Common use of Resignation of Agent Clause in Contracts

Resignation of Agent. (a) The Agent may at any time and, if the Person acting as the Agent is a Defaulting Lender and the Company so requests, the Agent shall promptly, give notice of its resignation to the Lenders, the Issuing Banks and the Company. Upon receipt of any such notice of resignation, the Required Lenders shall have the right, with the consent of the Company so long as no Event of Default has occurred and is continuing, to appoint a successor, which shall be a bank with an office in New York, New York, or an Affiliate of any such bank with an office in New York, New York. If no such successor shall have been so appointed by the Required Lenders and shall have accepted such appointment within 30 days after the retiring Agent gives notice of its resignation then the Company may (if the resignation is at the request of the Company) or the retiring Agent may (but shall not be obligated to), on behalf of the Lenders and the Issuing Banks, with the consent of the Company so long as no Event of Default has occurred and is continuing, appoint a successor Agent meeting the qualifications set forth above. Whether or not a successor has been appointed, such resignation shall become effective no earlier than three Business Days after the date in such notice (the “Resignation Effective Date”). (b) If the Person serving as Agent is a Defaulting Lender pursuant to clause (b) of the definition thereof, each of the Company and the Required Lenders may, to the extent permitted by applicable law, by notice in writing to such Person and, if such notice is given by the Required Lenders, to the Company, remove such Person as Agent and, the Required Lenders may, with the consent of the Company so long as no Event of Default has occurred and is continuing, appoint a successor. If no such successor shall have been so appointed by the Required Lenders and shall have accepted such appointment within 30 days (or such earlier day as shall be agreed by the Required Lenders) (the “Removal Effective Date”), then such removal shall nonetheless become effective in accordance with such notice on the Removal Effective Date. (c) With effect from the Resignation Effective Date or the Removal Effective Date (as applicable) (1) the retiring or removed Agent shall be discharged from its duties and obligations hereunder and under the Notes and (2) except for any indemnity payments owed to the retiring or removed Agent, all payments, communications and determinations provided to be made by, to or through the Agent shall instead be made by or to each Lender and Issuing Bank directly, until such time, if any, as the Required Lenders or the Company appoint a successor Agent as provided for above. Upon the acceptance of a successor’s appointment as Agent hereunder, such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring or removed Agent (other than any rights to indemnity payments owed to the retiring or removed Agent), and the retiring or removed Agent shall be discharged from all of its duties and obligations hereunder or under the Notes. The fees payable by the Company to a successor Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Company and such successor. After the retiring or removed Agent’s resignation or removal hereunder and under the Notes, the provisions of this Article and Section 9.04 shall continue in effect for the benefit of such retiring or removed 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 Agent was acting as Agent. (d) Any resignation pursuant to this Section by a Person acting as Agent shall, unless such Person shall notify the Company and the Lenders otherwise, also act to relieve such Person and its Affiliates of any obligation to issue new, or extend existing, Letters of Credit where such issuance or extension is to occur on or after the date that is 60 days after such Person gave notice of such resignation. Upon the acceptance of a successor’s appointment as Agent hereunder, (i) such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring Agent in its capacity (if any) as Issuing Bank, (ii) the retiring Agent in its capacity (if any) as Issuing Bank shall be discharged from all of its respective duties and obligations hereunder or under the Notes in such capacity and (iii) the successor Issuing Bank shall issue letters of credit in substitution for the Letters of Credit, if any, outstanding at the time of such succession or make other arrangement satisfactory to the retiring Issuing Bank to effectively assume the obligations of the retiring Issuing Bank with respect to such Letters of Credit; except, in each case, as may otherwise be agreed by the Company and such successor Agent if the retiring Agent is a Defaulting Lender.

Resignation of Agent. (a) The Agent may at any time and, if the Person acting resign as the Agent is on 30 days advance notice to Lenders, LC Issuer and Borrowers and will resign as the Agent if Fifth Third, in its capacity as a Defaulting Lender Lender, no longer has any Loans outstanding. If Agent resigns as the Agent under this Agreement and the Company so requestsother Loan Documents, then the Agent shall promptlyRequisite Lenders will, give within 30 days after notice of its resignation to the Agent’s resignation, appoint from among Lenders a successor agent for Lenders, the Issuing Banks and the Company. Upon receipt of any such notice of resignationwhich, the Required Lenders shall have the right, with the consent of the Company so long as no Event of unless a Default has occurred and is continuing, such successor agent must be approved by Borrowers (which approval shall not be unreasonably withheld, delayed or conditioned), whereupon (a) such successor agent will succeed to the rights, powers and duties of Agent, (b) the term “Agent” will mean such successor agent effective on such appointment and approval, and (c) the former Agent’s rights, powers and duties as Agent will be terminated, without any other or further act or deed on the part of such former Agent or any of the parties to this Agreement or any holders of the Obligations; however, if a successor agent has not so been appointed within that 30-day period, the retiring Agent will have the right to appoint a successorsuccessor agent, which shall be a commercial bank with an office in New York, New York, organized under the laws of the United States or an Affiliate of any such bank with an office in New York, New York. If no such successor shall have been so appointed by the Required Lenders state thereof and shall have accepted such appointment within 30 days after the retiring Agent gives notice having a combined capital and surplus of its resignation then the Company may (if the resignation is at the request of the Company) or the retiring Agent may (but shall not be obligated to), on behalf of the Lenders and the Issuing Banks, with the consent of the Company so long least $500,000,000 who will serve as no Event of Default has occurred and is continuing, appoint a successor Agent meeting the qualifications set forth above. Whether or not a successor has been appointed, such resignation shall become effective no earlier than three Business Days after the date in such notice (the “Resignation Effective DateAgent”). (b) If the Person serving as Agent is a Defaulting Lender pursuant to clause (b) of the definition thereof, each of the Company and the Required Lenders may, to the extent permitted by applicable law, by notice in writing to such Person and, if such notice is given by the Required Lenders, to the Company, remove such Person as Agent and, the Required Lenders may, with the consent of the Company so long as no Event of Default has occurred and is continuing, appoint a successor. If no such successor shall have been so appointed by the Required Lenders and shall have accepted such appointment within 30 days (or such earlier day as shall be agreed by the Required Lenders) (the “Removal Effective Date”), then such removal shall nonetheless become effective in accordance with such notice on the Removal Effective Date. (c) With effect from the Resignation Effective Date or the Removal Effective Date (as applicable) (1) the retiring or removed Agent shall be discharged from its duties and obligations hereunder and under the Notes and (2) except for any indemnity payments owed to the retiring or removed Agent, all payments, communications and determinations provided to be made by, to or through the Agent shall instead be made by or to each Lender and Issuing Bank directly, until such time, if any, as the Required Lenders or the Company appoint a successor Agent as provided for above. Upon the acceptance of a successor’s appointment as Agent hereunder, such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring or removed Agent (other than any rights to indemnity payments owed to the retiring or removed Agent), and the retiring or removed Agent shall be discharged from all of its duties and obligations hereunder or under the Notes. The fees payable by the Company to a successor Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Company and such successor. After the any retiring or removed Agent’s resignation or removal hereunder and under as the NotesAgent, (i) the provisions of this Article and Section 9.04 shall continue in effect for the 10 will inure to its benefit of such retiring or removed 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 or removed Agent was acting as Agent. (d) Any resignation pursuant to under this Section by a Person acting as Agent shall, unless such Person shall notify the Company Agreement and the Lenders otherwise, also act to relieve such Person other Loan Documents and its Affiliates of any obligation to issue new, or extend existing, Letters of Credit where such issuance or extension is to occur on or after the date that is 60 days after such Person gave notice of such resignation. Upon the acceptance of a successor’s appointment as Agent hereunder, (i) such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring Agent in its capacity (if any) as Issuing Bank, (ii) the retiring Agent in its capacity (if any) as Issuing Bank shall will be discharged from relieved of all of its respective further duties and obligations hereunder or under as the Notes in such capacity and (iii) the successor Issuing Bank shall issue letters of credit in substitution for the Letters of Credit, if any, outstanding at the time of such succession or make other arrangement satisfactory to the retiring Issuing Bank to effectively assume the obligations of the retiring Issuing Bank with respect to such Letters of Credit; except, in each case, as may otherwise be agreed by the Company and such successor Agent if the retiring Agent is a Defaulting LenderAgent.

Resignation of Agent. (a) The Each Agent may at any time and, if the Person acting as the Agent is a Defaulting Lender and the Company so requests, the Agent shall promptly, give notice of its resignation to the Lenders, the Issuing Banks Bank and the CompanyBorrower. Upon receipt of any such notice of resignation, the Required Lenders shall have the right, with the consent (not to be unreasonably withheld, delayed or conditioned) of Borrower except after and during the Company so long as no continuance of an Event of Default has occurred and is continuingDefault, to appoint a successor, which shall be a bank with an office in New York, New Yorkthe United States, or an Affiliate of any such bank with an office in New York, New Yorkthe United States. If no such successor shall have been so appointed by the Required Lenders and shall have accepted such appointment within 30 days after the retiring Agent gives notice of its resignation resignation, then the Company may (if the resignation is at the request of the Company) or the retiring Agent may (but shall not be obligated to), on behalf of the Lenders and the Issuing Banks, with the consent of the Company so long as no Event of Default has occurred and is continuingBank, appoint a successor Agent meeting the qualifications set forth above. Whether above with Borrower's consent (not to be unreasonably withheld, delayed or not a successor has been appointed, such resignation conditioned) except after and during the continuance of any Event of Default; provided that if the Agent shall become effective no earlier than three Business Days after the date in such notice (the “Resignation Effective Date”). (b) If the Person serving as Agent is a Defaulting Lender pursuant to clause (b) of the definition thereof, each of the Company notify Borrower and the Required Lenders may, to the extent permitted by applicable law, by notice in writing to such Person and, if such notice is given by the Required Lenders, to the Company, remove such Person as Agent and, the Required Lenders may, with the consent of the Company so long as that no Event of Default qualifying person has occurred and is continuing, appoint a successor. If no such successor shall have been so appointed by the Required Lenders and shall have accepted such appointment within 30 days (or such earlier day as shall be agreed by the Required Lenders) (the “Removal Effective Date”)Borrower has not consented, then such removal resignation shall nonetheless become effective in accordance with such notice on the Removal Effective Date. (c) With effect from the Resignation Effective Date or the Removal Effective Date (as applicable) and (1) the retiring or removed Agent shall be discharged from its duties and obligations hereunder and under the Notes other Loan Documents (except that in the case of any collateral security held by the Collateral Agent on behalf of the Lenders or the Issuing Bank under any of the Loan Documents, the retiring Collateral Agent shall continue to hold such collateral security as nominee until such time as a successor Collateral Agent is appointed) and (2) except for any indemnity payments owed to the retiring or removed Agent, all payments, communications and determinations provided to be made by, to or through the an Agent shall instead be made by or to each Lender and the Issuing Bank directly, until such time, if any, time as the Required Lenders Lenders, with the consent (not to be unreasonably withheld, delayed or conditioned) of Borrower except after and during the Company continuance of an Event of Default, appoint a successor Agent as provided for aboveabove in this paragraph. Upon the acceptance of a successor’s 's appointment as Agent hereunder, such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring (or removed Agent (other than any rights to indemnity payments owed to the retiring or removed retired) Agent), and the retiring or removed Agent shall be discharged from all of its duties and obligations hereunder or under the Notesother Loan Documents (if not already discharged therefrom as provided above in this paragraph). The fees payable by the Company Borrower to a successor Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Company Borrower and such successor. After the retiring or removed Agent’s 's resignation or removal hereunder and under the Notesother Loan Documents, the provisions of this Article IX and Section 9.04 10.03 shall continue in effect for the benefit of such retiring or removed Agent, its sub 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 Agent was acting as Agent. (d) Any resignation pursuant to this Section by a Person acting as Agent shall, unless such Person shall notify the Company and the Lenders otherwise, also act to relieve such Person and its Affiliates of any obligation to issue new, or extend existing, Letters of Credit where such issuance or extension is to occur on or after the date that is 60 days after such Person gave notice of such resignation. Upon the acceptance of a successor’s appointment as Agent hereunder, (i) such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring Agent in its capacity (if any) as Issuing Bank, (ii) the retiring Agent in its capacity (if any) as Issuing Bank shall be discharged from all of its respective duties and obligations hereunder or under the Notes in such capacity and (iii) the successor Issuing Bank shall issue letters of credit in substitution for the Letters of Credit, if any, outstanding at the time of such succession or make other arrangement satisfactory to the retiring Issuing Bank to effectively assume the obligations of the retiring Issuing Bank with respect to such Letters of Credit; except, in each case, as may otherwise be agreed by the Company and such successor Agent if the retiring Agent is a Defaulting Lender.

Resignation of Agent. (a) The Agent may at any time and, if the Person acting as the Agent is a Defaulting Lender and the Company so requests, the Agent shall promptly, give notice of its resignation as Agent to the Lenders, the Lender issuing Letters of Credit hereunder (the “Issuing Banks Lender”), and the CompanyBorrower. Upon receipt of any such notice of resignation, the Required Lenders shall have the right, with approval from the consent of the Company Borrower (so long as no Event of Default has occurred and is continuing), to appoint a successor, which shall such approval not to be a bank with an office in New York, New York, unreasonably withheld or an Affiliate of any such bank with an office in New York, New Yorkdelayed. If no such successor shall have been so appointed by the Required Lenders and so approved by the Borrower (as applicable) and shall have accepted such appointment within 30 thirty (30) days after the retiring Agent gives notice of its resignation resignation, then the Company may (if the resignation is at the request of the Company) or the retiring Agent may (but shall not be obligated to), on behalf of the Lenders and the Issuing Banks, with the consent of the Company so long as no Event of Default has occurred and is continuingLender, appoint a successor Agent meeting the qualifications set forth above. Whether or not a successor has been appointed, such resignation ; provided that if the Agent shall become effective no earlier than three Business Days after notify the date in such notice (the “Resignation Effective Date”). (b) If the Person serving as Agent is a Defaulting Lender pursuant to clause (b) of the definition thereof, each of the Company Borrower and the Required Lenders may, to the extent permitted by applicable law, by notice in writing to such that no qualifying Person and, if such notice is given by the Required Lenders, to the Company, remove such Person as Agent and, the Required Lenders may, with the consent of the Company so long as no Event of Default has occurred and is continuing, appoint a successor. If no such successor shall have been so appointed by the Required Lenders and shall have accepted such appointment within 30 days (or such earlier day as shall be agreed by the Required Lenders) (the “Removal Effective Date”)appointment, then such removal resignation shall nonetheless become effective in accordance with such notice on the Removal Effective Date. and (c) With effect from the Resignation Effective Date or the Removal Effective Date (as applicable) (1a) the retiring or removed Agent shall be discharged from its duties and obligations hereunder and under the Notes other Loan Documents (except that in the case of any collateral security held by the Agent on behalf of the Lenders or the Issuing Lender under any of the Loan Documents, the retiring Agent shall continue to hold such collateral security until such time as a successor Agent is appointed) and (2b) except for any indemnity payments owed to the retiring or removed Agent, all payments, communications and determinations provided to be made by, to or through the Agent shall instead be made by or to each Lender and the Issuing Bank Lender directly, until such time, if any, time as the Required Lenders or the Company appoint a successor Agent as provided for aboveabove in this Section. Upon the acceptance of a successor’s appointment as Agent hereunder, such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring (or removed Agent (other than any rights to indemnity payments owed to the retiring or removed retired) Agent), and the retiring or removed Agent shall be discharged from all of its duties and obligations hereunder or under the Notesother Loan Documents (if not already discharged therefrom as provided above in this Section). The fees payable by the Company Borrower to a successor Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Company Borrower and such successor. After the retiring or removed Agent’s resignation or removal hereunder and under the Notesother Loan Documents, the provisions of this Article Section 10.6 and Section 9.04 11.3 [Expenses; Indemnity; Damage Waiver] shall continue in effect for the benefit of such retiring or removed Agent, its sub sub-agents and their respective Related Parties Parties, in respect of any actions taken or omitted to be taken by any of them while the retiring or removed Agent was acting as Agent. (d) Any resignation pursuant to this Section by a Person acting . If PNC Bank resigns as Agent shallunder this Section, unless such Person PNC Bank shall notify the Company and the Lenders otherwise, also act to relieve such Person and its Affiliates of any obligation to issue new, or extend existing, Letters of Credit where such issuance or extension is to occur on or after the date that is 60 days after such Person gave notice of such resignationresign as Issuing Lender. Upon the acceptance appointment of a successor’s appointment as successor Agent hereunder, such successor shall (i) such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of PNC Bank as the retiring Issuing Lender and the Agent in its capacity (if any) as Issuing Bank, (ii) the retiring Agent in its capacity (if any) as Issuing and PNC Bank shall be discharged from all of its respective duties and obligations hereunder or as Issuing Lender and Agent under the Notes in such capacity Loan Documents, and (iiiii) the successor Issuing Bank shall issue letters of credit in substitution for the Letters of CreditCredit issued by PNC Bank, if any, outstanding at the time of such succession or make other arrangement satisfactory to the retiring Issuing PNC Bank to effectively assume the obligations of the retiring Issuing PNC Bank with respect to such Letters of Credit; except, in each case, as may otherwise be agreed by the Company and such successor Agent if the retiring Agent is a Defaulting Lender.

Resignation of Agent. (a) The Each Agent may at any time and, if the Person acting as the Agent is a Defaulting Lender and the Company so requests, the Agent shall promptly, give notice of its resignation to the LendersLenders and Borrower, which resignation will be effective immediately if in the Issuing Banks and the CompanyAgent’s sole reasonable discretion it determines it has a conflict of interest arising from its role as Agent hereunder (such a resignation, a “Conflict Resignation”). Upon receipt of any such notice of resignationresignation other than a Conflict Resignation, the Required Lenders shall have the right, with the consent (not to be unreasonably withheld, delayed or conditioned) of Borrower except after and during the Company so long as no continuance of an Event of Default has occurred and is continuingDefault, to appoint a successor, which shall be a bank with an office in New York, New Yorkthe United States, or an Affiliate of any such bank with an office in New York, New Yorkthe United States. If no such successor shall have been so appointed by the Required Lenders and shall have accepted such appointment within 30 days after the retiring Agent gives notice of its resignation resignation, then the Company may (if the resignation is at the request of the Company) or the retiring Agent may (but shall not be obligated to), on behalf of the Lenders and the Issuing Banks, with the consent of the Company so long as no Event of Default has occurred and is continuing, appoint a successor Agent meeting the qualifications set forth above. Whether above with Borrower’s consent (not be unreasonably withheld, delayed or not a successor conditioned) except after and during the continuance of any Event of Default; provided that (i) if the Agent has been appointed, such resignation given notice of an immediate Conflict Resignation or (ii) if the Agent shall become effective no earlier than three Business Days after the date in such notice (the “Resignation Effective Date”). (b) If the Person serving as Agent is a Defaulting Lender pursuant to clause (b) of the definition thereof, each of the Company notify Borrower and the Required Lenders may, to the extent permitted by applicable law, by notice in writing to such that no qualifying Person and, if such notice is given by the Required Lenders, to the Company, remove such Person as Agent and, the Required Lenders may, with the consent of the Company so long as no Event of Default has occurred and is continuing, appoint a successor. If no such successor shall have been so appointed by the Required Lenders and shall have accepted such appointment within 30 days (or such earlier day as shall be agreed by the Required Lenders) (the “Removal Effective Date”)Borrower has not consented, then such removal resignation shall nonetheless become effective in accordance with such notice on the Removal Effective Date. (c) With effect from the Resignation Effective Date or the Removal Effective Date (as applicable) and (1) the retiring or removed Agent shall be discharged from its duties and obligations hereunder and under the Notes other Loan Documents (except that in the case of any collateral security held by the Collateral Agent on behalf of the Lenders under any of the Loan Documents, the retiring Collateral Agent shall continue to hold such collateral security as nominee until such time as a successor Collateral Agent is appointed) and (2) except for any indemnity payments owed to the retiring or removed Agent, all payments, communications and determinations provided to be made by, to or through the an Agent shall instead be made by or to each Lender and Issuing Bank directly, until such time, if any, time as the Required Lenders Lenders, with Borrower’s consent (not be unreasonably withheld, delayed or conditioned) except after and during the Company continuance of any Event of Default, shall appoint a successor Agent as provided for aboveabove in this paragraph. Upon the acceptance of a successor’s appointment as Agent hereunder, such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring (or removed Agent (other than any rights to indemnity payments owed to the retiring or removed retired) Agent), and the retiring or removed Agent shall be discharged from all of its duties and obligations hereunder or under the Notesother Loan Documents (if not already discharged therefrom as provided above in this paragraph). The fees payable by the Company Borrower to a successor Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Company Borrower and such successor. After the retiring or removed Agent’s resignation or removal hereunder and under the Notesother Loan Documents, the provisions of this Article IX and Section 9.04 10.03 shall continue in effect for the benefit of such retiring or removed Agent, its sub 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 Agent was acting as Agent. (d) Any resignation pursuant to this Section by a Person acting as Agent shall, unless such Person shall notify the Company and the Lenders otherwise, also act to relieve such Person and its Affiliates of any obligation to issue new, or extend existing, Letters of Credit where such issuance or extension is to occur on or after the date that is 60 days after such Person gave notice of such resignation. Upon the acceptance of a successor’s appointment as Agent hereunder, (i) such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring Agent in its capacity (if any) as Issuing Bank, (ii) the retiring Agent in its capacity (if any) as Issuing Bank shall be discharged from all of its respective duties and obligations hereunder or under the Notes in such capacity and (iii) the successor Issuing Bank shall issue letters of credit in substitution for the Letters of Credit, if any, outstanding at the time of such succession or make other arrangement satisfactory to the retiring Issuing Bank to effectively assume the obligations of the retiring Issuing Bank with respect to such Letters of Credit; except, in each case, as may otherwise be agreed by the Company and such successor Agent if the retiring Agent is a Defaulting Lender.

