Agreement. After any retiring Agent's resignation hereunder as the Administrative applicable Agent. The fees payable by the Borrower to a successor Administrative Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Borrower and such successor. After the Administrative Agent’s resignation hereunder, the provisions of of (a) this Article VIII and Section 9.03 XI shall continue in effect for the inure to its benefit of such retiring Administrative Agent, its sub-agents and their respective Related Parties in respect of as to any actions taken or omitted to be taken by any of them it while the retiring Administrative it was an Agent was acting as the Administrative Agentunder this Agreement; and (b) Section 10.3 and Section 12.4 shall continue to inure to its benefit.

Successor. Subject The Administrative Agent may resign as such at any time upon at least 30 days' prior notice to the appointment Borrower and acceptance of all Lenders. If the Administrative Agent at any time shall resign, the Required Lenders may appoint another Lender as a successor Administrative Agent as provided in this Section, which shall thereupon become the Administrative Agent may resign at any time upon notice to the Lenders, the Issuing Bank and the Borrower. Upon any hereunder in such resignation, the Required Lenders shall have the right, subject to the approval of the Borrower (which approval shall not be unreasonably withheld), to appoint a successorcapacity. If no successor Administrative Agent shall have been so appointed by the Required Lenders Lenders, and shall have accepted such appointment appointment, within 30 days after the retiring Administrative Agent gives Agent's giving notice of its resignation, then the retiring Administrative Agent may, on behalf of the Lenders and the Issuing BankLenders, appoint a successor Administrative Agent that Agent, which shall be one of the Lenders or a bank with an office in New York, New York, commercial banking institution organized under the laws of the U.S. (or an Affiliate any State thereof) or a U.S. branch or agency of any such banka commercial banking institution having a combined capital and surplus of at least $500,000,000. Upon the acceptance of its any appointment as the Administrative Agent hereunder by a successorsuccessor Administrative Agent, 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 the rights, powers, privileges and duties of the retiring Administrative Agent, and the retiring Administrative Agent shall be -104- 111 discharged from all its duties and obligations under the Loan Documents in its capacity this Agreement. After any retiring Administrative Agent's resignation hereunder as the Administrative Agent. The fees payable by the Borrower to a successor Administrative Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Borrower and such successor. After the Administrative Agent’s resignation hereunder, the provisions of this Article VIII and Section 9.03 shall continue in effect for the benefit of such retiring Administrative Agent, its sub-agents and their respective Related Parties in respect of any actions taken or omitted to be taken by any of them while the retiring Administrative Agent was acting as the Administrative Agent.of

Successor. Subject to the appointment and acceptance of a successor Administrative Agent as provided in this Section, the Administrative Each Agent may resign as such at any time upon at least 30 days' prior notice to the U.S. Borrower and all Lenders. If such Agent at any time shall resign, the Issuing Bank and Majority Lenders may appoint another Lender as a successor Agent which shall thereupon become an Agent in the Borrower. Upon any such resignation, the Required Lenders shall have the right, subject to the approval capacity of the Borrower (which approval shall not be unreasonably withheld), to appoint a successorresigning Agent hereunder. If no successor Agent shall have been so appointed by the Required Lenders Majority Lenders, and shall have accepted such appointment appointment, within 30 days after the retiring Administrative Agent gives Agent's giving notice of its resignation, then the retiring Administrative Agent may, on behalf of the Lenders and the Issuing BankLenders, appoint a successor Administrative Agent that Agent, which shall be one of the Lenders or a bank with an office commercial 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 $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 and which meets the qualifications set forth above, the retiring Agent's resignation shall nevertheless thereupon become effective, the retiring Agent shall be discharged from its duties and obligations under the Trade Documents and the Loan Documents and the Lenders shall (subject to any contrary terms in New Yorkany Loan Document) assume and perform all of the duties of Agent hereunder or under the Loan Documents until such time, New Yorkif any, or an Affiliate of any such bankas the Majority Lenders appoint a successor as provided above. Upon the acceptance of its any appointment as the Administrative an Agent hereunder by a successorsuccessor 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 shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring Administrative Agent, and the retiring Administrative Agent shall be discharged from all its duties and obligations under the Loan Documents in its capacity as the Administrative Agent. The fees payable by the Borrower to a successor Administrative Agent shall be the same After any retiring Agent's resignation hereunder as those payable to its predecessor unless otherwise agreed between the Borrower and such successor. After the Administrative an Agent’s resignation hereunder, the provisions of of (a) this Article VIII and Section 9.03 X shall continue in effect for the inure to its benefit of such retiring Administrative Agent, its sub-agents and their respective Related Parties in respect of as to any actions taken or omitted to be taken by any of them it while it was an Agent under this Agreement, the retiring Administrative Agent was acting as Trade Documents and the Administrative AgentLoan Documents; and (b) Section 11.3 and Section 11.4 shall continue to inure to its benefit.