Resignation of Agent. (a) The Agent may resign at any time and, if the Person acting as the Agent is a Defaulting Lender and the Company so requests, the Agent shall promptly, give by giving 60 days prior written notice of its resignation thereof to the Revolving Credit Lenders, the Issuing Banks and the Company. Upon receipt of any such notice of resignation, the Required SuperMajority Lenders shall have the rightright to appoint a successor to such Agent (and if no Event of Default has occurred, with the consent of the Company so long as Borrower, not to be unreasonably withheld and, in any event, deemed given by the Borrower if no Event written objection is provided by the Borrower to the (resigning) Agent within seven (7) Business Days notice of Default has occurred and is continuing, to appoint a successor, which shall be a bank with an office in New York, New York, or an Affiliate of any such bank with an office in New York, New Yorkproposed appointment). If no such a successor Agent shall not have been so appointed by the Required Lenders and shall have accepted such appointment within 30 days after the retiring Agent gives giving of notice of its resignation by the resigning Agent, then the Company resigning Agent may (if the resignation is at the request appoint a successor Agent, which shall be a financial institution having a combined capital and surplus in excess of $1,000,000,000.00. The consent of the CompanyBorrower otherwise required by this Section 14-10(a) or the retiring Agent may (but shall not be obligated to), on behalf of the Lenders and the Issuing Banks, with the consent of the Company so long as no required if an Event of Default has occurred and is continuing, appoint a successor Agent meeting the qualifications set forth above. Whether or not a successor has been appointed, such resignation shall become effective no earlier than three Business Days after the date in such notice (the “Resignation Effective Date”)occurred. (b) If Upon the Person serving acceptance of any appointment as Agent is hereunder by a Defaulting Lender pursuant to clause (b) of the definition thereofsuccessor Agent, each of the Company and the Required Lenders may, to the extent permitted by applicable law, by notice in writing to such Person and, if such notice is given by the Required Lenders, to the Company, remove such Person as Agent and, the Required Lenders may, with the consent of the Company so long as no Event of Default has occurred and is continuing, appoint a successor. If no such successor shall have been thereupon succeed to, and become vested with, all the rights, powers, privileges, and duties of the (resigning) Agent so appointed replaced, and the (resigning) Agent shall be discharged from the (resigning) Agent’s duties and obligations hereunder, other than on account of any responsibility for any action taken or omitted to be taken by the Required Lenders and shall have accepted (resigning) Agent as to which a final judicial determination has been or is made (in a proceeding in which the (resigning) Person has had an opportunity to be heard) that such appointment within 30 days (Person had acted in a grossly negligent manner or such earlier day as shall be agreed by the Required Lenders) (the “Removal Effective Date”), then such removal shall nonetheless become effective in accordance with such notice on the Removal Effective Datebad faith. (c) With effect from the Resignation Effective Date or the Removal Effective Date (as applicable) (1) the After any retiring or removed Agent shall be discharged from its duties and obligations hereunder and under the Notes and (2) except for any indemnity payments owed to the retiring or removed Agent, all payments, communications and determinations provided to be made by, to or through the Agent shall instead be made by or to each Lender and Issuing Bank directly, until such time, if any, as the Required Lenders or the Company appoint a successor Agent as provided for above. Upon the acceptance of a successor’s appointment as Agent hereunder, such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring or removed Agent (other than any rights to indemnity payments owed to the retiring or removed Agent), and the retiring or removed Agent shall be discharged from all of its duties and obligations hereunder or under the Notes. The fees payable by the Company to a successor Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Company and such successor. After the retiring or removed Agent’s resignation or removal hereunder and under the Notesresignation, the provisions of this Article Agreement and Section 9.04 of all other Loan Documents shall continue in effect for the retiring Person’s benefit of such retiring or removed Agent, its sub agents and their respective Related Parties in respect of any actions taken or omitted to be taken by any of them it while the retiring or removed Agent it was acting as Agent. (d) Any resignation pursuant to this Section by a Person acting as Agent shall, unless such Person shall notify the Company and the Lenders otherwise, also act to relieve such Person and its Affiliates of any obligation to issue new, or extend existing, Letters of Credit where such issuance or extension is to occur on or after the date that is 60 days after such Person gave notice of such resignation. Upon the acceptance of a successor’s appointment as Agent hereunder, (i) such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring Agent in its capacity (if any) as Issuing Bank, (ii) the retiring Agent in its capacity (if any) as Issuing Bank shall be discharged from all of its respective duties and obligations hereunder or under the Notes in such capacity and (iii) the successor Issuing Bank shall issue letters of credit in substitution for the Letters of Credit, if any, outstanding at the time of such succession or make other arrangement satisfactory to the retiring Issuing Bank to effectively assume the obligations of the retiring Issuing Bank with respect to such Letters of Credit; except, in each case, as may otherwise be agreed by the Company and such successor Agent if the retiring Agent is a Defaulting Lender.

Resignation of Agent. (a) The Agent may at any time and, if the Person acting as the Agent is a Defaulting Lender and the Company so requests, the Agent shall promptly, give notice of its resignation to the Lenders, the Issuing Banks Lenders and the CompanyBorrower. Upon receipt of any such notice of resignation, the Required Lenders shall have the right, with approval from the consent of the Company Borrower (so long as no Event of Default has occurred and is continuing), to appoint a successor, which shall such approval not to be a bank with an office in New York, New York, unreasonably withheld or an Affiliate of any such bank with an office in New York, New Yorkdelayed. If no such successor shall have been so appointed by the Required Lenders and shall have accepted such appointment within 30 thirty (30) days after the retiring Agent gives notice of its resignation resignation, then the Company Borrower (so long as no Event of Default has occurred and is continuing) may (if appoint a successor agent, which successor may be replaced by the resignation is at the request of the Company) or the retiring Agent may (but shall not be obligated to)Required Lenders; provided that such replacement is, on behalf of the Lenders and the Issuing Banks, with the consent of the Company so long as no Event of Default has occurred and is continuing, appoint a successor Agent meeting the qualifications set forth above. Whether or not a successor has been appointed, such resignation shall become effective no earlier than three Business Days after the date in such notice (the “Resignation Effective Date”). (b) If the Person serving as Agent is a Defaulting Lender pursuant to clause (b) of the definition thereof, each of the Company and the Required Lenders may, reasonably acceptable to the extent permitted by applicable law, by notice in writing to such Person and, if such notice is given by the Required Lenders, to the Company, remove such Person as Agent and, the Required Lenders may, with the consent of the Company so long as no Event of Default has occurred and is continuing, appoint a successorBorrower. If no such successor shall have been so appointed by the Required Lenders or the Borrower within sixty (60) days after the retiring Agent gives notice of its resignation, then the retiring Agent may on behalf of the Lenders, appoint a successor Agent; provided that if the Agent shall notify the Borrower and shall have the Lenders that no qualifying Person has accepted such appointment within 30 days (or such earlier day as shall be agreed by the Required Lenders) (the “Removal Effective Date”)appointment, then such removal resignation shall nonetheless become effective in accordance with such notice on the Removal Effective Date. and (c) With effect from the Resignation Effective Date or the Removal Effective Date (as applicable) (1a) the retiring or removed Agent shall be discharged from its duties and obligations hereunder and under the Notes other Loan Documents (except that in the case of collateral security, if any, held by the Agent on behalf of the Lenders under any of the Loan Documents, the retiring Agent shall continue to hold such collateral security until such time as a successor Agent is appointed) and (2b) except for any indemnity payments owed to the retiring or removed Agent, all payments, communications and determinations provided to be made by, to or through the Agent shall instead be made by or to each Lender and Issuing Bank directly, until such time, if any, time as the Required Lenders or the Company appoint a successor Agent as provided for aboveabove in this Section 7.06. Upon the acceptance of a successor’s appointment as Agent hereunder, such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring (or removed Agent (other than any rights to indemnity payments owed to the retiring or removed retired) Agent), and the retiring or removed Agent shall be discharged from all of its duties and obligations hereunder or under the Notesother Loan Documents (if not already discharged therefrom as provided above in this Section). The fees payable by the Company Borrower to a successor Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Company Borrower and such successor. After the retiring or removed Agent’s resignation or removal hereunder and under the Notesother Loan Documents, the provisions of this Article 7 and Section 9.04 8.04 shall continue in effect for the benefit of such retiring or removed Agent, its sub sub-agents and their respective Related Parties Affiliates in respect of any actions taken or omitted to be taken by any of them while the retiring or removed Agent was acting as Agent. (d) Any resignation pursuant to this Section by a Person acting as Agent shall, unless such Person shall notify the Company and the Lenders otherwise, also act to relieve such Person and its Affiliates of any obligation to issue new, or extend existing, Letters of Credit where such issuance or extension is to occur on or after the date that is 60 days after such Person gave notice of such resignation. Upon the acceptance appointment of a successor’s appointment as successor Agent hereunder, (i) such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of PNC as the retiring Agent in its capacity (if any) as Issuing Bank, (ii) the retiring Agent in its capacity (if any) as Issuing Bank and PNC shall be discharged from all of its respective duties and obligations hereunder or as Agent under the Notes in such capacity and (iii) the successor Issuing Bank shall issue letters of credit in substitution for the Letters of Credit, if any, outstanding at the time of such succession or make other arrangement satisfactory to the retiring Issuing Bank to effectively assume the obligations of the retiring Issuing Bank with respect to such Letters of Credit; except, in each case, as may otherwise be agreed by the Company and such successor Agent if the retiring Agent is a Defaulting LenderLoan Documents.

Resignation of Agent. (a) The Subject to the appointment and acceptance of a successor Agent as provided below, the Agent may resign at any time and, if the Person acting as the Agent is a Defaulting Lender and the Company so requests, the Agent shall promptly, give by giving written notice of its resignation thereof to the LendersBanks, the Issuing Banks Borrower and the Companyeach Guarantor. Upon receipt of any such notice of resignation, the Required Lenders Banks shall have the rightright to appoint a successor Agent, with the consent of the Company so long as no which, unless an Event of Default has shall have occurred and is be continuing, to appoint a successor, which shall be a bank with an office in New York, New York, or an Affiliate of any such bank with an office in New York, New Yorkreasonably acceptable to Borrower. If no such successor Agent shall have been so appointed by the Required Lenders Banks and shall have accepted such appointment within 30 thirty (30) days after the retiring Agent gives Agent’s giving of notice of its resignation resignation, then the Company may (if the resignation is at the request of the Company) or the retiring Agent may (but shall not be obligated to)may, on behalf of the Lenders and the Issuing Banks, with the consent of the Company so long as no Event of Default has occurred and is continuing, appoint a successor Agent meeting the qualifications set forth above. Whether or Agent, which shall be a bank which has an office in New York, New York and assets in an amount not a successor has been appointedless than One Billion ($1,000,000,000) Dollars, such resignation shall become effective no earlier than three Business Days after the date in such notice (the “Resignation Effective Date”). (b) If the Person serving as Agent is a Defaulting Lender pursuant to clause (b) of the definition thereofwhich, each of the Company and the Required Lenders may, to the extent permitted by applicable law, by notice in writing to such Person and, if such notice is given by the Required Lenders, to the Company, remove such Person as Agent and, the Required Lenders may, with the consent of the Company so long as no unless an Event of Default has shall have occurred and is be continuing, appoint a successor. If no such successor shall have been so appointed by the Required Lenders and shall have accepted such appointment within 30 days (or such earlier day as shall be agreed by the reasonably acceptable to Borrower. The Required Lenders) (the “Removal Effective Date”), then such removal shall nonetheless become effective in accordance with such notice on the Removal Effective Date. (c) With effect from the Resignation Effective Date Banks or the Removal Effective Date (as applicable) (1) the retiring or removed Agent shall be discharged from its duties and obligations hereunder and under the Notes and (2) except for any indemnity payments owed to the retiring or removed Agent, all payments, communications and determinations provided to be made by, to or through the Agent shall instead be made by or to each Lender and Issuing Bank directly, until such time, if any, as the Required Lenders or case may be, shall upon the Company appoint appointment of a successor Agent as provided for abovepromptly so notify Borrower and the other Banks. Upon the acceptance of a successor’s any appointment as Agent hereunderhereunder by a successor Agent, such successor Agent shall thereupon succeed to and become vested with all of the rights, powers, privileges and duties of the retiring or removed Agent (other than any rights to indemnity payments owed to the retiring or removed Agent), and the retiring or removed Agent shall be discharged from all of its duties and obligations hereunder or under the Notes. The fees payable by the Company to a successor Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Company and such successorhereunder. After the any retiring or removed Agent’s resignation or removal hereunder and under the Notesas Agent, the provisions of this Article and Section 9.04 XII shall continue in effect for the its benefit of such retiring or removed Agent, its sub agents and their respective Related Parties in respect of any actions taken or omitted to be taken by any of them it while the retiring or removed Agent it was acting as the Agent. (d) Any resignation pursuant to this Section by a Person acting as Agent shall, unless such Person shall notify the Company and the Lenders otherwise, also act to relieve such Person and its Affiliates of any obligation to issue new, or extend existing, Letters of Credit where such issuance or extension is to occur on or after the date that is 60 days after such Person gave notice of such resignation. Upon the acceptance of a successor’s appointment as Agent hereunder, (i) such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring Agent in its capacity (if any) as Issuing Bank, (ii) the retiring Agent in its capacity (if any) as Issuing Bank shall be discharged from all of its respective duties and obligations hereunder or under the Notes in such capacity and (iii) the successor Issuing Bank shall issue letters of credit in substitution for the Letters of Credit, if any, outstanding at the time of such succession or make other arrangement satisfactory to the retiring Issuing Bank to effectively assume the obligations of the retiring Issuing Bank with respect to such Letters of Credit; except, in each case, as may otherwise be agreed by the Company and such successor Agent if the retiring Agent is a Defaulting Lender.

Resignation of Agent. (a) The Agent may resign at any time and, if the Person acting as the Agent is a Defaulting Lender and the Company so requests, the Agent shall promptly, give by giving Sixty (60) days prior written notice of its resignation thereof to the Revolving Credit Lenders, the Issuing Banks and the Company. Upon receipt of any such notice of resignation, the Required SuperMajority Lenders shall have the rightright to appoint a successor to such Agent (and if no Event of Default has occurred, with the consent of the Company Borrower, not to be unreasonably withheld and, in any event, deemed given by the Borrower if no written objection is provided by the Borrower to the (resigning) Agent within Seven (7) Business Days notice of such proposed appointment). If a successor Agent shall not have been so long as no appointed and accepted such appointment within Thirty (30) days after the giving of notice by the resigning Agent, then the resigning Agent may appoint a successor Agent, which shall be a financial institution having a rating of not less than "A" or its equivalent if rated by Standard & Poor's Ratings Group. The consent of the Borrower otherwise required by this Section 14.10(a) shall not be required if an Event of Default has occurred and is continuing, to appoint a successor, which shall be a bank with an office in New York, New York, or an Affiliate of any such bank with an office in New York, New York. If no such successor shall have been so appointed by the Required Lenders and shall have accepted such appointment within 30 days after the retiring Agent gives notice of its resignation then the Company may (if the resignation is at the request of the Company) or the retiring Agent may (but shall not be obligated to), on behalf of the Lenders and the Issuing Banks, with the consent of the Company so long as no Event of Default has occurred and is continuing, appoint a successor Agent meeting the qualifications set forth above. Whether or not a successor has been appointed, such resignation shall become effective no earlier than three Business Days after the date in such notice (the “Resignation Effective Date”). (b) If Upon the Person serving acceptance of any appointment as Agent is hereunder by a Defaulting Lender pursuant to clause (b) of the definition thereofsuccessor Agent, each of the Company and the Required Lenders may, to the extent permitted by applicable law, by notice in writing to such Person and, if such notice is given by the Required Lenders, to the Company, remove such Person as Agent and, the Required Lenders may, with the consent of the Company so long as no Event of Default has occurred and is continuing, appoint a successor. If no such successor shall have been thereupon succeed to, and become vested with, all the rights, powers, privileges, and duties of the (resigning) Agent so appointed replaced, and the (resigning) Agent shall be discharged from the (resigning) Agent's duties and obligations hereunder, other than on account of any responsibility for any action taken or omitted to be taken by the Required Lenders and shall have accepted (resigning) Agent as to which a final judicial determination has been or is made (in a proceeding in which the (resigning) Person has had an opportunity to be heard) that such appointment within 30 days (Person had acted in a grossly negligent manner or such earlier day as shall be agreed by the Required Lenders) (the “Removal Effective Date”), then such removal shall nonetheless become effective in accordance with such notice on the Removal Effective Datebad faith. (c) With effect from the Resignation Effective Date or the Removal Effective Date (as applicable) (1) the After any retiring or removed Agent shall be discharged from its duties and obligations hereunder and under the Notes and (2) except for any indemnity payments owed to the retiring or removed Agent, all payments, communications and determinations provided to be made by, to or through the Agent shall instead be made by or to each Lender and Issuing Bank directly, until such time, if any, as the Required Lenders or the Company appoint a successor Agent as provided for above. Upon the acceptance of a successor’s appointment as Agent hereunder, such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring or removed Agent (other than any rights to indemnity payments owed to the retiring or removed Agent), and the retiring or removed Agent shall be discharged from all of its duties and obligations hereunder or under the Notes. The fees payable by the Company to a successor Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Company and such successor. After the retiring or removed Agent’s resignation or removal hereunder and under the Notes's resignation, the provisions of this Article Agreement and Section 9.04 of all other Loan Documents shall continue in effect for the retiring Person's benefit of such retiring or removed Agent, its sub agents and their respective Related Parties in respect of any actions taken or omitted to be taken by any of them it while the retiring or removed Agent it was acting as Agent. (d) Any resignation pursuant to this Section by a Person acting as Agent shall, unless such Person shall notify the Company and the Lenders otherwise, also act to relieve such Person and its Affiliates of any obligation to issue new, or extend existing, Letters of Credit where such issuance or extension is to occur on or after the date that is 60 days after such Person gave notice of such resignation. Upon the acceptance of a successor’s appointment as Agent hereunder, (i) such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring Agent in its capacity (if any) as Issuing Bank, (ii) the retiring Agent in its capacity (if any) as Issuing Bank shall be discharged from all of its respective duties and obligations hereunder or under the Notes in such capacity and (iii) the successor Issuing Bank shall issue letters of credit in substitution for the Letters of Credit, if any, outstanding at the time of such succession or make other arrangement satisfactory to the retiring Issuing Bank to effectively assume the obligations of the retiring Issuing Bank with respect to such Letters of Credit; except, in each case, as may otherwise be agreed by the Company and such successor Agent if the retiring Agent is a Defaulting Lender.