Successor. Subject to the appointment and acceptance of a successor Administrative Agent as provided in this Section, the Administrative The Agent may resign as such at any time upon at least 30 days’ prior notice to the Lenders, the Issuing Bank Borrower and the BorrowerLenders. Upon If the Agent at any such resignationtime shall resign, the Required Lenders shall have may appoint another Lender as a successor Agent (with, so long as no Default or Event of Default has occurred and is continuing, the right, subject to the approval consent of the Borrower (which approval shall each such consent not to be unreasonably withheldwithheld or delayed (and the Borrower shall be deemed to have consented if it fails to object to any assignment within five Business Days after it received written notice thereof)), to appoint a successorprovided that the resignation of the Agent is not contingent upon such consent), which Lender, upon such appointment (and all applicable consents), thereupon shall become the Agent hereunder. If no successor Agent shall have been so appointed by the Required Lenders Lenders, and shall have accepted such appointment appointment, within 30 days after the retiring Administrative Agent gives Agent’s giving notice of its resignation, then the retiring Administrative Agent may, on behalf of the Lenders and the Issuing BankLenders, appoint a successor Administrative Agent that Agent, which shall be one of the Lenders or a bank with an office in New Yorkcommercial 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, New Yorkand having a combined capital and surplus of at least $250,000,000; provided, or an Affiliate 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 any the duties of the Agent hereunder until such banktime, if any, as the Required Lenders appoint a successor as provided for above. Upon the acceptance of its any appointment as the Administrative Agent hereunder by a successorsuccessor 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 shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring Administrative Agent, and the retiring Administrative Agent shall be discharged from all its duties and obligations under the Loan Documents in its capacity as the Administrative Agent. The fees payable by the Borrower to a successor Administrative Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Borrower and such successorCredit Documents. After the Administrative any retiring Agent’s resignation hereunderhereunder as the Agent, the provisions of this Article VIII and Section 9.03 XII shall continue in effect for the inure to its benefit of such retiring Administrative Agent, its sub-agents and their respective Related Parties in respect of as to any actions taken or omitted to be taken by any of them it while it was the retiring Administrative Agent was acting as under the Administrative AgentCredit Documents, and Section 13.3 and Section 13.4 shall continue to inure to its benefit.

Successor. Subject Each of the Syndication Agent and the Documentation Agent may resign as such upon one Business Day's notice to the appointment Borrower and acceptance of a successor the Administrative Agent as provided in this Section, the Agent. The Administrative Agent may resign as such at any time upon at least 30 days' prior notice to the Borrower and all Lenders, . If the Issuing Bank and the Borrower. Upon Administrative Agent at any such resignationtime shall resign, the Required Lenders shall have may, with the right, subject to the approval prior consent of the Borrower (which approval consent shall not be unreasonably withheld), to appoint another Lender as a successorsuccessor Administrative Agent which shall thereupon become the Administrative Agent hereunder. If no successor Administrative Agent shall have been so appointed by the Required Lenders Lenders, and shall have accepted such appointment appointment, within 30 20 days after the retiring Administrative Agent gives Agent's giving notice of its resignation, then the retiring Administrative Agent may, on behalf of the Lenders and the Issuing BankLenders, appoint a successor Administrative Agent that Agent, which shall be one of the Lenders or a bank with an office in New Yorkcommercial banking institution organized under the laws of the United States or a United States branch or agency of a commercial banking institution, New York, or an Affiliate and having a combined capital and surplus of any such bankat least $500,000,000. Upon the acceptance of its any appointment as the Administrative Agent hereunder by a successorsuccessor Administrative Agent, 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 the rights, powers, privileges and duties of the retiring Administrative Agent, and the retiring Administrative Agent shall be discharged from all its duties and obligations under the Loan Documents in its capacity -71- 79 this Agreement. After any retiring Administrative Agent's resignation hereunder as the Administrative Agent. The fees payable by the Borrower to a successor Administrative Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Borrower and such successor. After the Administrative Agent’s resignation hereunder, the provisions of (i) this Article VIII and Section 9.03 IX shall continue in effect for the inure to its benefit of such retiring Administrative Agent, its sub-agents and their respective Related Parties in respect of as to any actions taken or omitted to be taken by any of them it while it was the retiring Administrative Agent was acting as the Administrative Agentunder this Agreement, and (ii) Section 10.3 and Section 10.4 shall continue to inure to its benefit.