Resignation of Agent. (a) The Any Agent may at any time and, if the Person acting as the Agent is a Defaulting Lender and the Company so requests, the Agent shall promptly, give written notice of its resignation to the Lenders, the Issuing Banks as Agent under this Agreement and the Companyother Security Documents to each Authorized Representative and ▇▇▇▇▇▇▇▇. Upon receipt of any such notice of resignation, the Required Lenders applicable Authorized Representative shall have the rightright (subject, with unless an event of default under any Secured Debt Document relating to the consent commencement of the Company so long as no Event of Default an Insolvency or Liquidation Proceeding has occurred and is continuing, to the consent of ▇▇▇▇▇▇▇▇ (not to be unreasonably withheld or delayed) in consultation with ▇▇▇▇▇▇▇▇ to appoint a successor, which shall be a bank or trust company with an office in New York, New Yorkthe United States, or an Affiliate of any such bank or trust company with an office in New York, New Yorkthe United States. If no such successor shall have been so appointed by the Required Lenders applicable Authorized Representative and shall have accepted such appointment within 30 days after the retiring Agent gives give notice of its resignation resignation, then the Company may (if the resignation is at the request of the Company) or the retiring Agent may (but shall not be obligated to), on behalf of the Lenders and the Issuing Banks, with the consent of the Company so long as no Event of Default has occurred and is continuingmay, appoint a successor Agent meeting the qualifications set forth above. Whether or not a successor has been appointed, such resignation shall become effective no earlier than three Business Days after the date in such notice above (the “Resignation Effective Date”). (b) If the Person serving as Agent is a Defaulting Lender pursuant to clause (b) of the definition thereof, each of the Company and the Required Lenders may, to the extent permitted by applicable law, by notice in writing to such Person and, if such notice is given by the Required Lenders, to the Company, remove such Person as Agent and, the Required Lenders may, with but without the consent of any other Secured Party or ▇▇▇▇▇▇▇▇); provided that if the Company so long as Agent shall notify ▇▇▇▇▇▇▇▇ and each Authorized Representative that no Event of Default qualifying Person has occurred and is continuing, appoint a successor. If no such successor shall have been so appointed by the Required Lenders and shall have accepted such appointment within 30 days (or such earlier day as shall be agreed by the Required Lenders) (the “Removal Effective Date”)appointment, then such removal resignation shall nonetheless become effective in accordance with such notice on the Removal Effective Date. and (c) With effect from the Resignation Effective Date or the Removal Effective Date (as applicable) (1a) the retiring or removed Agent shall be discharged from its duties and obligations hereunder and under the Notes other Security Documents (except that in the case of any collateral security held by the Agent of behalf of the Secured Parties, the retiring Agent shall continue to hold such collateral security solely for purposes of maintaining the perfection of the security interests of the Secured Parties therein until such time as a successor Agent is appointed but with no obligation to take any further action at the request of any other Secured Parties or any Grantor) and (2b) except for any indemnity payments owed to the retiring or removed Agent, all payments, communications and determinations provided to be made by, to or through the Agent shall instead be by made by or to each Lender and Issuing Bank Authorized Representative directly, until such time, if any, time as the Required Lenders or the Company appoint applicable Authorized Agent appoints a successor Agent as provided for aboveabove in this Section. Upon the acceptance of a successor’s appointment appoint as Priority Lien Agent hereunderor Second Lien Agent, as the case may be, hereunder and under the Security Documents, such successor shall succeed to and become vested with all of the rights, powers, privileges privileged and duties of the retiring (or removed Agent (other than any rights to indemnity payments owed to the retiring or removed retired) Agent), and the retiring or removed Agent shall be discharged from all of its duties and obligations hereunder or under the Notes. The fees payable by the Company to a successor Agent shall be the same Security Documents (if not already discharges therefrom as those payable to its predecessor unless otherwise agreed between the Company and such successorprovided above in this Section). After the retiring or removed Agent’s resignation or removal hereunder and under the Notesother Collateral Agreements, the provisions of this Article Article, Sections 9.7, 10.4, 10.5 and Section 9.04 10.6 of the Revolving Credit Agreement, and 11.09 of the Priority Lien Indenture and each Second Lien Indenture, as applicable, shall continue in effect for the benefit of such retiring or removed Agent, its sub sub-agents and their respective Related Parties Affiliates in respect of any actions taken or omitted to be taken by any of them while the retiring or removed Agent was acting as Agent. (d) Any resignation pursuant to this Section by a Person acting as Agent shall, unless such Person shall notify the Company and the Lenders otherwise, also act to relieve such Person and its Affiliates of . Upon any obligation to issue new, or extend existing, Letters of Credit where such issuance or extension is to occur on or after the date that is 60 days after such Person gave notice of such resignation. Upon the acceptance of a successor’s appointment as Agent hereunder, (i) such successor shall succeed to and become vested with all resignation of the rightsAgent hereunder and under the other Security Documents, powers, privileges the Grantors agree to use commercially reasonable efforts to transfer (and duties maintain the validity and priority of) Liens in favor of the retiring Agent in its capacity (if any) as Issuing Bank, (ii) the retiring Agent in its capacity (if any) as Issuing Bank shall be discharged from all of its respective duties and obligations hereunder or under the Notes in such capacity and (iii) Security Documents to the successor Issuing Bank shall issue letters of credit in substitution for the Letters of Credit, if any, outstanding at the time of such succession or make other arrangement satisfactory to the retiring Issuing Bank to effectively assume the obligations of the retiring Issuing Bank with respect to such Letters of Credit; except, in each case, Agent as may otherwise be agreed by the Company and such successor Agent if the retiring Agent is a Defaulting Lenderpromptly as practicable.

Resignation of Agent. (a) The Agent may at any time and, if the Person acting resign as the Agent is a Defaulting Lender and the Company so requests, the Agent shall promptly, give on 30 days advance notice of its resignation to the Lenders, the Issuing Banks LC Issuer, and Borrower and will resign as Agent if U.S. Bank, in its capacity as a Lender, no longer has any Loans outstanding. If Agent resigns as Agent under this Agreement and the Company. Upon receipt of any such notice of resignationother Loan Documents, then the Required Lenders shall have will, within 30 days after notice of Agent’s resignation, appoint from among the rightLenders a successor agent for the Lenders, with the consent of the Company so long as no which, unless an Event of Default has occurred and is continuing, successor agent must be approved by Borrower (which approval shall not be unreasonably withheld, delayed or conditioned), whereupon (i) such successor agent will succeed to the rights, powers and duties of Agent, (ii) the term “Agent” will mean such successor agent effective on such appointment and approval, and (iii) the former Agent’s rights, powers and duties as Agent will be terminated, without any other or further act or deed on the part of such former Agent or any of the parties to this Agreement or any holders of the Obligations; however, if a successor agent has not so been appointed within that 30 day period, the retiring Agent will have the right to appoint a successorsuccessor agent, which 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 bank with an office in New York, New York. If no such successor shall have been so appointed by state thereof and having a combined capital and surplus of at least $500,000,000 who will serve as “Agent” until the Required Lenders and shall have accepted such appointment within 30 days after the retiring Agent gives notice of its resignation then the Company may (if the resignation is at the request of the Company) or the retiring Agent may (but shall not be obligated to), on behalf of the Lenders and the Issuing Banks, with the consent of the Company so long as no Event of Default has occurred and is continuing, appoint a successor Agent meeting the qualifications set forth above. Whether or not a successor has been appointed, such resignation shall become effective no earlier than three Business Days after the date in such notice (the “Resignation Effective Date”). (b) If the Person serving as Agent is a Defaulting Lender pursuant to clause (b) of the definition thereof, each of the Company and the Required Lenders may, to the extent permitted by applicable law, by notice in writing to such Person and, if such notice is given by the Required Lenders, to the Company, remove such Person as Agent and, the Required Lenders may, with the consent of the Company so long as no Event of Default has occurred and is continuing, appoint a successor. If no such successor shall have been so appointed by the Required Lenders and shall have accepted such appointment within 30 days (or such earlier day as shall be agreed by the Required Lenders) (the “Removal Effective Date”), then such removal shall nonetheless become effective in accordance with such notice on the Removal Effective Date. (c) With effect from the Resignation Effective Date or the Removal Effective Date (as applicable) (1) the retiring or removed Agent shall be discharged from its duties and obligations hereunder and under the Notes and (2) except for any indemnity payments owed to the retiring or removed Agent, all payments, communications and determinations provided to be made by, to or through the Agent shall instead be made by or to each Lender and Issuing Bank directly, until such time, if anyever, as the Required Lenders or the Company appoint a successor Agent as provided for above. Upon the acceptance of a successor’s appointment as Agent hereunder, such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring or removed Agent (other than any rights to indemnity payments owed to the retiring or removed Agent), and the retiring or removed Agent shall be discharged from all of its duties and obligations hereunder or under the Notes. The fees payable by the Company to a successor Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Company and such successorin this Section 13.9. After the any retiring or removed Agent’s resignation or removal hereunder and under the Notesas Agent, (a) the provisions of this Article and Section 9.04 shall continue in effect for the 13 will inure to its benefit of such retiring or removed 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 or removed it was Agent was acting as Agent. (d) Any resignation pursuant to under this Section by a Person acting as Agent shall, unless such Person shall notify the Company Agreement and the Lenders otherwise, also act to relieve such Person other Loan Documents and its Affiliates of any obligation to issue new, or extend existing, Letters of Credit where such issuance or extension is to occur on or after the date that is 60 days after such Person gave notice of such resignation. Upon the acceptance of a successor’s appointment as Agent hereunder, (i) such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring Agent in its capacity (if any) as Issuing Bank, (iib) the retiring Agent in its capacity (if any) as Issuing Bank shall will be discharged from relieved of all of its respective further duties and obligations hereunder or under the Notes in such capacity and (iii) the successor Issuing Bank shall issue letters of credit in substitution for the Letters of Credit, if any, outstanding at the time of such succession or make other arrangement satisfactory to the retiring Issuing Bank to effectively assume the obligations of the retiring Issuing Bank with respect to such Letters of Credit; except, in each case, as may otherwise be agreed by the Company and such successor Agent if the retiring Agent is a Defaulting LenderAgent.

Resignation of Agent. (a) The Agent may at any time and, if the Person acting as the Agent is a Defaulting Lender and the Company so requests, the Agent shall promptly, give notice of its resignation to the Lenders, the Issuing Banks Lenders and the CompanyBorrower. Upon receipt of any such notice of resignation, the Required Lenders shall have the right, with the consent of the Company so long as no Borrower (such consent not to be required if an Event of Default has occurred and is continuingcontinuing at the time of such resignation – in which event the Required Lenders’ decision shall be in consultation with the Borrower), to appoint a successor, which shall be a bank with an office in New York, New York, or an Affiliate of any such bank with an office in New York, New York. If no such successor shall have been so appointed by the Required Lenders and shall have accepted such appointment within 30 days after the retiring Agent gives notice of its resignation (or such earlier day as shall be agreed by the Required Lenders) (the “Resignation Effective Date”), then the Company may (if the resignation is at the request of the Company) or the retiring Agent may (but shall not be obligated to), on behalf of the Lenders and the Issuing Banks, with the consent of the Company so long as no Event of Default has occurred and is continuingLenders, appoint a successor Agent meeting the qualifications set forth aboveabove with the consent of the Borrower (such consent not to be required if an Event of Default has occurred and is continuing at the time of such assignment). Whether or not a successor has been appointed, such resignation shall become effective no earlier than three Business Days after the date in accordance with such notice (on the “Resignation Effective Date”). (b) If the Person serving as Agent is a Defaulting Lender pursuant to clause (b) of the definition thereofLender, each of the Company and the Required Lenders may, to the extent permitted by applicable law, by notice in writing to such Person and, if such notice is given by and the Required Lenders, to the Company, other parties hereto remove such Person as Agent and, the Required Lenders may, with the consent of the Company so long as no Borrower (such consent not to be required if an Event of Default has occurred and is continuingcontinuing at the time of such appointment), appoint a successor. If no such successor shall have been so appointed by the Required Lenders and shall have accepted such appointment within 30 days (or such earlier day as shall be agreed by the Required Lenders) (the “Removal Effective Date”), then such removal shall nonetheless become effective in accordance with such notice on the Removal Effective Date. (c) With effect from the Resignation Effective Date or the Removal Effective Date (as applicable) (1) the retiring or removed Agent shall be discharged from its duties and obligations hereunder and under the Notes (except that in the case of any collateral security held by the Agent on behalf of the Lenders hereunder, the retiring or removed Agent shall continue to hold such collateral security until such time as a successor Agent is appointed) and (2) except for any indemnity payments owed to the retiring or removed Agent, all payments, communications and determinations provided to be made by, to or through the Agent shall instead be made by or to each Lender and Issuing Bank directly, until such time, if any, as the Required Lenders or the Company appoint a successor Agent as provided for above. Upon the acceptance of a successor’s appointment as Agent hereunder, such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring or removed Agent (other than any rights to indemnity payments owed to the retiring or removed Agent), and the retiring or removed Agent shall be discharged from all of its duties and obligations hereunder or under the Notes. The fees payable by the Company Borrower to a successor Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Company Borrower and such successor. After the retiring or removed Agent’s resignation or removal hereunder and under the Noteshereunder, the provisions of this Article and Section 9.04 8.04 shall continue in effect for the benefit of such retiring or removed Agent, its sub 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 Agent was acting as Agent. (d) Any resignation pursuant to this Section by a Person acting as Agent shall, unless such Person shall notify the Company and the Lenders otherwise, also act to relieve such Person and its Affiliates of any obligation to issue new, or extend existing, Letters of Credit where such issuance or extension is to occur on or after the date that is 60 days after such Person gave notice of such resignation. Upon the acceptance of a successor’s appointment as Agent hereunder, (i) such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring Agent in its capacity (if any) as Issuing Bank, (ii) the retiring Agent in its capacity (if any) as Issuing Bank shall be discharged from all of its respective duties and obligations hereunder or under the Notes in such capacity and (iii) the successor Issuing Bank shall issue letters of credit in substitution for the Letters of Credit, if any, outstanding at the time of such succession or make other arrangement satisfactory to the retiring Issuing Bank to effectively assume the obligations of the retiring Issuing Bank with respect to such Letters of Credit; except, in each case, as may otherwise be agreed by the Company and such successor Agent if the retiring Agent is a Defaulting Lender.

Resignation of Agent. (a) The Agent may at any time and, if the Person acting as the Agent is a Defaulting Lender and the Company so requests, the Agent shall promptly, give notice of its resignation to the Lenders, the Issuing Banks and the CompanyBorrower. Upon receipt of any such notice of resignation, the Required Lenders shall have the right, with approval from the consent of the Company Borrower (so long as no Event of Default has occurred and is continuing), to appoint a successor, which shall such approval not to be a bank with an office in New York, New York, unreasonably withheld or an Affiliate of any such bank with an office in New York, New Yorkdelayed. If no such successor shall have been so appointed by the Required Lenders and shall have accepted such appointment within 30 ninety (90) days after the retiring Agent gives notice of its resignation resignation, then the Company may (if the resignation is at the request of the Company) or the retiring Agent may (but shall not be obligated to), on behalf of the Lenders and the Issuing Banks, with the consent of the Company so long as no Event of Default has occurred and is continuingLenders, appoint a successor Agent meeting the qualifications set forth above. Whether reputable bank or not financial institution as a successor has been appointed, such resignation Agent; provided that if the Agent shall become effective no earlier than three Business Days after notify the date in such notice (the “Resignation Effective Date”). (b) If the Person serving as Agent is a Defaulting Lender pursuant to clause (b) of the definition thereof, each of the Company Borrower and the Required Lenders may, to the extent permitted by applicable law, by notice in writing to such that no Person and, if such notice is given by the Required Lenders, to the Company, remove such Person as Agent and, the Required Lenders may, with the consent of the Company so long as no Event of Default has occurred and is continuing, appoint a successor. If no such successor shall have been so appointed by the Required Lenders and shall have accepted such appointment within 30 days (or such earlier day as shall be agreed by the Required Lenders) (the “Removal Effective Date”)appointment, then such removal resignation shall nonetheless become effective in accordance with such notice on the Removal Effective Date. and (c) With effect from the Resignation Effective Date or the Removal Effective Date (as applicable) (1i) the retiring or removed Agent shall be discharged from its duties and obligations hereunder and under the Notes other Loan Documents (except that in the case of any collateral security held by the Agent on behalf of itself and the Lenders under any of the Loan Documents, the retiring Agent shall continue to hold such collateral security until such time as a successor Agent is appointed) and (2ii) except for any indemnity payments owed to the retiring or removed Agent, all payments, communications and determinations provided to be made by, to or through the Agent shall instead be made by or to each Lender and Issuing Bank directly, until such time, if any, time as the Required Lenders or the Company appoint a successor Agent as provided for aboveabove in this Section 9.6. Upon the acceptance of a successor’s appointment as Agent hereunder, such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring (or removed Agent (other than any rights to indemnity payments owed to the retiring or removed retired) Agent), and the retiring or removed Agent shall be discharged from all of its duties and obligations hereunder or under the Notesother Loan Documents (if not already discharged therefrom as provided above in this Section). The fees payable by the Company Borrower to a successor Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Company Borrower and such successor. After the retiring or removed Agent’s resignation or removal hereunder and under the Notesother Loan Documents, the provisions of this Article Section 9, Section 2.10.8 [Indemnity], Section 4.7 [Taxes], Section 4.7.3 [Indemnification by the Borrower], and Section 9.04 10.3 [Reimbursement and Indemnification of Lenders by the Borrower; Taxes] shall continue in effect for the benefit of such retiring or removed Agent, its sub 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 Agent was acting as Agent. (d) Any resignation pursuant to . If PNC Bank resigns as Agent under this Section by a Person acting 9.6, PNC Bank shall also resign as Agent shall, unless such Person shall notify the Company and the Lenders otherwise, also act to relieve such Person and its Affiliates issuer of any obligation to issue new, or extend existing, Letters of Credit where such issuance or extension is to occur on or after and the date that is 60 days after such Person gave notice of such resignationSwing Loan Lender. Upon the acceptance appointment of a successor’s appointment as successor Agent hereunder, such successor shall (i) such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of PNC Bank as the retiring and Agent in its capacity (if any) as Issuing Bank, (ii) the retiring Agent in its capacity (if any) as Issuing and PNC Bank shall be discharged from all of its respective duties and obligations hereunder or as the issuer of Letters of Credit and the Swing Loan Lender and Agent under the Notes in such capacity Loan Documents, and (iiiii) the successor Issuing Bank shall issue letters of credit in substitution for the Letters of CreditCredit issued by PNC Bank, as the Agent, if any, outstanding at the time of such succession or make other arrangement satisfactory to the retiring Issuing PNC Bank to effectively assume the obligations of the retiring Issuing PNC Bank with respect to such Letters of Credit; except, in each case, as may otherwise be agreed by the Company and such successor Agent if the retiring Agent is a Defaulting Lender.

Resignation of Agent. (a) The Agent may resign at any time and, if the Person acting as the Agent is a Defaulting Lender and the Company so requests, the Agent shall promptly, give by giving 60 days prior written notice of its resignation thereof to the Revolving Credit Lenders, the Issuing Banks and the Company. Upon receipt of any such notice of resignation, the Required SuperMajority Lenders shall have the rightright to appoint a successor to such Agent (and if no Event of Default has occurred, with the consent of the Company so long as Borrowers, not to be unreasonably withheld and, in any event, deemed given by the Borrowers if no Event written objection is provided by the Borrowers to the (resigning) Agent within seven (7) Business Days after receiving notice of Default has occurred and is continuing, to appoint a successor, which shall be a bank with an office in New York, New York, or an Affiliate of any such bank with an office in New York, New Yorkproposed appointment). If no such a successor Agent shall not have been so appointed by the Required Lenders and shall have accepted such appointment within 30 days after the retiring Agent gives giving of notice of its resignation by the resigning Agent, then the Company may (if the resignation is at the request of the Company) or the retiring resigning Agent may appoint a successor Agent, which shall be a financial institution having a rating of not less than "A" or its equivalent if rated by Standard & Poor's Ratings Group (but shall not be obligated to), on behalf and if no Event of the Lenders and the Issuing BanksDefault has occurred, with the consent of the Company so long as Borrowers, not to be unreasonably withheld and, in any event, deemed given by the Borrowers if no written objection is provided by the Borrowers to the (resigning) Agent within seven (7) Business Days after receiving notice of such proposed appointment). The consent of the Borrowers otherwise required by this Section 14.10(a) shall not be required if an Event of Default has occurred and is continuing, appoint a successor Agent meeting the qualifications set forth above. Whether or not a successor has been appointed, such resignation shall become effective no earlier than three Business Days after the date in such notice (the “Resignation Effective Date”)occurred. (b) If Upon the Person serving acceptance of any appointment as Agent is hereunder by a Defaulting Lender pursuant to clause (b) of the definition thereofsuccessor Agent, each of the Company and the Required Lenders may, to the extent permitted by applicable law, by notice in writing to such Person and, if such notice is given by the Required Lenders, to the Company, remove such Person as Agent and, the Required Lenders may, with the consent of the Company so long as no Event of Default has occurred and is continuing, appoint a successor. If no such successor shall have been thereupon succeed to, and become vested with, all the rights, powers, privileges, and duties of the (resigning) Agent so appointed replaced, and the (resigning) Agent shall be discharged from the (resigning) Agent's duties and obligations hereunder, other than on account of any responsibility for any action taken or omitted to be taken by the Required Lenders and shall have accepted (resigning) Agent as to which a final judicial determination has been or is made (in a proceeding in which the (resigning) Person has had an opportunity to be heard) that such appointment within 30 days (Person had acted in a grossly negligent manner or such earlier day as shall be agreed by the Required Lenders) (the “Removal Effective Date”), then such removal shall nonetheless become effective in accordance with such notice on the Removal Effective Datebad faith. (c) With effect from the Resignation Effective Date or the Removal Effective Date (as applicable) (1) the After any retiring or removed Agent shall be discharged from its duties and obligations hereunder and under the Notes and (2) except for any indemnity payments owed to the retiring or removed Agent, all payments, communications and determinations provided to be made by, to or through the Agent shall instead be made by or to each Lender and Issuing Bank directly, until such time, if any, as the Required Lenders or the Company appoint a successor Agent as provided for above. Upon the acceptance of a successor’s appointment as Agent hereunder, such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring or removed Agent (other than any rights to indemnity payments owed to the retiring or removed Agent), and the retiring or removed Agent shall be discharged from all of its duties and obligations hereunder or under the Notes. The fees payable by the Company to a successor Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Company and such successor. After the retiring or removed Agent’s resignation or removal hereunder and under the Notes's resignation, the provisions of this Article Agreement and Section 9.04 of all other Loan Documents shall continue in effect for the retiring Person's benefit of such retiring or removed Agent, its sub agents and their respective Related Parties in respect of any actions taken or omitted to be taken by any of them it while the retiring or removed Agent it was acting as Agent. (d) Any resignation pursuant to this Section by a Person acting as Agent shall, unless such Person shall notify the Company and the Lenders otherwise, also act to relieve such Person and its Affiliates of any obligation to issue new, or extend existing, Letters of Credit where such issuance or extension is to occur on or after the date that is 60 days after such Person gave notice of such resignation. Upon the acceptance of a successor’s appointment as Agent hereunder, (i) such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring Agent in its capacity (if any) as Issuing Bank, (ii) the retiring Agent in its capacity (if any) as Issuing Bank shall be discharged from all of its respective duties and obligations hereunder or under the Notes in such capacity and (iii) the successor Issuing Bank shall issue letters of credit in substitution for the Letters of Credit, if any, outstanding at the time of such succession or make other arrangement satisfactory to the retiring Issuing Bank to effectively assume the obligations of the retiring Issuing Bank with respect to such Letters of Credit; except, in each case, as may otherwise be agreed by the Company and such successor Agent if the retiring Agent is a Defaulting Lender.

Resignation of Agent. (a) The Agent may resign at any time and, if by giving sixty (60) days (thirty (30) days after the Person acting as the Agent is a Defaulting Lender payment of all Tranche A Liabilities and the Company so requestsobligation of the Tranche A Lenders to make Revolving Credit Loans and other financial accommodations has terminated) prior written notice thereof to the Lenders (including, without limitation, the Agent shall promptly, give notice of its resignation to the Lenders, the Issuing Banks Tranche B Lender) and the CompanyLead Borrower. Upon receipt of any such notice of resignation, the Required Lenders shall have the rightMajority Lenders, with the consent of the Company so long as Tranche B Lender, shall have the right to appoint a successor Agent (provided, that no such consent of the Lead Borrower shall be requested if an Event of Default has occurred occurred, 171 and is continuingprovided, to appoint a successor, which further that such consent shall be a bank with an office in New York, New York, or an Affiliate deemed given if no written objection is received within seven (7) days of any the Lead Borrower's receipt of notice of such bank with an office in New York, New Yorksuccessor). If no such successor Agent shall have been so appointed by the Required Lenders and shall have accepted such appointment within 30 days the requisite period after the retiring Agent gives giving of notice of its resignation by the Agent, then the Company resigning Agent may appoint a successor Agent, which shall be either the Tranche B Lender or a financial institution with an office in the Northeastern United States having a combined capital and surplus in excess of $500 Million (if the resignation is at the request $500,000,000.00). The consent of the CompanyBorrowers otherwise required by this Section 15.10(a) or the retiring Agent may (but shall not be obligated to), on behalf of the Lenders and the Issuing Banks, with the consent of the Company so long as no required if an Event of Default has occurred and is continuing, appoint a successor Agent meeting the qualifications set forth above. Whether or not a successor has been appointed, such resignation shall become effective no earlier than three Business Days after the date in such notice (the “Resignation Effective Date”)occurred. (b) If Upon the Person serving acceptance of any appointment as an Agent is hereunder by a Defaulting Lender pursuant to clause (b) of the definition thereofsuccessor Agent, each of the Company and the Required Lenders may, to the extent permitted by applicable law, by notice in writing to such Person and, if such notice is given by the Required Lenders, to the Company, remove such Person as Agent and, the Required Lenders may, with the consent of the Company so long as no Event of Default has occurred and is continuing, appoint a successor. If no such successor shall have been thereupon succeed to, and become vested with, all the rights, powers, privileges, and duties of the (resigning) Agent so appointed replaced, and the (resigning) Agent shall be discharged from the (resigning) Agent's duties and obligations hereunder, other than on account of any responsibility for any action taken or omitted to be taken by the Required Lenders (resigning) Agent as to which a final judicial determination has been or is made (in a proceeding in which the (resigning) Agent has had an opportunity to be heard) that such Agent had acted in a grossly negligent manner or in bad faith or has engaged in willful misconduct. Upon the effectiveness of the resignation of an Agent and shall have accepted such the appointment within 30 days of a successor Agent the (or such earlier day resigning) Agent will, at the cost of the Borrowers, promptly assign, without recourse (except as shall be agreed by provided herein) of record its rights as named party under all UCC financing statements, mortgages and other instruments of record to the Required Lenders) (the “Removal Effective Date”), then such removal shall nonetheless become effective in accordance with such notice on the Removal Effective Datesuccessor Agent. (c) With effect from the Resignation Effective Date or the Removal Effective Date (as applicable) (1) the retiring or removed Agent shall be discharged from its duties and obligations hereunder and under the Notes and (2) except for any indemnity payments owed to the retiring or removed Agent, all payments, communications and determinations provided to be made by, to or through the Agent shall instead be made by or to each Lender and Issuing Bank directly, until such time, if any, as the Required Lenders or the Company appoint a successor Agent as provided for above. Upon the acceptance of a successor’s appointment as Agent hereunder, such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring or removed Agent (other than any rights to indemnity payments owed to the retiring or removed Agent), and the retiring or removed Agent shall be discharged from all of its duties and obligations hereunder or under the Notes. The fees payable by the Company to a successor Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Company and such successor. After the retiring or removed Agent’s resignation or removal hereunder and under the Notes's resignation, the provisions of this Article and Section 9.04 Agreement shall continue in effect for the retiring Agent's benefit of such retiring or removed Agent, its sub agents and their respective Related Parties in respect of any actions taken or omitted to be taken by any of them it while the retiring or removed Agent it was acting as Agent. (d) Any resignation pursuant to this Section by a Person acting as Agent shall, unless such Person shall notify the Company and the Lenders otherwise, also act to relieve such Person and its Affiliates of any obligation to issue new, or extend existing, Letters of Credit where such issuance or extension is to occur on or after the date that is 60 days after such Person gave notice of such resignation. Upon the acceptance of a successor’s appointment as Agent hereunder, (i) such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring Agent in its capacity (if any) as Issuing Bank, (ii) the retiring Agent in its capacity (if any) as Issuing Bank shall be discharged from all of its respective duties and obligations hereunder or under the Notes in such capacity and (iii) the successor Issuing Bank shall issue letters of credit in substitution for the Letters of Credit, if any, outstanding at the time of such succession or make other arrangement satisfactory to the retiring Issuing Bank to effectively assume the obligations of the retiring Issuing Bank with respect to such Letters of Credit; except, in each case, as may otherwise be agreed by the Company and such successor Agent if the retiring Agent is a Defaulting Lender.172

Resignation of Agent. (a) The Holdco Term Collateral Agent may resign at any time andupon thirty days’ notice by notifying the Holdco Term Financing Parties and Holdco Borrower, if the Person acting as the Agent is a Defaulting Lender and the Company so requests, Holdco Term Collateral Agent may be removed at any time by the Agent shall promptly, give Required Holdco Term Financing Parties (with a prior written notice of its resignation to the Lenders, the Issuing Banks and the CompanyHoldco Borrower). Upon receipt of any such notice of resignationresignation or removal, the Required Lenders Holdco Term Financing Parties shall notify Holdco Borrower and CTCI and shall have the right, with the consent of the Company so long as no Event of Default has occurred Holdco Borrower and is continuingCTCI (in each case, such consent not to be unreasonably withheld), to appoint a successorsuccessor Holdco Term Collateral Agent; provided that CTCI shall be deemed to have consented to any such appointment (x) unless it shall have objected thereto by written notice to the Holdco Term Loan Administrative Agent within 5 Business Days after having received notice thereof, (y) if the Holdco Term Collateral Agent is required to be replaced by a Governmental Authority or (z) if such appointment is of an Affiliate of the existing Holdco Term Collateral Agent. If no successor shall have been so appointed by the requisite Holdco Term Financing Parties and approved by Holdco Borrower and CTCI and shall have accepted such appointment within thirty (30) days after the retiring Holdco Term Collateral Agent gives notice of its resignation or after removal of the retiring Holdco Term Collateral Agent, then the retiring Agent may, on behalf of the Holdco Term Lenders, but with CTCI’s consent (provided that CTCI shall be deemed to have consented to any such appointment (x) unless it shall have objected thereto by written notice to the Holdco Term Loan Administrative Agent within 5 Business Days after having received notice thereof, (y) if the Holdco Term Collateral Agent is required to be replaced by a Governmental Authority or (z) if such appointment is of an Affiliate of the existing Holdco Term Collateral Agent), appoint a successor Holdco Term Collateral Agent by providing notice to CTCI, which shall be a bank Holdco Term Financing Party with an office in New York, New York, or an Affiliate of any such bank a Holdco Term Financing Party or a financial institution with an office in New York, New York. If no such successor shall have been so appointed by the Required Lenders York having a combined capital and shall have accepted such appointment within 30 days after the retiring Agent gives notice of its resignation then the Company may (if the resignation surplus that is at the request of the Company) or the retiring Agent may (but shall not be obligated to), on behalf of the Lenders and the Issuing Banks, with the consent of the Company so long as no Event of Default has occurred and is continuing, appoint a successor Agent meeting the qualifications set forth above. Whether or not a successor has been appointed, such resignation shall become effective no earlier less than three Business Days after the date in such notice (the “Resignation Effective Date”). (b) If the Person serving as Agent is a Defaulting Lender pursuant to clause (b) of the definition thereof, each of the Company and the Required Lenders may, to the extent permitted by applicable law, by notice in writing to such Person and, if such notice is given by the Required Lenders, to the Company, remove such Person as Agent and, the Required Lenders may, with the consent of the Company so long as no Event of Default has occurred and is continuing, appoint a successor. If no such successor shall have been so appointed by the Required Lenders and shall have accepted such appointment within 30 days (or such earlier day as shall be agreed by the Required Lenders) (the “Removal Effective Date”), then such removal shall nonetheless become effective in accordance with such notice on the Removal Effective Date. (c) With effect from the Resignation Effective Date or the Removal Effective Date (as applicable) (1) the retiring or removed Agent shall be discharged from its duties and obligations hereunder and under the Notes and (2) except for any indemnity payments owed to the retiring or removed Agent, all payments, communications and determinations provided to be made by, to or through the Agent shall instead be made by or to each Lender and Issuing Bank directly, until such time, if any, as the Required Lenders or the Company appoint a successor Agent as provided for above$250,000,000. Upon the acceptance of its appointment as Holdco Term Collateral Agent hereunder by a successor’s appointment as Agent hereunder, such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring (or removed retired) Agent (other than any rights to indemnity payments owed to the retiring or removed Agent), and the retiring or removed Agent shall be discharged from all of its duties and obligations hereunder or under the Notes(if not already discharged therefrom as provided above in this Section 8.06). The fees payable by the Company Holdco Borrower to a successor Holdco Term Collateral Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Company Holdco Borrower and such successor. After the retiring or removed Holdco Term Collateral Agent’s resignation or removal hereunder and under the Noteshereunder, the provisions of this Article VIII and Section 9.04 10.03 shall continue in effect for the its benefit of such retiring or removed Agent, its sub agents and their respective Related Parties in respect of any actions taken or omitted to be taken by any of them it while the retiring or removed Agent it was acting as Agent. (d) Any resignation pursuant to this Section by a Person acting as Agent shall, unless such Person shall notify the Company and the Lenders otherwise, also act to relieve such Person and its Affiliates of any obligation to issue new, or extend existing, Letters of Credit where such issuance or extension is to occur on or after the date that is 60 days after such Person gave notice of such resignation. Upon the acceptance of a successor’s appointment as Agent hereunder, (i) such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring Agent in its capacity (if any) as Issuing Bank, (ii) the retiring Agent in its capacity (if any) as Issuing Bank shall be discharged from all of its respective duties and obligations hereunder or under the Notes in such capacity and (iii) the successor Issuing Bank shall issue letters of credit in substitution for the Letters of Credit, if any, outstanding at the time of such succession or make other arrangement satisfactory to the retiring Issuing Bank to effectively assume the obligations of the retiring Issuing Bank with respect to such Letters of Credit; except, in each case, as may otherwise be agreed by the Company and such successor Agent if the retiring Agent is a Defaulting Lender.

Resignation of Agent. (a) 10.6.1 The Agent may at any time and, if the Person acting as the Agent is a Defaulting Lender and the Company so requests, the Agent shall promptly, give not less than 45 days’ prior written notice of its resignation to the Lenders, the Issuing Banks LC Issuers and the CompanyBorrower. Upon receipt of any such notice of resignation, the Required Lenders shall have the right, in consultation with the consent of the Company Borrower (and so long as no Event of Default has shall have occurred and be continuing, subject to the approval of the Borrower, such approval not to be unreasonably withheld or delayed (it being understood and agreed that if such proposed successor Agent is continuingunwilling or unable to be appointed as the successor Swing Line Lender or LC Issuer, as applicable, it shall not be unreasonable for the Borrower to withhold its consent)), to appoint a successorsuccessor from among the Lenders, which shall be a bank with an office in New York, New Yorkthe United States having capital and retained earnings of at least $100,000,000, or an Affiliate of any such bank with an office in New York, New Yorkthe United States. If no such successor shall have been so appointed by the Required Lenders and shall have accepted such appointment within 30 days after the retiring Agent gives notice of its resignation resignation, then the Company may (if the resignation is at the request of the Company) or the retiring Agent may (but shall not be obligated to), on behalf of the Lenders and the Issuing Banks, with the consent of the Company so long as no Event of Default has occurred and is continuingLC Issuers, appoint a successor Agent meeting the qualifications set forth above. Whether or not a successor has been appointed, such resignation above provided that if the Agent shall become effective no earlier than three Business Days after notify the date in such notice (the “Resignation Effective Date”). (b) If the Person serving as Agent is a Defaulting Lender pursuant to clause (b) of the definition thereof, each of the Company Borrower and the Required Lenders may, to the extent permitted by applicable law, by notice in writing to such that no qualifying Person and, if such notice is given by the Required Lenders, to the Company, remove such Person as Agent and, the Required Lenders may, with the consent of the Company so long as no Event of Default has occurred and is continuing, appoint a successor. If no such successor shall have been so appointed by the Required Lenders and shall have accepted such appointment within 30 days (or such earlier day as shall be agreed by the Required Lenders) (the “Removal Effective Date”)appointment, then such removal resignation shall nonetheless become effective in accordance with such notice on the Removal Effective Date. (c) With effect from the Resignation Effective Date or the Removal Effective Date (as applicable) and (1) the retiring or removed Agent shall be discharged from its duties and obligations hereunder and under the Notes other Loan Documents and (2) except for any indemnity payments owed to the retiring or removed Agent, all payments, communications and determinations provided to be made by, to or through the Agent shall instead be made by or to each Lender and Issuing Bank directly, until such time, if any, as the Required Lenders or the Company appoint a successor Agent as provided for above. Upon the acceptance of a successor’s appointment as Agent hereunder, such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring or removed Agent (other than any rights to indemnity payments owed to the retiring or removed Agent), and the retiring or removed Agent shall be discharged from all of its duties and obligations hereunder or under the Notes. The fees payable by the Company to a successor Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Company and such successor. After the retiring or removed Agent’s resignation or removal hereunder and under the Notes, the provisions of this Article and Section 9.04 shall continue in effect for the benefit of such retiring or removed 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 Agent was acting as Agent. (d) Any resignation pursuant to this Section by a Person acting as Agent shall, unless such Person shall notify the Company and the Lenders otherwise, also act to relieve such Person and its Affiliates of any obligation to issue new, or extend existing, Letters of Credit where such issuance or extension is to occur on or after the date that is 60 days after such Person gave notice of such resignation. Upon the acceptance of a successor’s appointment as Agent hereunder, (i) such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring Agent in its capacity (if any) as Issuing Bank, (ii) the retiring Agent in its capacity (if any) as Issuing Bank shall be discharged from all of its respective duties and obligations hereunder or under the Notes in such capacity and (iii) the successor Issuing Bank shall issue letters of credit in substitution for the Letters of Credit, if any, outstanding at the time of such succession or make other arrangement satisfactory to the retiring Issuing Bank to effectively assume the obligations of the retiring Issuing Bank with respect to such Letters of Credit; except, in each case, as may otherwise be agreed by the Company and such successor Agent if the retiring Agent is a Defaulting Lender.

Resignation of Agent. (a) The Agent may resign at any time and, if the Person acting as the Agent is a Defaulting Lender and the Company so requests, the Agent shall promptly, give by giving 60 days prior written notice of its resignation thereof to the Revolving Credit Lenders, the Issuing Banks and the Company. Upon receipt of any such notice of resignation, the Required SuperMajority Lenders shall have the rightright to appoint a successor to such Agent (and if no Event of Default has occurred, with the consent of the Company so long as Lead Borrower, not to be unreasonably withheld and, in any event, deemed given by the Lead Borrower if no Event written objection is provided by the Lead Borrower to the (resigning) Agent within seven (7) Business Days notice of Default has occurred and is continuing, to appoint a successor, which shall be a bank with an office in New York, New York, or an Affiliate of any such bank with an office in New York, New Yorkproposed appointment). If no such a successor Agent shall not have been so appointed by the Required Lenders and shall have accepted such appointment within 30 days after the retiring Agent gives giving of notice of its resignation by the resigning Agent, then the Company resigning Agent may (if the resignation is at the request appoint a successor Agent, which shall be a financial institution having a combined capital and surplus in excess of $100,000,000. The consent of the CompanyLead Borrower otherwise required by this Section 14.10(a) or the retiring Agent may (but shall not be obligated to), on behalf of the Lenders and the Issuing Banks, with the consent of the Company so long as no required if an Event of Default has occurred and is continuing, appoint a successor Agent meeting the qualifications set forth above. Whether or not a successor has been appointed, such resignation shall become effective no earlier than three Business Days after the date in such notice (the “Resignation Effective Date”)occurred. (b) If Upon the Person serving acceptance of any appointment as Agent is hereunder by a Defaulting Lender pursuant to clause (b) of the definition thereofsuccessor Agent, each of the Company and the Required Lenders may, to the extent permitted by applicable law, by notice in writing to such Person and, if such notice is given by the Required Lenders, to the Company, remove such Person as Agent and, the Required Lenders may, with the consent of the Company so long as no Event of Default has occurred and is continuing, appoint a successor. If no such successor shall have been thereupon succeed to, and become vested with, all the rights, powers, privileges, and duties of the (resigning) Agent so appointed replaced, and the (resigning) Agent shall be discharged from the (resigning) Agent's duties and obligations hereunder, other than on account of any responsibility for any action taken or omitted to be taken by the Required Lenders and shall have accepted (resigning) Agent as to which a final judicial determination has been or is made (in a proceeding in which the (resigning) Person has had an opportunity to be heard) that such appointment within 30 days (Person had acted in a grossly negligent manner or such earlier day as shall be agreed by the Required Lenders) (the “Removal Effective Date”), then such removal shall nonetheless become effective in accordance with such notice on the Removal Effective Datebad faith. (c) With effect from the Resignation Effective Date or the Removal Effective Date (as applicable) (1) the After any retiring or removed Agent shall be discharged from its duties and obligations hereunder and under the Notes and (2) except for any indemnity payments owed to the retiring or removed Agent, all payments, communications and determinations provided to be made by, to or through the Agent shall instead be made by or to each Lender and Issuing Bank directly, until such time, if any, as the Required Lenders or the Company appoint a successor Agent as provided for above. Upon the acceptance of a successor’s appointment as Agent hereunder, such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring or removed Agent (other than any rights to indemnity payments owed to the retiring or removed Agent), and the retiring or removed Agent shall be discharged from all of its duties and obligations hereunder or under the Notes. The fees payable by the Company to a successor Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Company and such successor. After the retiring or removed Agent’s resignation or removal hereunder and under the Notes's resignation, the provisions of this Article Agreement and Section 9.04 of all other Loan Documents shall continue in effect for the retiring Person's benefit of such retiring or removed Agent, its sub agents and their respective Related Parties in respect of any actions taken or omitted to be taken by any of them it while the retiring or removed Agent it was acting as Agent. (d) Any resignation pursuant to this Section by a Person acting as Agent shall, unless such Person shall notify the Company and the Lenders otherwise, also act to relieve such Person and its Affiliates of any obligation to issue new, or extend existing, Letters of Credit where such issuance or extension is to occur on or after the date that is 60 days after such Person gave notice of such resignation. Upon the acceptance of a successor’s appointment as Agent hereunder, (i) such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring Agent in its capacity (if any) as Issuing Bank, (ii) the retiring Agent in its capacity (if any) as Issuing Bank shall be discharged from all of its respective duties and obligations hereunder or under the Notes in such capacity and (iii) the successor Issuing Bank shall issue letters of credit in substitution for the Letters of Credit, if any, outstanding at the time of such succession or make other arrangement satisfactory to the retiring Issuing Bank to effectively assume the obligations of the retiring Issuing Bank with respect to such Letters of Credit; except, in each case, as may otherwise be agreed by the Company and such successor Agent if the retiring Agent is a Defaulting Lender.