Successor. Subject The Administrative Agent may resign as such at any time upon at least 30 days' prior notice to the appointment Borrower and acceptance of all Lenders. If the Administrative Agent at any time shall resign, the Required Lenders may appoint another Lender as a successor Administrative Agent as provided in this Section, which shall thereupon become the Administrative Agent may resign at any time upon notice to the Lenders, the Issuing Bank and the Borrower. 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), to appoint a successorhereunder. If no successor Administrative Agent shall have been so appointed by the Required Lenders Lenders, and shall have accepted such appointment appointment, within 30 days after the retiring Administrative Agent gives Agent's giving notice of its resignation, then the retiring Administrative Agent may, on behalf of the Lenders and the Issuing BankLenders, appoint a successor Administrative Agent that Agent, which shall be one of the Lenders or a bank with an office in New Yorkcommercial 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, New York, or an Affiliate and having a combined capital and surplus of any such bankat least $500,000,000. Upon the acceptance of its any appointment as the Administrative Agent hereunder by a successorsuccessor Administrative Agent, 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 the rights, powers, privileges and duties of the retiring Administrative Agent, and the retiring Administrative Agent shall be discharged from all its duties and obligations under the Loan Documents in its capacity this Agreement. After any retiring Administrative Agent's resignation hereunder as the Administrative Agent. The fees payable by the Borrower to a successor Administrative Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Borrower and such successor. After the Administrative Agent’s resignation hereunder, the provisions of (a) this Article VIII and Section 9.03 IX shall continue in effect for the inure to its benefit of such retiring Administrative Agent, its sub-agents and their respective Related Parties in respect of as to any actions taken or omitted to be taken by any of them it while it was the retiring Administrative Agent was acting as the Administrative Agentunder this Agreement; and (b) Section 10.3 and Section 10.4 shall continue to inure to its benefit.

Successor. Subject to the appointment and acceptance of a successor Administrative Agent as provided in this Section, If at any time the Administrative Agent deems it advisable, in its sole discretion, it may resign at submit to each of the Lenders a written notification of its resignation as Administrative Agent under the Loan Documents, such resignation to be effective on the later to occur of (i) the thirtieth day after the date of such notice and (ii) the date upon which any time upon notice to successor Administrative Agent, in accordance with the Lendersprovisions of this Section 10.9, the Issuing Bank and the Borrowershall have accepted in writing its appointment as such successor Administrative Agent. Upon any such resignationresignation of the Administrative Agent, the Required Lenders shall have the right, subject to the approval of the Borrower (which approval shall not be unreasonably withheld), right to appoint from among the Lenders a successorsuccessor Administrative Agent. 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 retiring Administrative Agent gives Agent's giving of notice of its resignation, then the retiring Administrative Agent may, on behalf of the Lenders and the Issuing BankLenders, appoint a successor Administrative Agent, which successor Administrative Agent that shall be a commercial bank with an office in New York, New York, organized under the laws of the United States of America or an Affiliate of any such bankState thereof and having a - 76 - 83 combined capital and surplus of at least $100,000,000. Upon the acceptance of its any appointment as the Administrative Agent hereunder by a successorsuccessor Administrative Agent, such successor Administrative Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring Administrative Agent, and the retiring Administrative Agent's rights, powers, privileges and duties as Administrative Agent shall be discharged from all its duties and obligations under the Loan Documents in its capacity shall be terminated. The Borrower and the Lenders shall execute such documents as the shall be necessary to effect such appointment. After any retiring Administrative Agent. The fees payable by the Borrower to a successor Administrative Agent shall be the same 's resignation as those payable to its predecessor unless otherwise agreed between the Borrower and such successor. After the Administrative Agent’s resignation hereunder, the provisions of this Article VIII and Section 9.03 10 shall continue in effect for the inure to its benefit of such retiring Administrative Agent, its sub-agents and their respective Related Parties in respect of as to any actions taken or omitted to be taken by any of them it while the retiring it was Administrative Agent was under the Loan Documents. If at any time hereunder there shall not be a duly appointed and acting as the Administrative Agent, the Borrower agrees to make each payment due under the Loan Documents directly to the Persons entitled thereto during such time.