Resignation of Agent. (a) The An Agent may resign at any time and, if the Person acting as the Agent is a Defaulting Lender and the Company so requests, the Agent shall promptly, give by giving 60 days prior written notice of its resignation thereof to the Lenders, Lenders and to the Issuing Banks and the Companyother Agent. Upon receipt of any such notice of resignation, the Required SuperMajority Lenders and the Tranche B Lender shall have the rightright to appoint a successor to such Agent (and if no Event of Default has occurred, with the consent of the Company so long as Borrowers’ Representative, not to be unreasonably withheld and, in any event, deemed given by the Borrowers’ Representative if no Event written objection is provided by the Borrowers’ Representative to the (resigning) Agent within seven (7) Business Days notice of Default has occurred and is continuing, to appoint a successor, which shall be a bank with an office in New York, New York, or an Affiliate of any such bank with an office in New York, New Yorkproposed appointment). If no such a successor Agent shall not have been so appointed by the Required Lenders and shall have accepted such appointment within 30 days after the retiring Agent gives giving of notice of its resignation by the resigning Agent, then the Company resigning Agent may appoint a successor Agent, which shall be a financial institution having a combined capital and surplus in excess of $500,000,000.00 (if unless, after a BuyOut such Agent shall be the resignation is at Tranche B Lender in which case the request foregoing capital and surplus requirement shall not apply). The consent of the CompanyBorrowers’ Representative otherwise required by this Section 15.10(a) or the retiring Agent may (but shall not be obligated to), on behalf of the Lenders and the Issuing Banks, with the consent of the Company so long as no required if an Event of Default has occurred and is continuing, appoint a successor Agent meeting the qualifications set forth above. Whether or not a successor has been appointed, such resignation shall become effective no earlier than three Business Days after the date in such notice (the “Resignation Effective Date”)occurred. (b) If Upon the Person serving acceptance of any appointment as an Agent is hereunder by a Defaulting Lender pursuant to clause (b) of the definition thereofsuccessor Agent, each of the Company and the Required Lenders may, to the extent permitted by applicable law, by notice in writing to such Person and, if such notice is given by the Required Lenders, to the Company, remove such Person as Agent and, the Required Lenders may, with the consent of the Company so long as no Event of Default has occurred and is continuing, appoint a successor. If no such successor shall have been thereupon succeed to, and become vested with, all the rights, powers, privileges, and duties of the (resigning) Agent so appointed replaced, and the (resigning) Agent shall be discharged from the (resigning) Agent’s duties and obligations hereunder, other than on account of any responsibility for any action taken or omitted to be taken by the Required Lenders and shall have accepted (resigning) Agent as to which a final judicial determination has been or is made (in a proceeding in which the (resigning) Person has had an opportunity to be heard) that such appointment within 30 days (Person had acted in a grossly negligent manner or such earlier day as shall be agreed by the Required Lenders) (the “Removal Effective Date”), then such removal shall nonetheless become effective in accordance with such notice on the Removal Effective Datebad faith. (c) With effect from the Resignation Effective Date or the Removal Effective Date (as applicable) (1) the After any retiring or removed Agent shall be discharged from its duties and obligations hereunder and under the Notes and (2) except for any indemnity payments owed to the retiring or removed Agent, all payments, communications and determinations provided to be made by, to or through the Agent shall instead be made by or to each Lender and Issuing Bank directly, until such time, if any, as the Required Lenders or the Company appoint a successor Agent as provided for above. Upon the acceptance of a successor’s appointment as Agent hereunder, such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring or removed Agent (other than any rights to indemnity payments owed to the retiring or removed Agent), and the retiring or removed Agent shall be discharged from all of its duties and obligations hereunder or under the Notes. The fees payable by the Company to a successor Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Company and such successor. After the retiring or removed Agent’s resignation or removal hereunder and under the Notesresignation, the provisions of this Article Agreement and Section 9.04 of all other Loan Documents shall continue in effect for the retiring Person’s benefit of such retiring or removed Agent, its sub agents and their respective Related Parties in respect of any actions taken or omitted to be taken by any of them it while the retiring or removed Agent it was acting as an Agent. (d) Any resignation pursuant to this Section by a Person acting as Agent shall, unless such Person shall notify the Company and the Lenders otherwise, also act to relieve such Person and its Affiliates of any obligation to issue new, or extend existing, Letters of Credit where such issuance or extension is to occur on or after the date that is 60 days after such Person gave notice of such resignation. Upon the acceptance of a successor’s appointment as Agent hereunder, (i) such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring Agent in its capacity (if any) as Issuing Bank, (ii) the retiring Agent in its capacity (if any) as Issuing Bank shall be discharged from all of its respective duties and obligations hereunder or under the Notes in such capacity and (iii) the successor Issuing Bank shall issue letters of credit in substitution for the Letters of Credit, if any, outstanding at the time of such succession or make other arrangement satisfactory to the retiring Issuing Bank to effectively assume the obligations of the retiring Issuing Bank with respect to such Letters of Credit; except, in each case, as may otherwise be agreed by the Company and such successor Agent if the retiring Agent is a Defaulting Lender.

Resignation of Agent. (a) The Agent may at any time and, if the Person acting as the Agent is a Defaulting Lender and the Company so requests, the Agent shall promptly, give notice of its resignation to the Lenders, the Issuing Banks and the Company. Upon receipt of any such notice of resignation, the Required Lenders shall have the right, with the consent of the Company so long as no Event of Default has occurred and is continuing, to appoint a successor, which shall be a bank with an office in New York, New York, or an Affiliate of any such bank with an office in New York, New York. If no such successor shall have been so appointed by the Required Lenders and shall have accepted such appointment within 30 days after the retiring Agent gives notice of its resignation then the Company may (if the resignation is at the request of the Company) or the retiring Agent may (but shall not be obligated to), on behalf of the Lenders and the Issuing Banks, with the consent of the Company so long as no Event of Default has occurred and is continuing, appoint a successor Agent meeting the qualifications set forth above. Whether or not a successor has been appointed, such resignation shall become effective no earlier than three Business Days after the date in such notice (the “Resignation Effective Date”). (b) If the Person serving as Agent is a Defaulting Lender pursuant to clause (b) of the definition thereof, each of the Company and the Required Lenders may, to the extent permitted by applicable law, by notice in writing to such Person and, if such notice is given by the Required Lenders, to the Company, remove such Person as Agent and, the Required Lenders may, with the consent of the Company so long as no Event of Default has occurred and is continuing, appoint a successor. If no such successor shall have been so appointed by the Required Lenders and shall have accepted such appointment within 30 days (or such earlier day as shall be agreed by the Required Lenders) (the “Removal Effective Date”), then such removal shall nonetheless become effective in accordance with such notice on the Removal Effective Date. (c) With effect from the Resignation Effective Date or the Removal Effective Date (as applicable) (1) the retiring or removed Agent shall be discharged from its duties and obligations hereunder and under the Notes and (2) except for any indemnity payments owed to the retiring or removed Agent, all payments, communications and determinations provided to be made by, to or through the Agent shall instead be made by or to each Lender and Issuing Bank directly, until such time, if any, as the Required Lenders or the Company appoint a successor Agent as provided for above. Upon the acceptance of a successor’s appointment as Agent hereunder, such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring or removed Agent (other than any rights to indemnity payments owed to the retiring or removed Agent), and the retiring or removed Agent shall be discharged from all of its duties and obligations hereunder or under the Notes. The fees payable by the Company to a successor Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Company and such successor. After the retiring or removed Agent’s resignation or removal hereunder and under the Notes, the provisions of this Article and Section 9.04 shall continue in effect for the benefit of such retiring or removed 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 Agent was acting as Agent. (d) Any resignation pursuant to this Section by a Person acting as Agent shall, unless such Person shall notify the Company and the Lenders otherwise, also act to relieve such Person and its Affiliates of any obligation to issue new, or extend existing, Letters of Credit where such issuance or extension is to occur on or after the date that is 60 days after such Person gave notice of such resignation. Upon the acceptance of a successor’s appointment as Agent hereunder▇▇▇▇▇▇▇▇▇, (i) such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring Agent in its capacity (if any) as Issuing Bank, (ii) the retiring Agent in its capacity (if any) as Issuing Bank shall be discharged from all of its respective duties and obligations hereunder or under the Notes in such capacity and (iii) the successor Issuing ▇▇▇▇▇▇▇ Bank shall issue letters of credit in substitution for the Letters of Credit, if any, outstanding at the time of such succession or make other arrangement satisfactory to the retiring Issuing Bank to effectively assume the obligations of the retiring Issuing Bank with respect to such Letters of Credit; except, in each case, as may otherwise be agreed by the Company and such successor Agent if the retiring Agent is a Defaulting Lender.

Resignation of Agent. (a) The Agent may at any time and, if the Person acting as the Agent is a Defaulting Lender and the Company so requests, the Agent shall promptly, give notice of its resignation to the Lenders, the Issuing Banks Lenders and the CompanyBorrower. Upon receipt of any such notice of resignation, the Required Lenders shall have the right, with the consent of the Company so long as no Borrower (which consent shall not be unreasonably withheld or delayed and which consent shall not be required during the existence of an Event of Default has occurred and is continuingDefault), to appoint a successor, which shall be a bank with an office in New York, New Yorkthe United States, or an Affiliate of any such bank with an office in New York, New Yorkthe United States. If no such successor shall have been so appointed by the Required Lenders L▇▇▇▇▇▇ and consented to by the Borrower (such consent not to be unreasonably withheld or delayed) and shall have accepted such appointment within 30 days after the retiring Agent gives notice of its resignation then the Company may (if the resignation is at the request of the Company) or the retiring Agent may (but shall not be obligated to), on behalf of the Lenders and the Issuing Banks, with the consent of the Company so long as no Event of Default has occurred and is continuing, appoint a successor Agent meeting the qualifications set forth above. Whether or not a successor has been appointed, such resignation shall become effective no earlier than three Business Days after the date in such notice (the “Resignation Effective Date”). (b) If the Person serving as Agent is a Defaulting Lender pursuant to clause (b) of the definition thereof, each of the Company and the Required Lenders may, to the extent permitted by applicable law, by notice in writing to such Person and, if such notice is given by the Required Lenders, to the Company, remove such Person as Agent and, the Required Lenders may, with the consent of the Company so long as no Event of Default has occurred and is continuing, appoint a successor. If no such successor shall have been so appointed by the Required Lenders and shall have accepted such appointment within 30 days (or such earlier day as shall be agreed by the Required LendersLenders with the consent of the Borrower (such consent not to be unreasonably withheld or delayed)) (the “Removal Resignation Effective Date”), then the retiring Agent may (but shall not be obligated to) on behalf of the Lenders, appoint a successor Agent meeting the qualifications set forth above; provided, that, if the Agent shall notify the Borrower and the Lenders that no qualifying Person has accepted such removal appointment, then such resignation shall nonetheless become effective in accordance with such notice on the Removal Resignation Effective Date. (c) . With effect from the Resignation Effective Date or the Removal Effective Date Date, (as applicable) (1i) the retiring or removed Agent shall be discharged from its duties and obligations hereunder and under the Notes other Loan Documents, and (2ii) except for any indemnity payments or other amounts then owed to the retiring or removed Agent, all payments, communications and determinations provided to be made by, to or through the Agent shall instead be made by or to each Lender and Issuing Bank directly, until such time, if any, time as the Required Lenders or the Company appoint a successor Agent as provided for aboveabove in this Section 10.06. Upon the acceptance of a successor’s appointment as Agent hereunder, such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring (or removed retired) Agent (other than as provided in Section 4.01(h) and other than any rights to indemnity payments or other amounts owed to the retiring (or removed Agentretired) Agent as of the Resignation Effective Date), and the retiring or removed Agent shall be discharged from all of its duties and obligations hereunder or under the Notesother Loan Documents (if not already discharged therefrom as provided above in this Section 10.06). The fees payable by the Company Borrower to a successor Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Company Borrower and such successor. After the retiring or removed Agent’s resignation or removal hereunder and under the Notesother Loan Documents, the provisions of this Article X and Section 9.04 11.04 shall continue in effect for the benefit of such retiring or removed Agent, its sub agents and their respective Related Parties in respect of any actions taken or omitted to be taken by any of them (A) while the retiring or removed Agent was acting as Agent. , and (dB) Any resignation pursuant to this Section by a Person acting as Agent shall, unless such Person shall notify the Company and the Lenders otherwise, also act to relieve such Person and its Affiliates of any obligation to issue new, or extend existing, Letters of Credit where such issuance or extension is to occur on or after the date that is 60 days after such Person gave notice resignation for as long as any of such resignation. Upon the acceptance of a successor’s appointment as Agent hereunder, (i) such successor shall succeed them continues to and become vested with all of the rights, powers, privileges and duties of the retiring Agent act in its any capacity (if any) as Issuing Bank, (ii) the retiring Agent in its capacity (if any) as Issuing Bank shall be discharged from all of its respective duties and obligations hereunder or under the Notes other Loan Documents, including in such capacity and (iii) respect of any actions taken in connection with transferring the agency to any successor Issuing Bank shall issue letters of credit in substitution for the Letters of Credit, if any, outstanding at the time of such succession or make other arrangement satisfactory to the retiring Issuing Bank to effectively assume the obligations of the retiring Issuing Bank with respect to such Letters of Credit; except, in each case, as may otherwise be agreed by the Company and such successor Agent if the retiring Agent is a Defaulting LenderAgent.

Resignation of Agent. (a) The Agent may ▇▇▇ resign at any time and, if the Person acting as the Agent is a Defaulting Lender and the Company so requests, the Agent shall promptly, give by delivering notice of its such resignation to the LendersLenders and ▇▇▇▇▇▇▇▇, effective on the Issuing Banks and date set forth in such notice or, if no such date is set forth therein, upon the Companydate such notice shall be effective. Upon receipt of If Agent delivers any such notice of resignationnotice, the Required Lenders shall have the right, with the consent of the Company so long as no Event of Default has occurred and is continuing, right to appoint a successorsuccessor Agent. If, which shall be a bank with an office in New York, New York, or an Affiliate of any such bank with an office in New York, New York. If no such successor shall have been so appointed by the Required Lenders and shall have accepted such appointment within 30 forty-five (45) days after the retiring Agent gives having given notice of its resignation resignation, no successor Agent has been appointed by the Required ▇▇▇▇▇▇▇ that has accepted such appointment, then the Company may (if the resignation is at the request of the Company) or the retiring Agent may (but shall not be obligated to)may, on behalf of the Lenders and the Issuing Banks, with the consent of the Company so long as no Event of Default has occurred and is continuingLenders, appoint a successor Agent meeting from among the qualifications set forth aboveLenders. Whether or Each appointment under this clause (a) shall be subject to the prior consent of Borrower, which may not be unreasonably withheld but shall not be required during the continuance of a successor has been appointed, such resignation shall become effective no earlier than three Business Days after the date in such notice (the “Resignation Effective Date”)Default. (b) If the Person serving as Agent is a Defaulting Lender pursuant to clause Effective immediately upon its resignation, (b) of the definition thereof, each of the Company and the Required Lenders may, to the extent permitted by applicable law, by notice in writing to such Person and, if such notice is given by the Required Lenders, to the Company, remove such Person as Agent and, the Required Lenders may, with the consent of the Company so long as no Event of Default has occurred and is continuing, appoint a successor. If no such successor shall have been so appointed by the Required Lenders and shall have accepted such appointment within 30 days (or such earlier day as shall be agreed by the Required Lenders) (the “Removal Effective Date”), then such removal shall nonetheless become effective in accordance with such notice on the Removal Effective Date. (c) With effect from the Resignation Effective Date or the Removal Effective Date (as applicable) (1i) the retiring or removed Agent shall be discharged from its duties and obligations hereunder and under the Notes Loan Documents, (ii) the Lenders shall assume and (2) except for any indemnity payments owed to the retiring or removed Agent, all payments, communications and determinations provided to be made by, to or through the Agent shall instead be made by or to each Lender and Issuing Bank directly, until such time, if any, as the Required Lenders or the Company appoint a successor Agent as provided for above. Upon the acceptance of a successor’s appointment as Agent hereunder, such successor shall succeed to and become vested with perform all of the rights, powers, privileges and duties of the retiring or removed Agent (other than any rights to indemnity payments owed to the retiring or removed Agent), and the retiring or removed Agent shall be discharged from all of its duties and obligations hereunder or under the Notes. The fees payable by the Company to until a successor Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Company and such successor. After have accepted a valid appointment hereunder, (iii) the retiring or removed Agent’s resignation or removal hereunder Agent and under the Notes, the provisions of this Article and Section 9.04 its Related Persons shall continue in effect for no longer have the benefit of such retiring or removed Agent, its sub agents and their respective Related Parties in any provision of any Loan Document other than with respect of to any actions taken or omitted to be taken by any of them while the such retiring Agent was, or removed because such Agent was acting as Agent. (d) Any resignation pursuant to this Section by a Person had been, validly acting as Agent shallunder the Loan Documents and (iv) subject to its rights under Section 9.3, unless the retiring Agent shall take such Person shall notify action as may be reasonably necessary to assign to the Company and successor Agent its rights as Agent under the Lenders otherwise, also act to relieve such Person and Loan Documents. Effective immediately upon its Affiliates of any obligation to issue new, or extend existing, Letters of Credit where such issuance or extension is to occur on or after the date that is 60 days after such Person gave notice of such resignation. Upon the acceptance of a successor’s valid appointment as Agent, a successor Agent hereunder, (i) such successor shall succeed to to, and become vested with with, all of the rights, powers, privileges and duties of the retiring Agent in its capacity (if any) as Issuing Bank, (ii) the retiring Agent in its capacity (if any) as Issuing Bank shall be discharged from all of its respective duties and obligations hereunder or under the Notes in such capacity and (iii) the successor Issuing Bank shall issue letters of credit in substitution for the Letters of Credit, if any, outstanding at the time of such succession or make other arrangement satisfactory to the retiring Issuing Bank to effectively assume the obligations of the retiring Issuing Bank with respect to such Letters of Credit; except, in each case, as may otherwise be agreed by the Company and such successor Agent if the retiring Agent is a Defaulting LenderLoan Documents.

Resignation of Agent. (a) The An Agent may at any time and, if the Person acting as the Agent is a Defaulting Lender and the Company so requests, the Agent shall promptly, give notice of its resignation to the Lenders, the Issuing Banks ▇▇▇▇▇▇▇ and the Company▇▇▇▇▇▇▇▇. Upon receipt of any such notice of resignation, the Required Lenders shall have the right, in consultation with the consent of the Company so long as no Borrower (unless an Event of Default has shall have occurred and is continuingbe continuing (and not have been cured or waived), in which case no such consultation shall be required), to appoint a successor, which shall be a bank with an office in New York, New York, or an Affiliate of any such bank with an office in New York, New York. If no such successor shall have been so appointed by the Required Lenders ▇▇▇▇▇▇▇ and shall have accepted such appointment within 30 thirty (30) days after the retiring Agent gives notice of its resignation (such 30-day period, the “Lender Appointment Period”), then the Company may (if the resignation is at the request of the Company) or the retiring Agent may (but shall not be obligated to), on behalf of the Lenders and the Issuing Banks, with the consent of the Company so long as no Event of Default has occurred and is continuing, appoint a successor Agent meeting the qualifications set forth above. Whether or not In addition and without any obligation on the part of the retiring Agent to appoint, on behalf of the Lenders, a successor Agent, the retiring Agent may at any time upon or after the end of the Lender Appointment Period notify ▇▇▇▇▇▇▇▇ and ▇▇▇▇▇▇▇ that no qualifying Person has been appointed, accepted appointment as successor Agent and of the effective date of such retiring Agent’s resignation which effective date shall become effective be no earlier than three (3) Business Days after the date of such notice. Upon the resignation effective date established in such notice (the “Resignation Effective Date”). (b) If the Person serving as and regardless of whether a successor Agent is a Defaulting Lender pursuant to clause (b) of the definition thereof, each of the Company has been appointed and the Required Lenders may, to the extent permitted by applicable law, by notice in writing to accepted such Person and, if such notice is given by the Required Lenders, to the Company, remove such Person as Agent andappointment, the Required Lenders may, with the consent of the Company so long as no Event of Default has occurred and is continuing, appoint a successor. If no such successor shall have been so appointed by the Required Lenders and shall have accepted such appointment within 30 days (or such earlier day as shall be agreed by the Required Lenders) (the “Removal Effective Date”), then such removal retiring Agent’s resignation shall nonetheless become effective in accordance with such notice on the Removal Effective Date. and (c) With effect from the Resignation Effective Date or the Removal Effective Date (as applicable) (1i) the retiring or removed Agent shall be discharged from its duties and obligations as an Agent hereunder and under the Notes other Margin Loan Documentation but shall not be relieved of any of its obligations as a Lender and (2ii) except for any indemnity payments owed to the retiring or removed Agent, all payments, communications and determinations provided to be made by, to or through the such Agent shall instead be made by or to each Lender and Issuing Bank directly, until such time, if any, time as the Required Lenders or the Company ▇▇▇▇▇▇▇ appoint a successor Agent as provided for aboveabove in this paragraph. The successor shall be consented to by Borrower at all times other than during the existence of an Event of Default that has not been cured or waived (which consent of Borrower shall not be unreasonably withheld or delayed). Upon the acceptance of a successor’s appointment as an Agent hereunder, such successor shall succeed to and become vested with all of the rights, powers, privileges and duties as an Agent of the retiring (or removed Agent (other than any rights to indemnity payments owed to the retiring or removed retired) Agent), and the retiring or removed Agent shall be discharged from all of its duties and obligations as an Agent hereunder or and/or under the Notesother Margin Loan Documentation but shall not be relieved of any of its obligations as a Lender (if not already discharged therefrom as provided above in this Section 8.07). The fees payable by the Company Borrower to a successor Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Company Borrower and such successor. After the retiring or removed Agent’s resignation or removal hereunder and under the Notesother Margin Loan Documentation, the provisions of this Article and Section 9.04 8 shall continue in effect for the benefit of such retiring or removed Agent, its sub 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 Agent was acting as an Agent. (d) Any resignation pursuant . Notwithstanding anything herein to this Section by the contrary, if at any time any Agent ceases to be a Person acting Lender hereunder, such Agent shall be deemed to have provided its notice of resignation, which notice shall be automatically effective as Agent shall, unless such Person shall notify the Company and the Lenders otherwise, also act to relieve such Person and its Affiliates of any obligation to issue new, or extend existing, Letters of Credit where such issuance or extension is to occur on or after the date that is 60 days after such Person gave notice of such resignation. Upon the acceptance of Agent ceased to be a successor’s appointment as Agent Lender hereunder, (i) such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring Agent in its capacity (if any) as Issuing Bank, (ii) the retiring Agent in its capacity (if any) as Issuing Bank shall be discharged from all of its respective duties and obligations hereunder or under the Notes in such capacity and (iii) the successor Issuing Bank shall issue letters of credit in substitution for the Letters of Credit, if any, outstanding at the time of such succession or make other arrangement satisfactory to the retiring Issuing Bank to effectively assume the obligations of the retiring Issuing Bank with respect to such Letters of Credit; except, in each case, as may otherwise be agreed by the Company and such successor Agent if the retiring Agent is a Defaulting Lender.

Resignation of Agent. (a) The Agent may at any time and, if the Person acting as the Agent is a Defaulting Lender and the Company Borrower so requests, the Agent shall promptly, give notice of its resignation to the Lenders, the Issuing Banks Lenders and the CompanyBorrower. Upon receipt of any such notice of resignation, the Required Lenders shall have the right, with the consent of the Company Borrower so long as no Event of Default has occurred and is continuing, to appoint a successor, which shall be a bank with an office in New York, New York, or an Affiliate of any such bank with an office in New York, New York. If no such successor shall have been so appointed by the Required Lenders and shall have accepted such appointment within 30 days after the retiring Agent gives notice of its resignation then the Company Borrower may (if the resignation is at the request of the CompanyBorrower) or the retiring Agent may (but shall not be obligated to), on behalf of the Lenders and the Issuing BanksLenders, with the consent of the Company Borrower so long as no Event of Default has occurred and is continuing, appoint a successor Agent meeting the qualifications set forth above. Whether or not a successor has been appointed, such resignation shall become effective no earlier than three Business Days after the date in such notice (the “Resignation Effective Date”). (b) If the Person serving as Agent is a Defaulting Lender pursuant to clause (b) of the definition thereof, each of the Company Borrower and the Required Lenders may, to the extent permitted by applicable law, by notice in writing to such Person and, if such notice is given by the Required Lenders, to the CompanyBorrower, remove such Person as Agent and, the Required Lenders may, with the consent of the Company Borrower so long as no Event of Default has occurred and is continuing, appoint a successor. If no such successor shall have been so appointed by the Required Lenders and shall have accepted such appointment within 30 days (or such earlier day as shall be agreed by the Required Lenders) (the “Removal Effective Date”), then such removal shall nonetheless become effective in accordance with such notice on the Removal Effective Date. (c) With effect from the Resignation Effective Date or the Removal Effective Date (as applicable) (1) the retiring or removed Agent shall be discharged from its duties and obligations hereunder and under the Notes and (2) except for any indemnity payments owed to the retiring or removed Agent, all payments, communications and determinations provided to be made by, to or through the Agent shall instead be made by or to each Lender and Issuing Bank directly, until such time, if any, as the Required Lenders or the Company Borrower appoint a successor Agent as provided for above. Upon the acceptance of a successor’s appointment as Agent hereunder, such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring or removed Agent (other than any rights to indemnity payments owed to the retiring or removed Agent), and the retiring or removed Agent shall be discharged from all of its duties and obligations hereunder or under the Notes. The fees payable by the Company Borrower to a successor Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Company Borrower and such successor. After the retiring or removed Agent’s resignation or removal hereunder and under the Notes, the provisions of this Article VIII and Section 9.04 shall continue in effect for the benefit of such retiring or removed 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 Agent was acting as Agent. (d) Any resignation pursuant to this Section by a Person acting as Agent shall, unless such Person shall notify the Company and the Lenders otherwise, also act to relieve such Person and its Affiliates of any obligation to issue new, or extend existing, Letters of Credit where such issuance or extension is to occur on or after the date that is 60 days after such Person gave notice of such resignation. Upon the acceptance of a successor’s appointment as Agent hereunder, (i) such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring Agent in its capacity (if any) as Issuing Bank, (ii) the retiring Agent in its capacity (if any) as Issuing Bank shall be discharged from all of its respective duties and obligations hereunder or under the Notes in such capacity and (iii) the successor Issuing Bank shall issue letters of credit in substitution for the Letters of Credit, if any, outstanding at the time of such succession or make other arrangement satisfactory to the retiring Issuing Bank to effectively assume the obligations of the retiring Issuing Bank with respect to such Letters of Credit; except, in each case, as may otherwise be agreed by the Company and such successor Agent if the retiring Agent is a Defaulting Lender.

Resignation of Agent. (a) The Agent may at any time and, if the Person acting as the Agent is a Defaulting Lender and the Company so requests, the Agent shall promptly, give notice of its resignation to the Lenders, the Issuing Banks Issuers and the Company. Upon receipt of any such notice of resignation, the Required Lenders shall have the right, with the consent of the Company so long as no (which consent shall not be unreasonably withheld or delayed and which consent shall not be required during the existence of an Event of Default has occurred and is continuingDefault), to appoint a successor, which shall be a bank with an office in New York, New Yorkthe United States, or an Affiliate of any such bank with an office in New York, New Yorkthe United States. If no such successor shall have been so appointed by the Required Lenders and consented to by the Company (such consent not to be unreasonably withheld or delayed) and shall have accepted such appointment within 30 days after the retiring Agent gives notice of its resignation then the Company may (if the resignation is at the request of the Company) or the retiring Agent may (but shall not be obligated to), on behalf of the Lenders and the Issuing Banks, with the consent of the Company so long as no Event of Default has occurred and is continuing, appoint a successor Agent meeting the qualifications set forth above. Whether or not a successor has been appointed, such resignation shall become effective no earlier than three Business Days after the date in such notice (the “Resignation Effective Date”). (b) If the Person serving as Agent is a Defaulting Lender pursuant to clause (b) of the definition thereof, each of the Company and the Required Lenders may, to the extent permitted by applicable law, by notice in writing to such Person and, if such notice is given by the Required Lenders, to the Company, remove such Person as Agent and, the Required Lenders may, with the consent of the Company so long as no Event of Default has occurred and is continuing, appoint a successor. If no such successor shall have been so appointed by the Required Lenders and shall have accepted such appointment within 30 days (or such earlier day as shall be agreed by the Required LendersLenders with the consent of the Company (such consent not to be unreasonably withheld or delayed)) (the “Removal Resignation Effective Date”), then the retiring Agent may (but shall not be obligated to) on behalf of the Lenders and the Issuers, appoint a successor Agent meeting the qualifications set forth above; provided, that, if the Agent shall notify the Company and the Lenders that no qualifying Person has accepted such removal appointment, then such resignation shall nonetheless become effective in accordance with such notice on the Removal Resignation Effective Date. (c) . With effect from the Resignation Effective Date or the Removal Effective Date Date, (as applicable) (1i) the retiring or removed Agent shall be discharged from its duties and obligations hereunder and under the Notes other Loan Documents, and (2ii) except for any indemnity payments or other amounts then owed to the retiring or removed Agent, all payments, communications and determinations provided to be made by, to or through the Agent shall instead be made by or to each Lender and Issuing Bank each Issuer directly, until such time, if any, time as the Required Lenders or the Company appoint a successor Agent as provided for aboveabove in this Section 10.06. Upon the acceptance of a successor’s appointment as Agent hereunder, such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring (or removed retired) Agent (other than as provided in Section 4.01(h) and other than any rights to indemnity payments or other amounts owed to the retiring (or removed Agentretired) Agent as of the Resignation Effective Date), and the retiring or removed Agent shall be discharged from all of its duties and obligations hereunder or under the Notesother Loan Documents (if not already discharged therefrom as provided above in this Section 10.06). The fees payable by the Company to a successor Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Company and such successor. After the retiring or removed Agent’s resignation or removal hereunder and under the Notesother Loan Documents, the provisions of this Article X and Section 9.04 11.04 shall continue in effect for the benefit of such retiring or removed Agent, its sub agents and their respective Related Parties in respect of any actions taken or omitted to be taken by any of them (A) while the retiring or removed Agent was acting as Agent, and (B) after such resignation for as long as any of them continues to act in any capacity hereunder or under the other Loan Documents, including in respect of any actions taken in connection with transferring the agency to any successor Agent. (db) Any resignation by Bank of America as Agent pursuant to this Section by 10.06 shall also constitute its resignation as an Issuer and a Person acting Swing Line Lender. If Bank of America resigns as Agent shallan Issuer, unless such Person it shall notify retain all the Company rights, powers, privileges and the Lenders otherwise, also act duties of an Issuer hereunder with respect to relieve such Person and its Affiliates of any obligation to issue new, or extend existing, all Letters of Credit where such issuance outstanding as of the effective date of its resignation as an Issuer and all L/C Obligations with respect thereto, including the right to require the Lenders to make Base Rate Loans or extension is fund risk participations in Unreimbursed Amounts pursuant to occur on or after Section 3.03(b). If Bank of America resigns as a Swing Line Lender, it shall retain all the rights of a Swing Line Lender provided for hereunder with respect to Swing Line Loans made by it and outstanding as of the effective date that is 60 days after such Person gave notice of such resignation, including the right to require the Lenders to make Base Rate Loans or fund risk participations in outstanding Swing Line Loans pursuant to Section 2.06. Upon the acceptance appointment by the Company of a successor’s appointment as Agent hereundersuccessor Issuer or a successor Swing Line Lender hereunder (which successor shall in all cases be a Lender other than a Defaulting Lender), (i) such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring Agent in its capacity (if any) Issuer or the retiring Swing Line Lender, as Issuing Bankapplicable, (ii) the retiring Agent in its capacity (if any) Issuer or the retiring Swing Line Lender, as Issuing Bank applicable, shall be discharged from all of its respective duties and obligations hereunder or under the Notes in such capacity other Loan Documents, and (iii) the successor Issuing Bank Issuer shall issue letters of credit in substitution for the Letters of Credit, if any, outstanding at the time of such succession or make other arrangement arrangements satisfactory to the retiring Issuing Bank of America to effectively assume the obligations of the retiring Issuing Bank of America with respect to such Letters of Credit; except, in each case, as may otherwise be agreed by the Company and such successor Agent if the retiring Agent is a Defaulting Lender.

Resignation of Agent. (a) The Each Agent may at any time and, if the Person acting as the Agent is a Defaulting Lender and the Company so requests, the Agent shall promptly, give notice of its resignation to the Lenders, the Issuing Banks Bank and the CompanyBorrower. Upon receipt of any such notice of resignation, the Required Lenders shall have the right, right with the consent of the Company so long as no Borrower (such consent not to be unreasonably withheld or delayed and not to be required if an Event of Default has occurred and is continuing), to appoint a successor, which shall be a bank with an office in New York, New Yorkthe United States, or an Affiliate of any such bank with an office in New York, New Yorkthe United States. If no such successor shall have been so appointed by the Required Lenders Lenders, consented to by Borrower (such consent, if it is required, not to be unreasonably withheld or delayed and not to be required if an Event of Default has occurred and is continuing) and shall have accepted such appointment within 30 days after the retiring Agent gives notice of its resignation resignation, then the Company may (if the resignation is at the request of the Company) or the retiring Agent may (but shall not be obligated to), on behalf of the Lenders and the Issuing Banks, with the consent of the Company so long as no Event of Default has occurred and is continuingBank, appoint a successor Agent meeting the qualifications set forth above. Whether or not a successor has been appointed, such resignation above provided that if the Agent shall become effective no earlier than three Business Days after the date in such notice (the “Resignation Effective Date”). (b) If the Person serving as Agent is a Defaulting Lender pursuant to clause (b) of the definition thereof, each of the Company notify Borrower and the Required Lenders may, to the extent permitted by applicable law, by notice in writing to such Person and, if such notice is given by the Required Lenders, to the Company, remove such Person as Agent and, the Required Lenders may, with the consent of the Company so long as that no Event of Default qualifying person has occurred and is continuing, appoint a successor. If no such successor shall have been so appointed by the Required Lenders and shall have accepted such appointment within 30 days (or such earlier day as shall be agreed by the Required Lenders) (the “Removal Effective Date”)appointment, then such removal resignation shall nonetheless become effective in accordance with such notice on the Removal Effective Date. (c) With effect from the Resignation Effective Date or the Removal Effective Date (as applicable) and (1) the retiring or removed Agent shall be discharged from its duties and obligations hereunder and under the Notes other Loan Documents (except that in the case of any collateral security held by the Collateral Agent on behalf of the Lenders or the Issuing Bank under any of the Loan Documents, the retiring Collateral Agent shall continue to hold such collateral security as nominee until such time as a successor Collateral Agent is appointed) and (2) except for any indemnity payments owed to the retiring or removed Agent, all payments, communications and determinations provided to be made by, to or through the an Agent shall instead be made by or to each Lender and the Issuing Bank directly, until such time, if any, time as the Required Lenders appoint and Borrower consents (such consent not to be unreasonably withheld or the Company appoint delayed and not be required if an Event of Default has occurred and is continuing) to a successor Agent as provided for aboveabove in this paragraph. Upon the acceptance of a successor’s appointment as Agent hereunder, such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring (or removed Agent (other than any rights to indemnity payments owed to the retiring or removed retired) Agent), and the retiring or removed Agent shall be discharged from all of its duties and obligations hereunder or under the Notesother Loan Documents (if not already discharged therefrom as provided above in this paragraph). The fees payable by the Company Borrower to a successor Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Company Borrower and such successor. After the retiring or removed Agent’s resignation or removal hereunder and under the Notesother Loan Documents, the provisions of this Article IX and Section 9.04 10.03 shall continue in effect for the benefit of such retiring or removed Agent, its sub 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 Agent was acting as Agent. (d) Any resignation pursuant to this Section by a Person acting as Agent shall, unless such Person shall notify the Company and the Lenders otherwise, also act to relieve such Person and its Affiliates of any obligation to issue new, or extend existing, Letters of Credit where such issuance or extension is to occur on or after the date that is 60 days after such Person gave notice of such resignation. Upon the acceptance of a successor’s appointment as Agent hereunder, (i) such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring Agent in its capacity (if any) as Issuing Bank, (ii) the retiring Agent in its capacity (if any) as Issuing Bank shall be discharged from all of its respective duties and obligations hereunder or under the Notes in such capacity and (iii) the successor Issuing Bank shall issue letters of credit in substitution for the Letters of Credit, if any, outstanding at the time of such succession or make other arrangement satisfactory to the retiring Issuing Bank to effectively assume the obligations of the retiring Issuing Bank with respect to such Letters of Credit; except, in each case, as may otherwise be agreed by the Company and such successor Agent if the retiring Agent is a Defaulting Lender.

Resignation of Agent. (a) The Agent may at any time and, if the Person acting as the Agent is a Defaulting Lender and the Company so requests, the Agent shall promptly, give notice of its resignation to the Lenders, the Issuing Banks Lenders and the CompanyBorrower. Upon receipt of any such notice of resignation, the Required Lenders shall have the right, right to appoint a successor Agent with the consent approval of the Company Borrower so long as no Event of Default has occurred and is continuing, exists (such approval not to appoint a successorbe unreasonably withheld or delayed), which shall be a commercial bank with organized under the laws of the United States of America or a State thereof, having a combined capital and surplus of at least $50,000,000,000 and having an office in New York, New Yorkoffice, or an Affiliate of any such bank with an office office, in New York, New YorkYork (or such other location in the United States as the Borrower may agree). If no such successor shall have been so appointed by the Required Lenders and shall have accepted such appointment within 30 days after the retiring Agent gives notice of its resignation (such 30-day period, the “Lender Appointment Period”), then the Company may (if the resignation is at the request of the Company) or the retiring Agent may (but shall not be obligated to), on behalf of the Lenders and the Issuing Banks, with the consent of the Company so long as no Event of Default has occurred and is continuingLenders, appoint a successor Agent meeting the qualifications set forth above. Whether or not In addition and without any obligation on the part of the retiring Agent to appoint, on behalf of the Lenders, a successor Agent, the retiring Agent may at any time upon or after the end of the Lender Appointment Period notify the Borrower and the Lenders that no qualifying Person has been appointed, accepted appointment as successor Agent and the effective date of such retiring Agent’s resignation which effective date shall become effective be no earlier than three Business Days after the date in of such notice (the “Resignation Effective Date”). (b) If notice, provided that if the Person serving as the retiring Agent or its Affiliate has any Commitment, such retiring Agent’s resignation shall not be effective until the date that is a Defaulting Lender pursuant to clause (b) 180 days after the retiring Agent first gave notice of its resignation. Upon the definition thereof, each of the Company and the Required Lenders may, to the extent permitted by applicable law, by notice resignation effective date established in writing to such Person and, if such notice is given by the Required Lenders, to the Company, remove and regardless of whether a successor Agent has been appointed and accepted such Person as Agent andappointment, the Required Lenders may, with the consent of the Company so long as no Event of Default has occurred and is continuing, appoint a successor. If no such successor shall have been so appointed by the Required Lenders and shall have accepted such appointment within 30 days (or such earlier day as shall be agreed by the Required Lenders) (the “Removal Effective Date”), then such removal retiring Agent’s resignation shall nonetheless become effective in accordance with such notice on the Removal Effective Date. and (c) With effect from the Resignation Effective Date or the Removal Effective Date (as applicable) (1i) the retiring or removed Agent shall be discharged from its duties and obligations as Agent hereunder and under the Notes and (2ii) except for any indemnity payments owed to the retiring or removed Agent, all payments, communications and determinations provided to be made by, to or through the Agent shall instead be made by or to each Lender and Issuing Bank directly, until such time, if any, time as the Required Lenders or the Company appoint a successor Agent as provided for aboveabove in this paragraph. Upon the acceptance of a successor’s appointment as Agent hereunder, such successor shall succeed to and become vested with all of the rights, powers, privileges and duties as Agent of the retiring (or removed Agent (other than any rights to indemnity payments owed to the retiring or removed retired) Agent), and the retiring or removed Agent shall be discharged from all of its duties and obligations as Agent hereunder or under the Notes(if not already discharged therefrom as provided above in this paragraph). The fees payable by the Company Borrower to a successor Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Company Borrower and such successor. After the retiring or removed Agent’s resignation or removal hereunder and under the Noteshereunder, the provisions of this Article and Section 9.04 8.04 shall continue in effect for the benefit of such retiring or removed Agent, its sub 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 Agent was acting as Agent. (d) Any resignation pursuant to this Section by a Person acting as Agent shall, unless such Person shall notify the Company and the Lenders otherwise, also act to relieve such Person and its Affiliates of any obligation to issue new, or extend existing, Letters of Credit where such issuance or extension is to occur on or after the date that is 60 days after such Person gave notice of such resignation. Upon the acceptance of a successor’s appointment as Agent hereunder, (i) such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring Agent in its capacity (if any) as Issuing Bank, (ii) the retiring Agent in its capacity (if any) as Issuing Bank shall be discharged from all of its respective duties and obligations hereunder or under the Notes in such capacity and (iii) the successor Issuing Bank shall issue letters of credit in substitution for the Letters of Credit, if any, outstanding at the time of such succession or make other arrangement satisfactory to the retiring Issuing Bank to effectively assume the obligations of the retiring Issuing Bank with respect to such Letters of Credit; except, in each case, as may otherwise be agreed by the Company and such successor Agent if the retiring Agent is a Defaulting Lender.