Successor. Subject to the appointment and acceptance of a successor Administrative Agent as provided in this Section, the The Administrative Agent may resign as such at any time upon at least 30 days' prior notice to the Borrower and all Lenders, . If the Issuing Bank and the Borrower. Upon Administrative Agent at any such resignationtime shall resign, the Required Lenders shall have Xxxxxxx may, within ten days after such notice and with the right, subject to the approval consent of the Borrower (which approval shall not to be unreasonably withheld), to appoint another Xxxxxx as a successorsuccessor Administrative Agent which shall thereupon become the Administrative Agent hereunder. If no successor Administrative Agent shall have been so appointed by the Required Lenders Lenders, and shall have accepted such appointment appointment, within 30 days after the retiring Administrative Agent gives Agent's giving notice of its resignation, then the retiring Administrative Agent may, on behalf of the Lenders Lenders, after notice to and consultation with the Issuing BankBorrower, appoint a successor Administrative Agent that Agent, which shall be a bank with an office in New York, New York, one of the Lenders or an Affiliate Assignee, and shall have a combined capital and surplus of any such bankat least $250,000,000. Upon the acceptance of its any appointment as the Administrative Agent hereunder by a successorsuccessor Administrative Agent, 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 the rights, powers, privileges and duties of the retiring Administrative Agent, and the retiring Administrative Agent shall be discharged from all its duties and obligations under this Agreement. After the Loan Documents in its capacity effective date of any retiring Administrative Agent's resignation hereunder as the Administrative Agent. The fees payable by the Borrower to a successor Administrative Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Borrower and such successor. After the Administrative Agent’s resignation hereunder, the provisions of (a) this Article VIII and Section 9.03 ARTICLE X shall continue in effect for the inure to its benefit of such retiring Administrative Agent, its sub-agents and their respective Related Parties in respect of as to any actions taken or omitted to be taken by any of them it while it was the retiring Administrative Agent was acting as the Administrative Agentunder this Agreement; and (b) SECTION 11.3 and SECTION 11.4 shall continue to inure to its benefit.

Successor. Subject With effect from the Resignation Effective Date or the Removal Effective Date (as applicable) (1) the retiring or removed Administrative Agent shall be discharged from its duties and obligations hereunder and under the other Credit Documents (except that in the case of any collateral security held by the Administrative Agent on behalf of the Lenders under any of the Credit Documents, the retiring or removed Administrative Agent shall continue to hold such collateral security until such time as a successor Administrative Agent is appointed) and (2) all payments, communications and determinations provided to be made by, to or through the appointment and acceptance of Administrative Agent shall instead be made by or to each Lender directly, until such time as the Required Lenders appoint a successor Administrative Agent as provided for above in this Section, the Administrative Agent may resign at any time upon notice to the Lenders, the Issuing Bank and the Borrower. 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), to appoint a successor. If no successor shall have been so appointed by the Required Lenders and shall have accepted such appointment within 30 days after the retiring Administrative Agent gives notice of its resignation, then the retiring Administrative Agent may, on behalf of the Lenders and the Issuing Bank, appoint a successor Administrative Agent that shall be a bank with an office in New York, New York, or an Affiliate of any such bank. Upon the acceptance of its a successor’s appointment as the Administrative Agent hereunder by a successorhereunder, such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring or removed Administrative Agent, and the retiring or removed Administrative Agent shall be discharged from all of its duties and obligations hereunder or under the Loan other Credit Documents (if not already discharged therefrom as provided above in its capacity as the Administrative Agentthis Section). The fees payable by the Borrower to a successor Administrative Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Borrower and such successor. After the retiring or removed Administrative Agent’s resignation hereunderhereunder and under the other Credit Documents, the provisions of this Article VIII and Section 9.03 10.26 shall continue in effect for the benefit of such retiring or removed Administrative Agent, its sub-agents and their respective Related Parties in respect of any actions taken or omitted to be taken by any of them while the retiring or removed Administrative Agent was acting as the Administrative Agent.