Resignation of Agent. (a) The Agent may at any time and, if the Person acting as the Agent is a Defaulting Lender and the Company so requests, the Agent shall promptly, give notice of its resignation to the Lenders, the Issuing Banks Lenders and the CompanyBorrower. Upon receipt of any such notice of resignation, the Required Lenders shall have the right, with approval from the consent of the Company Borrower (so long as no Event of Default has occurred and is continuing), to appoint a successor, which shall such approval not to be a bank with an office in New York, New York, unreasonably withheld or an Affiliate of any such bank with an office in New York, New Yorkdelayed. If no such successor shall have been so appointed by the Required Lenders and shall have accepted such appointment within 30 thirty (30) days after the retiring Agent gives notice of its resignation resignation, then the Company Borrower (so long as no Event of Default has occurred and is continuing) may (if appoint a successor agent, which successor may be replaced by the resignation is at the request of the Company) or the retiring Agent may (but shall not be obligated to)Required Lenders; provided that such replacement is, on behalf of the Lenders and the Issuing Banks, with the consent of the Company so long as no Event of Default has occurred and is continuing, appoint a successor Agent meeting the qualifications set forth above. Whether or not a successor has been appointed, such resignation shall become effective no earlier than three Business Days after the date in such notice (the “Resignation Effective Date”). (b) If the Person serving as Agent is a Defaulting Lender pursuant to clause (b) of the definition thereof, each of the Company and the Required Lenders may, reasonably acceptable to the extent permitted by applicable law, by notice in writing to such Person and, if such notice is given by the Required Lenders, to the Company, remove such Person as Agent and, the Required Lenders may, with the consent of the Company so long as no Event of Default has occurred and is continuing, appoint a successorBorrower. If no such successor shall have been so appointed by the Required Lenders or the Borrower within sixty (60) days after the retiring Agent gives notice of its resignation, then the retiring Agent may on behalf of the Lenders, appoint a successor Agent; provided that if the Agent shall notify the Borrower and shall have the Lenders that no qualifying Person has accepted such appointment within 30 days (or such earlier day as shall be agreed by the Required Lenders) (the “Removal Effective Date”)appointment, then such removal resignation shall nonetheless become effective in accordance with such notice on the Removal Effective Date. and (c) With effect from the Resignation Effective Date or the Removal Effective Date (as applicable) (1a) the retiring or removed Agent shall be discharged from its duties and obligations hereunder and under the Notes other Loan Documents (except that in the case of collateral security, if any, held by the Agent on behalf of the Lenders under any of the Loan Documents, the retiring Agent shall continue to hold such collateral security until such time as a successor Agent is appointed) and (2b) except for any indemnity payments owed to the retiring or removed Agent, all payments, communications and determinations provided to be made by, to or through the Agent shall instead be made by or to each Lender and Issuing Bank directly, until such time, if any, time as the Required Lenders or the Company appoint a successor Agent as provided for aboveabove in this Section 7.06. Upon the acceptance of a successor’s appointment as Agent hereunder, such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring (or removed Agent (other than any rights to indemnity payments owed to the retiring or removed retired) Agent), and the retiring or removed Agent shall be discharged from all of its duties and obligations hereunder or under the Notesother Loan Documents (if not already discharged therefrom as provided above in this Section). The fees payable by the Company Borrower to a successor Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Company Borrower and such successor. After the retiring or removed Agent’s resignation or removal hereunder and under the Notesother Loan Documents, the provisions of this Article 7 and Section 9.04 8.04 shall continue in effect for the benefit of such retiring or removed Agent, its sub sub-agents and their respective Related Parties Affiliates in respect of any actions taken or omitted to be taken by any of them while the retiring or removed Agent was acting as Agent. (d) Any resignation pursuant to this Section by a Person acting as Agent shall, unless such Person shall notify the Company and the Lenders otherwise, also act to relieve such Person and its Affiliates of any obligation to issue new, or extend existing, Letters of Credit where such issuance or extension is to occur on or after the date that is 60 days after such Person gave notice of such resignation. Upon the acceptance of a successor’s appointment as Agent hereunder, (i) such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring Agent in its capacity (if any) as Issuing Bank, (ii) the retiring Agent in its capacity (if any) as Issuing Bank shall be discharged from all of its respective duties and obligations hereunder or under the Notes in such capacity and (iii) the successor Issuing Bank shall issue letters of credit in substitution for the Letters of Credit, if any, outstanding at the time of such succession or make other arrangement satisfactory to the retiring Issuing Bank to effectively assume the obligations of the retiring Issuing Bank with respect to such Letters of Credit; except, in each case, as may otherwise be agreed by the Company and such successor Agent if the retiring Agent is a Defaulting Lender.

Resignation of Agent. (a) The Agent may at any time and, if the Person acting as the Agent is a Defaulting Lender and the Company so requests, the Agent shall promptly, give notice of its resignation to the Lenders, the Issuing Banks and the CompanyBorrower. Upon receipt of any such notice of resignation, the Required Lenders shall have the right, with the consent of the Company so long as no Borrower (such consent not to be required if an Event of Default has occurred and is continuingcontinuing at the time of such resignation – in which event the Required Lenders’ decision shall be in consultation with the Borrower), to appoint a successor, which shall be a bank with an office in New York, New York, or an Affiliate of any such bank with an office in New York, New York. If no such successor shall have been so appointed by the Required Lenders and shall have accepted such appointment within 30 days after the retiring Agent gives notice of its resignation (or such earlier day as shall be agreed by the Required Lenders) (the “Resignation Effective Date”), then the Company may (if the resignation is at the request of the Company) or the retiring Agent may (but shall not be obligated to), on behalf of the Lenders and the Issuing Banks, with the consent of the Company so long as no Event of Default has occurred and is continuing, appoint a successor Agent meeting the qualifications set forth aboveabove with the consent of the Borrower (such consent not to be required if an Event of Default has occurred and is continuing at the time of such assignment). Whether or not a successor has been appointed, such resignation shall become effective no earlier than three Business Days after the date in accordance with such notice (on the “Resignation Effective Date”). (b) If the Person serving as Agent is a Defaulting Lender pursuant to clause (b) of the definition thereofLender, each of the Company and the Required Lenders may, to the extent permitted by applicable law, by notice in writing to such Person and, if such notice is given by and the Required Lenders, to the Company, other parties hereto remove such Person as Agent and, the Required Lenders may, with the consent of the Company so long as no Borrower (such consent not to be required if an Event of Default has occurred and is continuingcontinuing at the time of such appointment), appoint a successor. If no such successor shall have been so appointed by the Required Lenders and shall have accepted such appointment within 30 days (or such earlier day as shall be agreed by the Required Lenders) (the “Removal Effective Date”), then such removal shall nonetheless become effective in accordance with such notice on the Removal Effective Date. (c) With effect from the Resignation Effective Date or the Removal Effective Date (as applicable) (1) the retiring or removed Agent shall be discharged from its duties and obligations hereunder and under the Notes (except that in the case of any collateral security held by the Agent on behalf of the Lenders or the Issuing Banks hereunder, the retiring or removed Agent shall continue to hold such collateral security until such time as a successor Agent is appointed) and (2) except for any indemnity payments owed to the retiring or removed Agent, all payments, communications and determinations provided to be made by, to or through the Agent shall instead be made by or to each Lender and Issuing Bank directly, until such time, if any, as the Required Lenders or the Company appoint a successor Agent as provided for above. Upon the acceptance of a successor’s appointment as Agent hereunder, such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring or removed Agent (other than any rights to indemnity payments owed to the retiring or removed Agent), and the retiring or removed Agent shall be discharged from all of its duties and obligations hereunder or under the Notes. The fees payable by the Company Borrower to a successor Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Company Borrower and such successor. After the retiring or removed Agent’s resignation or removal hereunder and under the Noteshereunder, the provisions of this Article and Section 9.04 8.04 shall continue in effect for the benefit of such retiring or removed Agent, its sub agents 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 Agent was acting as Agent. (d) Any resignation pursuant to this Section by a Person acting as Agent shall, unless such Person shall notify the Company and the Lenders otherwise, also act to relieve such Person and its Affiliates of any obligation to issue new, or extend existing, Letters of Credit where such issuance or extension is to occur on or after the date that is 60 days after such Person gave notice of such resignation. Upon the acceptance of a successor’s appointment as Agent hereunder, (i) such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring Agent in its capacity (if any) as Issuing Bank, (ii) the retiring Agent in its capacity (if any) as Issuing Bank shall be discharged from all of its respective duties and obligations hereunder or under the Notes in such capacity and (iii) the successor Issuing Bank shall issue letters of credit in substitution for the Letters of Credit, if any, outstanding at the time of such succession or make other arrangement satisfactory to the retiring Issuing Bank to effectively assume the obligations of the retiring Issuing Bank with respect to such Letters of Credit; except, in each case, as may otherwise be agreed by the Company and such successor Agent if the retiring Agent is a Defaulting Lender.

Resignation of Agent. (a) The Agent may at any time and, if the Person acting as the Agent is a Defaulting Lender and the Company so requests, the Agent shall promptly, give notice of its resignation to the Lenders, the Issuing Banks LC Issuers and the CompanyBorrower. Upon receipt of any such notice of resignation, the Required Lenders shall have the right, in consultation with the consent of the Company Borrower (and so long as no Event of Default has shall have occurred and be continuing, subject to the approval of the Borrower, such approval not to be unreasonably withheld or delayed (it being understood and agreed that if such proposed successor Agent is continuingunwilling or unable to be appointed as the successor Swing Line Lender or LC Issuer, as applicable, it shall not be unreasonable for the Borrower to withhold its consent)), to appoint a successorsuccessor from among the Lenders, which shall be a bank with an office in New York, New Yorkthe United States having capital and retained earnings of at least $100,000,000, or an Affiliate of any such bank with an office in New York, New Yorkthe United States. If no such successor shall have been so appointed by the Required Lenders and shall have accepted such appointment within 30 days after the retiring Agent gives notice of its resignation (or such earlier day as shall be agreed by the Required Lenders) (the “Resignation Effective Date”), then the Company may (if the resignation is at the request of the Company) or the retiring Agent may (but shall not be obligated to), on behalf of the Lenders and the Issuing Banks, with the consent of the Company so long as no Event of Default has occurred and is continuingLC Issuers, appoint a successor Agent meeting the qualifications set forth above; provided that if the Agent shall notify the Borrower and the Lenders that no qualifying Person has accepted such appointment, then all payments, communications and determinations provided to be made by, to or through the Agent shall instead be made by or to each Lender directly, until such time as the Required Lenders appoint a successor Agent as provided for above in this paragraph (with the approval of the Borrower to the extent required above). Whether or not a successor has been appointed, such resignation shall become effective no earlier than three Business Days after the date in such notice (the “Resignation Effective Date”). (b) If the Person serving as Agent is a Defaulting Lender pursuant to clause (b) of the definition thereof, each of the Company and the Required Lenders may, to the extent permitted by applicable law, by notice in writing to such Person and, if such notice is given by the Required Lenders, to the Company, remove such Person as retiring Agent and, the Required Lenders may, with the consent of the Company so long as no Event of Default has occurred and is continuing, appoint a successor. If no such successor shall have been so appointed by the Required Lenders and shall have accepted such appointment within 30 days (or such earlier day as shall be agreed by the Required Lenders) (the “Removal Effective Date”), then such removal shall nonetheless become effective in accordance with such notice on the Removal Resignation Effective DateDate (except that in the case of any collateral security held by the retiring Agent on behalf of the Lenders, the Swing Line Lender or any LC Issuer under any of the Loan Documents, the retiring Agent shall continue to hold such collateral security until such time as a successor Agent is appointed and accepts such appointment). (cb) With effect from the Resignation Effective Date or the Removal Effective Date (as applicable) (1) the retiring or removed Agent shall be discharged from its duties and obligations hereunder and under the Notes other Loan Documents and (2) except for any indemnity payments owed to the retiring or removed Agent, all payments, communications and determinations provided to be made by, to or through the Agent shall instead be made by or to each Lender and Issuing Bank LC Issuer directly, until such time, if any, as the Required Lenders or the Company appoint a successor Agent as provided for above. Upon the acceptance of a successor’s appointment as Agent hereunder, such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring or removed retired Agent (other than any rights to indemnity payments owed to the retiring or removed Agent), and the retiring or removed Agent shall be discharged from all of its duties and obligations hereunder or under the Notesother Loan Documents. The fees payable by the Company Borrower to a successor Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Company Borrower and such successor. After the retiring or removed Agent’s resignation or removal hereunder and under the Notesother Loan Documents, the provisions of this Article X and Section 9.04 9.7 shall continue in effect for the benefit of such retiring or removed Agent, its sub 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 Agent was acting as Agent. (d) Any resignation . In the event that there is a successor to the Agent by merger, or the Agent assigns its duties and obligations to an Affiliate pursuant to this Section 10.6, then the term “Prime Rate” as used in this Agreement shall mean the prime rate, base rate or other analogous rate of the new Agent. (c) Any resignation by a Person acting Citibank as Agent pursuant to this Section shall, unless such Person shall notify the Company and the Lenders otherwiseotherwise agreed, also act constitute its resignation (as of the Resignation Effective Date) as an LC Issuer and Swing Line Lender (but, in the case of the LC Issuer, only with respect to relieve such Person and its Affiliates of any obligation to issue new, or extend existing, Letters of Credit where such issuance or extension is to occur on or after the date that is 60 days Facility LCs issued after such Person gave notice date of such resignation). Upon the acceptance of a successor’s appointment as Agent hereunder, hereunder (i) such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring Agent in its capacity (if any) as Issuing BankLC Issuer and Swing Line Lender, (ii) the retiring Agent in its capacity (if any) as Issuing Bank LC Issuer and Swing Line Lender shall be discharged from all of its respective duties and obligations in such capacities hereunder or under the Notes in such capacity other Loan Documents, and (iii) after such acceptance, the successor Issuing Bank LC Issuer shall use commercially reasonable efforts to issue letters of credit in substitution for the Letters of CreditFacility LCs issued by the retiring LC Issuer, if any, outstanding at the time of such succession or make other arrangement satisfactory to the retiring Issuing Bank to effectively assume the obligations of the retiring Issuing Bank with respect to such Letters of Credit; except, in each case, as may otherwise be agreed by the Company and such successor Agent if the retiring Agent is a Defaulting Lendersuccession.

Resignation of Agent. (a) The Agent may at any time and, if the Person acting as the Agent is a Defaulting Lender and the Company so requests, the Agent shall promptly, give notice of its resignation to the Lenders, the Issuing Banks Lenders and the CompanyBorrower. Upon receipt of any such notice of resignation, the Required Lenders shall have the rightright to appoint a successor, with the consent of the Company so long as consent, if no Event of Default has occurred and is continuing, to appoint a successorof the Borrower (which consent will not be unreasonably withheld or delayed), which 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 bank with an office in New York, New Yorkstate thereof and having a combined capital and surplus of at least $500,000,000 (unless the Borrower otherwise consents). If no such successor shall have been so appointed by the Required Lenders and shall have accepted such appointment within 30 days after the retiring Agent gives notice of its resignation (or such earlier day as shall be agreed by the Required Lenders) (the “Resignation Effective Date”), then the Company may (if the resignation is at the request of the Company) or the retiring Agent may (but shall not be obligated to), on behalf of the Lenders and the Issuing Banks, with the consent of the Company so long as no Event of Default has occurred and is continuingLenders, appoint a successor Agent meeting the qualifications set forth above. Whether or not a successor has been appointed, such resignation shall become effective no earlier than three Business Days after the date in such notice (the “Resignation Effective Date”). (b) If the Person serving as Agent is a Defaulting Lender pursuant to clause (bd) of the definition thereof, each of the Company and the Required Lenders or the Borrower may, to the extent permitted by applicable law, by notice in writing to the Borrower and such Person and, if such notice is given by the Required Lenders, to the Company, remove such Person as Agent and, and the Required Lenders may, may appoint a successor with the consent of the Company so long as consent, if no Event of Default has occurred and is continuing, appoint a successorof the Borrower (which consent will not be unreasonably withheld or delayed). If no such successor shall have been so appointed by the Required Lenders and shall have accepted such appointment within 30 days (or such earlier day as shall be agreed by the Required Lenders) (the “Removal Effective Date”), then such removal shall nonetheless become effective in accordance with such notice on the Removal Effective Date. (c) With effect from the Resignation Effective Date or the Removal Effective Date (as applicable) (1i) the retiring or removed Agent shall be discharged from its duties and obligations hereunder and under the Notes other Loan Documents and (2ii) except for any indemnity payments owed to the retiring or removed Agent, all payments, communications and determinations provided to be made by, to or through the Agent shall instead be made by or to each Lender and Issuing Bank directly, until such time, if any, as the Required Lenders or the Company appoint a successor Agent as provided for above. Upon the acceptance of a successor’s appointment as Agent hereunder, such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring or removed Agent (other than any rights to indemnity payments owed to the retiring or removed Agent), and the retiring or removed Agent shall be discharged from all of its duties and obligations hereunder or under the Notesother Loan Documents. The fees payable by the Company Borrower to a successor Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Company Borrower and such successor. After the retiring or removed Agent’s resignation or removal hereunder and under the Notesother Loan Documents, the provisions of this Article and Section 9.04 8.04 shall continue in effect for the benefit of such retiring or removed Agent, its sub 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 Agent was acting as Agent. (d) Any resignation pursuant to this Section by a Person acting as Agent shall, unless such Person shall notify the Company and the Lenders otherwise, also act to relieve such Person and its Affiliates of any obligation to issue new, or extend existing, Letters of Credit where such issuance or extension is to occur on or after the date that is 60 days after such Person gave notice of such resignation. Upon the acceptance of a successor’s appointment as Agent hereunder, (i) such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring Agent in its capacity (if any) as Issuing Bank, (ii) the retiring Agent in its capacity (if any) as Issuing Bank shall be discharged from all of its respective duties and obligations hereunder or under the Notes in such capacity and (iii) the successor Issuing Bank shall issue letters of credit in substitution for the Letters of Credit, if any, outstanding at the time of such succession or make other arrangement satisfactory to the retiring Issuing Bank to effectively assume the obligations of the retiring Issuing Bank with respect to such Letters of Credit; except, in each case, as may otherwise be agreed by the Company and such successor Agent if the retiring Agent is a Defaulting Lender.

Resignation of Agent. (a) The Agent may at any time and, if the Person acting as the Agent is a Defaulting Lender and the Company so requests, the Agent shall promptly, give written notice of its resignation to the Lenders, the Issuing Banks Lenders and the CompanyLead Borrower. Upon receipt of any such notice of resignation, the Required Lenders shall have the right, with the consent of the Company so subject to (as long as no Event of Default has occurred and is continuingexists) the approval of the Lead Borrower (such consent not to be unreasonably withheld or delayed), to appoint a successor, which shall be a bank with an office in New York, New Yorkthe United States, or an Affiliate of any such bank with an office in New York, New Yorkthe United States. If no such successor shall have been so appointed by the Required Lenders and shall have accepted such appointment within 30 days after the retiring Agent gives notice of its resignation resignation, then the Company may (if the resignation is at the request of the Company) or the retiring Agent may (but shall not be obligated to), on behalf of the Lenders and the Issuing BanksL/C Issuer, with the consent of the Company so subject to (as long as no Event of Default has occurred and is continuingexists) the approval of the Lead Borrower (such consent not to be unreasonably withheld or delayed), appoint a successor Agent meeting the qualifications set forth above. Whether or not a successor has been appointed, such resignation ; provided that if the Agent shall become effective no earlier than three Business Days after notify the date in such notice (the “Resignation Effective Date”). (b) If the Person serving as Agent is a Defaulting Lender pursuant to clause (b) of the definition thereof, each of the Company Lead Borrower and the Required Lenders may, to the extent permitted by applicable law, by notice in writing to such that no qualifying Person and, if such notice is given by the Required Lenders, to the Company, remove such Person as Agent and, the Required Lenders may, with the consent of the Company so long as no Event of Default has occurred and is continuing, appoint a successor. If no such successor shall have been so appointed by the Required Lenders and shall have accepted such appointment within 30 days (or such earlier day as shall be agreed by the Required Lenders) (the “Removal Effective Date”)appointment, then such removal resignation shall nonetheless become effective in accordance with such notice on the Removal Effective Date. (c) With effect from the Resignation Effective Date or the Removal Effective Date (as applicable) and (1) the retiring or removed Agent shall be discharged from its duties and obligations hereunder and under the Notes other Loan Documents (except that in the case of any Collateral held by the Agent on behalf of the Lenders or the L/C Issuer under any of the Loan Documents, the retiring Agent shall continue to hold such collateral security until such time as a successor Agent is appointed) and (2) except for any indemnity payments owed to the retiring or removed Agent, all payments, communications and determinations provided to be made by, to or through the Agent shall instead be made by or to each Lender and Issuing Bank the L/C Issuer directly, until such time, if any, time as the Required Lenders or the Company appoint a successor Agent as provided for aboveabove in this Section. Upon the acceptance of a successor’s appointment as Agent hereunder, such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring (or removed Agent (other than any rights to indemnity payments owed to the retiring or removed retired) Agent), and the retiring or removed Agent shall be discharged from all of its duties and obligations hereunder or under the Notesother Loan Documents (if not already discharged therefrom as provided above in this Section). The fees payable by the Company Borrowers to a successor Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Company Lead Borrower and such successor. After the retiring or removed Agent’s resignation or removal hereunder and under the Notesother Loan Documents, the provisions of this Article and Section 9.04 10.04 shall continue in effect for the benefit of such retiring or removed Agent, its sub 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 Agent was acting as Agent. (d) Agent hereunder. Any resignation by ▇▇▇▇▇ Fargo as Agent pursuant to this Section by a Person acting shall also constitute its resignation as Agent shall, unless such Person shall notify the Company and the Lenders otherwise, also act to relieve such Person and its Affiliates of any obligation to issue new, or extend existing, Letters of Credit where such issuance or extension is to occur on or after the date that is 60 days after such Person gave notice of such resignationL/C Issuer. Upon the acceptance of a successor’s appointment as Agent hereunder, (ia) such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring Agent in its capacity (if any) as Issuing BankL/C Issuer, (iib) the retiring Agent in its capacity (if any) as Issuing Bank L/C Issuer shall be discharged from all of its respective duties and obligations hereunder or under the Notes in such capacity other Loan Documents, and (iiic) the successor Issuing Bank L/C Issuer shall issue letters of credit in substitution for the Letters of Credit, if any, outstanding at the time of such succession or make other arrangement arrangements satisfactory to the retiring Issuing Bank L/C Issuer to effectively assume the obligations of the retiring Issuing Bank L/C Issuer with respect to such Letters of Credit; except, in each case, as may otherwise be agreed by the Company and such successor Agent if the retiring Agent is a Defaulting Lender.