Successor. Subject Any Agent (other than the Administrative Agent) may resign as such upon one Business Day's notice to the appointment Borrower and acceptance of a successor the Administrative Agent as provided in this Section, the Agent. The Administrative Agent may resign as such at any time upon at least 30 days' prior notice to the Borrower and all Lenders, . If the Issuing Bank and the Borrower. Upon Administrative Agent at any such resignationtime shall resign, the Required Lenders shall have may, with the right, subject to the approval prior consent of the Borrower (which approval consent shall not be unreasonably withheld), to appoint another Lender as a successorsuccessor Administrative Agent which shall thereupon become the Administrative Agent hereunder. If no successor Administrative Agent shall have been so appointed by the Required Lenders Lenders, and shall have accepted such appointment appointment, within 30 days after the retiring Administrative Agent gives Agent's giving notice of its resignation, then the retiring Administrative Agent may, on behalf of the Lenders and the Issuing BankLenders, appoint a successor Administrative Agent that Agent, which shall be one of the Lenders or a bank with an office in New Yorkcommercial 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, New York, or an Affiliate and having a combined capital and surplus of any such bankat least $500,000,000. Upon the acceptance of its any appointment as the Administrative Agent hereunder by a successorsuccessor Administrative Agent, 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 the rights, powers, privileges and duties of the retiring Administrative Agent, and the retiring Administrative Agent shall be discharged from all its duties and obligations under the Loan Documents in its capacity this Agreement. After any retiring Administrative Agent's resignation hereunder as the Administrative Agent. The fees payable by the Borrower to a successor Administrative Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Borrower and such successor. After the Administrative Agent’s resignation hereunder, the provisions of this Article VIII and Section 9.03 shall continue in effect for the benefit of such retiring Administrative Agent, its sub-agents and their respective Related Parties in respect of any actions taken or omitted to be taken by any of them while the retiring Administrative Agent was acting as the Administrative Agent.of

Successor. Subject The Administrative Agent may resign as such at any time upon at least thirty (30) days’ prior notice to the appointment Borrower and acceptance of all Lenders, and the Administrative Agent may be removed with or without cause as such by the Required Lenders upon at least thirty (30) days’ prior notice to the Administrative Agent and the Borrower. If the Administrative Agent at any time shall resign or be removed, the Required Lenders may appoint another Lender as a successor Administrative Agent as provided in this Section, which Lender shall thereupon become the Administrative Agent may resign at any time upon notice to the Lenders, the Issuing Bank and the Borrower. 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), to appoint a successorhereunder. If no successor Administrative Agent shall have been so appointed by the Required Lenders Lenders, and shall have accepted such appointment appointment, within 30 thirty (30) days after the retiring Administrative Agent gives giving of notice of its resignationresignation or removal, then the retiring or removed Administrative Agent may, on behalf of the Lenders and the Issuing BankLenders, appoint a successor Administrative Agent that Agent, which shall be one of the Lenders and, if no Lender accepts such appointment, a bank with an office in New Yorkcommercial 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, New York, or an Affiliate and having a combined capital and surplus of any such bankat least $500,000,000. Upon the acceptance of its any appointment as the Administrative Agent hereunder by a successorsuccessor Administrative Agent, 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 request, and shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring or removed Administrative Agent, and the retiring or removed Administrative Agent shall be discharged from all its duties and obligations under the Loan Documents in its capacity this Agreement. After any retiring or removed Administrative Agent’s resignation or removal hereunder as the Administrative Agent. The fees payable by the Borrower to a successor Administrative Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Borrower and such successor. After the Administrative Agent’s resignation hereunder, the provisions of this Article VIII and Section 9.03 X shall continue in effect for the inure to its benefit of such retiring Administrative Agent, its sub-agents and their respective Related Parties in respect of as to any actions taken or omitted to be taken by any of them it while it was the retiring Administrative Agent was acting as the Administrative Agentunder this Agreement; and Section 11.3 and Section 11.4 shall continue to inure to its benefit.

Successor. Subject to the appointment and acceptance of a successor An Administrative Agent as provided in this Section, the Administrative Agent Lender may resign as such at any time upon at least 30 days prior notice to the Lenders, the Issuing Bank other Lenders and the Borrowerto Penford Corporation. Upon If an Administrative Lender at any such resignationtime shall resign, the Required Lenders may appoint another Lender as a successor Administrative Lender which shall have the right, subject to the approval of the Borrower (which approval shall not be unreasonably withheld), to appoint a successorthereupon become Administrative Lender. If no successor Administrative Lender shall have been so appointed by the Required Lenders Lenders, and shall have accepted such appointment appointment, within 30 days after the retiring Administrative Agent gives Lender's giving notice of its resignation, then the retiring Administrative Agent Lender may, on behalf of the Lenders and the Issuing BankLenders, appoint a successor Administrative Agent that Lender, which shall be one of Lenders or a bank with an office in New York, New York, or an Affiliate commercial banking institution having a combined capital and surplus of any such bankat least US$500,000,000. Upon the acceptance of its any appointment as the Administrative Agent hereunder Lender by a successorsuccessor Administrative Lender, such successor Administrative Lender shall give Penford Corporation 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 the rights, powers, privileges and duties of the retiring Administrative AgentLender, and the retiring Administrative Agent Lender shall be discharged from all its duties and obligations under the Loan Documents in its capacity as the Administrative Agent. The fees payable by the Borrower to a successor Administrative Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Borrower and such successorthis Agreement. After the any retiring Administrative Agent’s Lender's resignation hereunderas Administrative Lender, the provisions of this Article VIII Agreement and Section 9.03 any indemnity and expense reimbursement provision of the Loan Documents shall continue in effect for the to inure to its benefit of such retiring Administrative Agent, its sub-agents and their respective Related Parties in respect of as to any actions taken or omitted to be taken by any of them it while the retiring it was Administrative Agent was acting as the Administrative AgentLender.

Successor. Subject to the appointment and acceptance of a successor Administrative Agent as provided in this Section, the Administrative Any Agent may resign as such at any time upon at least 30 days' prior notice to the Borrower and all Lenders, the Issuing Bank and the Borrower. Upon If any such resignationAgent at any time shall resign, the Required Lenders shall have the right, subject may appoint another Lender reasonably acceptable to the approval of Borrower as a successor to such Agent which shall thereupon become an Agent hereunder in such capacity as the Borrower (which approval shall not be unreasonably withheld), to appoint a successorretiring Agent. If no successor Agent shall have been so appointed by the Required Lenders Lenders, and shall have accepted such appointment appointment, within 30 days after the retiring Administrative Agent gives Agent's giving notice of its resignation, then the retiring Administrative Agent may, on behalf of the Lenders and the Issuing BankLenders, appoint a successor Administrative Agent that Agent, which shall be one of the Lenders or a bank with an office commercial 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 $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 New Yorkclause (y) above, New Yorksuch retiring Agent, or an Affiliate shall be permitted to appoint as its successor from all available commercial banking institutions willing to accept such appointment such institution having the highest credit rating of any all such bankavailable and willing institutions. Upon the acceptance of its any appointment as the Administrative Agent hereunder by a successorsuccessor 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 shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring Administrative Agent, and the retiring Administrative Agent shall be discharged from all its duties and obligations under the Loan Documents in its capacity as the Administrative Agent. The fees payable by the Borrower to a successor Administrative Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Borrower and such successorthis Agreement. After the Administrative any retiring Agent’s 's resignation hereunderhereunder as Agent, the provisions of of (a) this Article VIII and Section 9.03 IX shall continue in effect for the inure to its benefit of such retiring Administrative Agent, its sub-agents and their respective Related Parties in respect of as to any actions taken or omitted to be taken by any of them it while the retiring Administrative it was an Agent was acting as the Administrative Agentunder this Agreement; and (b) Sections 10.3 and 10.4 shall continue to inure to its benefit.

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