Resignation of Agent. (a) The Agent may resign at any time and, if the Person acting as the Agent is a Defaulting Lender and the Company so requests, the Agent shall promptly, give by giving 60 days prior written notice of its resignation thereof to the Revolving Credit Lenders, the Issuing Banks and the Company. Upon receipt of any such notice of resignation, the Required SuperMajority Lenders shall have the rightright to appoint a successor to such Agent (and if no Event of Default has occurred, with the consent of the Company so long as Borrower, not to be unreasonably withheld and, in any event, deemed given by the Borrower if no Event written objection is provided by the Borrower to the (resigning) Agent within seven (7) Business Days notice of Default has occurred and is continuing, to appoint a successor, which shall be a bank with an office in New York, New York, or an Affiliate of any such bank with an office in New York, New Yorkproposed appointment). If no such a successor Agent shall not have been so appointed by the Required Lenders and shall have accepted such appointment within 30 days after the retiring Agent gives giving of notice of its resignation by the resigning Agent, then the Company resigning Agent may (if the resignation is at the request appoint a successor Agent, which shall be a financial institution having a combined capital and surplus in excess of $1,000,000,000.00. The consent of the Company) or the retiring Agent may (but Borrower otherwise required by this Section shall not be obligated to), on behalf of the Lenders and the Issuing Banks, with the consent of the Company so long as no required if an Event of Default has occurred and is continuing, appoint a successor Agent meeting the qualifications set forth above. Whether or not a successor has been appointed, such resignation shall become effective no earlier than three Business Days after the date in such notice (the “Resignation Effective Date”)occurred. (b) If Upon the Person serving acceptance of any appointment as Agent is hereunder by a Defaulting Lender pursuant to clause (b) of the definition thereofsuccessor Agent, each of the Company and the Required Lenders may, to the extent permitted by applicable law, by notice in writing to such Person and, if such notice is given by the Required Lenders, to the Company, remove such Person as Agent and, the Required Lenders may, with the consent of the Company so long as no Event of Default has occurred and is continuing, appoint a successor. If no such successor shall have been thereupon succeed to, and become vested with, all the rights, powers, privileges, and duties of the (resigning) Agent so appointed replaced, and the (resigning) Agent shall be discharged from the (resigning) Agent's duties and obligations hereunder, other than on account of any responsibility for any action taken or omitted to be taken by the Required Lenders and shall have accepted (resigning) Agent as to which a final judicial determination has been or is made (in a proceeding in which the (resigning) Person has had an opportunity to be heard) that such appointment within 30 days (Person had acted in a grossly negligent manner or such earlier day as shall be agreed by the Required Lenders) (the “Removal Effective Date”), then such removal shall nonetheless become effective in accordance with such notice on the Removal Effective Datebad faith. (c) With effect from the Resignation Effective Date or the Removal Effective Date (as applicable) (1) the After any retiring or removed Agent shall be discharged from its duties and obligations hereunder and under the Notes and (2) except for any indemnity payments owed to the retiring or removed Agent, all payments, communications and determinations provided to be made by, to or through the Agent shall instead be made by or to each Lender and Issuing Bank directly, until such time, if any, as the Required Lenders or the Company appoint a successor Agent as provided for above. Upon the acceptance of a successor’s appointment as Agent hereunder, such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring or removed Agent (other than any rights to indemnity payments owed to the retiring or removed Agent), and the retiring or removed Agent shall be discharged from all of its duties and obligations hereunder or under the Notes. The fees payable by the Company to a successor Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Company and such successor. After the retiring or removed Agent’s resignation or removal hereunder and under the Notes's resignation, the provisions of this Article Agreement and Section 9.04 of all other Loan Documents shall continue in effect for the retiring Person's benefit of such retiring or removed Agent, its sub agents and their respective Related Parties in respect of any actions taken or omitted to be taken by any of them it while the retiring or removed Agent it was acting as Agent. (d) Any resignation pursuant to this Section by a Person acting as Agent shall, unless such Person shall notify the Company and the Lenders otherwise, also act to relieve such Person and its Affiliates of any obligation to issue new, or extend existing, Letters of Credit where such issuance or extension is to occur on or after the date that is 60 days after such Person gave notice of such resignation. Upon the acceptance of a successor’s appointment as Agent hereunder, (i) such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring Agent in its capacity (if any) as Issuing Bank, (ii) the retiring Agent in its capacity (if any) as Issuing Bank shall be discharged from all of its respective duties and obligations hereunder or under the Notes in such capacity and (iii) the successor Issuing Bank shall issue letters of credit in substitution for the Letters of Credit, if any, outstanding at the time of such succession or make other arrangement satisfactory to the retiring Issuing Bank to effectively assume the obligations of the retiring Issuing Bank with respect to such Letters of Credit; except, in each case, as may otherwise be agreed by the Company and such successor Agent if the retiring Agent is a Defaulting Lender.

Resignation of Agent. (a) 11.7.1 The Agent shall be deemed to have resigned from office hereunder upon resignation of the Warrant Agent. No such resignation shall be effective until the appointment of, and acceptance of such appointment, by a new Warrant Agent pursuant to the Warrant Indenture and/or a new Agent pursuant to the terms of this Agreement. 11.7.2 The Agent may at any time andresign as such, if subject to this Section 10.7, by delivering written notice of resignation to the Person acting as other parties to this Agreement and by delivering the Pledged Shares (less any portion thereof previously distributed in accordance with this Agreement) to any successor Agent is a Defaulting Lender and designated by the Company so requestsand Silver Standard, or by a court of competent jurisdiction, whereupon the Agent shall promptly, give be discharged of and from any and all further obligations arising in connection with this Agreement. The resignation of the Agent will take effect on the earlier to occur of (the “Resignation Date”): (i) the appointment of a successor Agent as aforesaid or by a court of competent jurisdiction; or (ii) the day which is 30 days after the date of delivery of the Agent's written notice of its resignation to the Lendersother parties hereto, or such shorter notice as the parties accept as sufficient. If the Agent has not received written notice of the designation of a successor Agent by the Resignation Date, the Issuing Banks Agent's sole responsibility after such time shall be to retain and safeguard the Company. Upon Pledged Shares until receipt of any such written notice of the designation of a successor Agent hereunder or pursuant to a final non-appealable order of a court of competent jurisdiction. If a successor Agent has not been appointed within 90 days of the date of the delivery of its written notice of resignation, the Required Lenders Agent shall deliver the Pledged Shares (less any portion thereof previously distributed in accordance with this Agreement) to the legal counsel designated by the Company and Silver Standard and all of the Agent's duties and obligations under this Agreement shall thereupon cease immediately. Failing such designation by the Company and Silver Standard, the Agent shall deliver such Pledged Shares to Pretium Resources Inc. whereupon this Agreement shall terminate and the Agent shall have no further duties and obligations under this Agreement. The Company and Silver Standard, acting together, shall have power at any time to remove the right, with the consent of the Company so long as no Event of Default has occurred existing Agent and is continuing, to appoint a successorsuccessor Agent. (a) In the event of the Agent resigning or being removed as aforesaid or being dissolved, which becoming bankrupt, going into liquidation or otherwise becoming incapable of acting hereunder, the Company and Silver Standard, acting together, shall be forthwith appoint a bank with an office in New Yorksuccessor Agent; failing such appointment by the Company and Silver Standard, New Yorkthe retiring Agent, or an Affiliate acting alone, may apply, at the expense of Silver Standard, to a justice of the Supreme Court of British Columbia on such notice as such justice may direct, for the appointment of a successor Agent; but any such bank with an office in New York, New York. If no such successor shall have been Agent so appointed by the Required Lenders and Court shall have accepted such appointment within 30 days after the retiring Agent gives notice of its resignation then be subject to removal as aforesaid by the Company may and Silver Standard, acting together. (b) Any successor Agent appointed under any provision of this Section 10.7 shall be a corporation authorized to carry on the business of a trust company in the Province of British Columbia and, if required by the resignation is at applicable legislation for any other jurisdiction, in such other jurisdictions. On any such appointment, the successor Agent shall be vested with the same powers, rights, duties and responsibilities as if it had been originally named herein as Agent hereunder. At the request of the Company) , Silver Standard or the successor Agent, the retiring Agent, upon payment of the amounts, if any, due to it pursuant to this Agreement, including any amounts owing to it in respect to outstanding fees, disbursements and interest thereon, shall duly assign, transfer and deliver to the successor Agent all property and money held, and all records kept, by the retiring Agent may (but shall not be obligated to), on behalf of the Lenders and the Issuing Banks, with the consent of the Company so long as no Event of Default has occurred and is continuing, appoint a successor Agent meeting the qualifications set forth above. Whether hereunder or not a successor has been appointed, such resignation shall become effective no earlier than three Business Days after the date in such notice (the “Resignation Effective Date”). (b) If the Person serving as Agent is a Defaulting Lender pursuant to clause (b) of the definition thereof, each of the Company and the Required Lenders may, to the extent permitted by applicable law, by notice in writing to such Person and, if such notice is given by the Required Lenders, to the Company, remove such Person as Agent and, the Required Lenders may, with the consent of the Company so long as no Event of Default has occurred and is continuing, appoint a successor. If no such successor shall have been so appointed by the Required Lenders and shall have accepted such appointment within 30 days (or such earlier day as shall be agreed by the Required Lenders) (the “Removal Effective Date”), then such removal shall nonetheless become effective in accordance with such notice on the Removal Effective Dateconnection herewith. (c) With effect from Any corporation into or with which the Resignation Effective Date Agent may be merged or consolidated or amalgamated, or any corporation resulting therefrom to which the Removal Effective Date (as applicable) (1) the retiring or removed Agent shall be discharged from its duties and obligations hereunder and under the Notes and (2) except for a party, or any indemnity payments owed corporation succeeding to the retiring all or removed Agent, all payments, communications and determinations provided to be made by, to or through the Agent shall instead be made by or to each Lender and Issuing Bank directly, until such time, if any, as the Required Lenders or the Company appoint a successor Agent as provided for above. Upon the acceptance of a successor’s appointment as Agent hereunder, such successor shall succeed to and become vested with substantially all of the rights, powers, privileges and duties corporate trust business of the retiring or removed Agent (other than any rights to indemnity payments owed to the retiring or removed Agent), and the retiring or removed Agent shall be discharged from all of its duties and obligations hereunder or under the Notes. The fees payable by the Company to a successor Agent shall be the same as those payable successor to the Agent hereunder without any further act on its predecessor unless otherwise agreed between the Company and such successor. After the retiring part or removed Agent’s resignation or removal hereunder and under the Notes, the provisions of this Article and Section 9.04 shall continue in effect for the benefit of such retiring or removed 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 Agent was acting as Agent. (d) Any resignation pursuant to this Section by a Person acting as Agent shallparties hereto, unless provided that such Person shall notify the Company and the Lenders otherwise, also act to relieve such Person and its Affiliates of any obligation to issue new, or extend existing, Letters of Credit where such issuance or extension is to occur on or after the date that is 60 days after such Person gave notice of such resignation. Upon the acceptance of a successor’s corporation would be eligible for appointment as a successor Agent hereunder, (i) such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring Agent in its capacity (if any) as Issuing Bank, (ii) the retiring Agent in its capacity (if any) as Issuing Bank shall be discharged from all of its respective duties and obligations hereunder or under the Notes in such capacity and (iii) the successor Issuing Bank shall issue letters of credit in substitution for the Letters of Credit, if any, outstanding at the time of such succession or make other arrangement satisfactory to the retiring Issuing Bank to effectively assume the obligations of the retiring Issuing Bank with respect to such Letters of Credit; except, in each case, as may otherwise be agreed by the Company and such successor Agent if the retiring Agent is a Defaulting Lender.

Resignation of Agent. (a) The Subject to the appointment and acceptance of a successor Agent as provided below, any Agent may resign at any time and, if by notifying the Person acting as the Agent is a Defaulting Lender Lenders and the Company so requests, the Agent shall promptly, give notice of its resignation to the Lenders, the Issuing Banks and the CompanyBorrower. Upon receipt of any such notice of resignation, the Required Lenders shall have the right, with the consent of the Company Borrower so long as no Event of Default has occurred and is continuing, to appoint a successorsuccessor (which shall not be a Disqualified Lender). If no successor shall have been so appointed by the Required Lenders (with the consent of the Borrower, if applicable) and shall have accepted such appointment within 30 days after the retiring Agent gives notice of its resignation, then the retiring Agent may, on behalf of the Lenders, appoint a successor Agent which shall be a bank with an office in New York, New York, or an Affiliate of any such bank with an office in New Yorkbank, New York. If no such successor shall have been so appointed by the Required Lenders and shall have accepted such appointment within 30 days after the retiring Agent gives notice of its resignation then the Company may (if the resignation is at the request of the Company) or the retiring Agent may (but shall not be obligated to)a Disqualified Lender. If no successor Agent has been appointed pursuant to the immediately preceding sentence by the 30th day after the date such notice of resignation was given by such Agent, on behalf of the Lenders such Agent’s resignation shall become effective and the Issuing BanksRequired Lenders shall thereafter perform all the duties of such Agent hereunder and/or under any other Loan Document until such time, if any, as the Required Lenders, with the consent of the Company Borrower so long as no Event of Default has occurred and is continuing, appoint a successor Administrative Agent meeting the qualifications set forth above. Whether or not a successor has been appointed, such resignation shall become effective no earlier than three Business Days after the date in such notice (the “Resignation Effective Date”). (b) If the Person serving as Agent is a Defaulting Lender pursuant to clause (b) of the definition thereof, each of the Company and the Required Lenders may, to the extent permitted by applicable law, by notice in writing to such Person and, if such notice is given by the Required Lenders, to the Company, remove such Person as Agent and, the Required Lenders may, with the consent of the Company so long as no Event of Default has occurred and is continuing, appoint a successor. If no such successor shall have been so appointed by the Required Lenders and shall have accepted such appointment within 30 days (or such earlier day as shall be agreed by the Required Lenders) (the “Removal Effective Date”), then such removal shall nonetheless become effective in accordance with such notice on the Removal Effective Date. (c) With effect from the Resignation Effective Date or the Removal Effective Date (as applicable) (1) the retiring or removed Agent shall be discharged from its duties and obligations hereunder and under the Notes and (2) except for any indemnity payments owed to the retiring or removed and/or Collateral Agent, all payments, communications and determinations provided to be made by, to or through the Agent shall instead be made by or to each Lender and Issuing Bank directly, until such time, if any, as the Required Lenders or the Company appoint a successor Agent as provided for abovecase may be. Upon the acceptance of a successor’s its appointment as Agent hereunderhereunder by a successor, such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring or removed Agent (other than any rights to indemnity payments owed to the retiring or removed Agent), and the retiring or removed Agent shall be discharged from all of its duties and obligations hereunder or under the Noteshereunder. The fees payable by the Company Borrower to a successor Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Company Borrower and such successor. After the retiring or removed an Agent’s resignation or removal hereunder and under the Noteshereunder, the provisions of this Article and Section 9.04 9.05 shall continue in effect for the benefit of such retiring or removed Agent, its sub 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 Agent was acting as Agent. (d) Any resignation pursuant to this Section by a Person acting as Agent shall, unless such Person shall notify the Company and the Lenders otherwise, also act to relieve such Person and its Affiliates of any obligation to issue new, or extend existing, Letters of Credit where such issuance or extension is to occur on or after the date that is 60 days after such Person gave notice of such resignation. Upon the acceptance of a successor’s appointment as Agent hereunder, (i) such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring Agent in its capacity (if any) as Issuing Bank, (ii) the retiring Agent in its capacity (if any) as Issuing Bank shall be discharged from all of its respective duties and obligations hereunder or under the Notes in such capacity and (iii) the successor Issuing Bank shall issue letters of credit in substitution for the Letters of Credit, if any, outstanding at the time of such succession or make other arrangement satisfactory to the retiring Issuing Bank to effectively assume the obligations of the retiring Issuing Bank with respect to such Letters of Credit; except, in each case, as may otherwise be agreed by the Company and such successor Agent if the retiring Agent is a Defaulting Lender.

Resignation of Agent. (a) The Agent may at any time and, if the Person acting as the Agent is a Defaulting Lender and the Company so requests, the Agent shall promptly, give notice of its resignation to the Lenders, the Issuing Banks and the CompanyBorrower. Upon receipt of any such notice of resignation, the Required Lenders shall have the right, with the consent of the Company so long as no Borrower (such consent not to be required if an Event of Default has occurred and is continuingcontinuing at the time of such resignation – in which event the Required Lenders’ decision shall be in consultation with the Borrower), to appoint a successor, which shall be a bank with an office in New York, New York, or an Affiliate of any such bank with an office in New York, New York. If no such successor shall have been so appointed by the Required Lenders and shall have accepted such appointment within 30 days after the retiring Agent gives notice of its resignation then the Company may (if the resignation is at the request of the Company) or the retiring Agent may (but shall not be obligated to), on behalf of the Lenders and the Issuing Banks, with the consent of the Company so long as no Event of Default has occurred and is continuing, appoint a successor Agent meeting the qualifications set forth above. Whether or not a successor has been appointed, such resignation shall become effective no earlier than three Business Days after the date in such notice (the “Resignation Effective Date”).bank (b) If the Person serving as Agent is a Defaulting Lender pursuant to clause (b) of the definition thereofLender, each of the Company and the Required Lenders may, to the extent permitted by applicable law, by notice in writing to such Person and, if such notice is given by and the Required Lenders, to the Company, other parties hereto remove such Person as Agent and, the Required Lenders may, with the consent of the Company so long as no Borrower (such consent not to be required if an Event of Default has occurred and is continuingcontinuing at the time of such appointment), appoint a successor. If no such successor shall have been so appointed by the Required Lenders and shall have accepted such appointment within 30 days (or such earlier day as shall be agreed by the Required Lenders) (the “Removal Effective Date”), then such removal shall nonetheless become effective in accordance with such notice on the Removal Effective Date. (c) With effect from the Resignation Effective Date or the Removal Effective Date (as applicable) ) (1) the retiring or removed Agent shall be discharged from its duties and obligations hereunder and under the Notes (except that in the case of any collateral security held by the Agent on behalf of the Lenders or the Issuing Banks hereunder, the retiring or removed Agent shall continue to hold such collateral security until such time as a successor Agent is appointed) and (2) except for any indemnity payments owed to the retiring or removed Agent, all payments, communications and determinations provided to be made by, to or through the Agent shall instead be made by or to each Lender and Issuing Bank directly, until such time, if any, as the Required Lenders or the Company appoint a successor Agent as provided for above. Upon the acceptance of a successor’s appointment as Agent hereunder, such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring or removed Agent (other than any rights to indemnity payments owed to the retiring or removed Agent), and the retiring or removed Agent shall be discharged from all of its duties and obligations hereunder or under the Notes. The fees payable by the Company Borrower to a successor Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Company Borrower and such successor. After the retiring or removed Agent’s resignation or removal hereunder and under the Noteshereunder, the provisions of this Article and Section 9.04 8.04 shall continue in effect for the benefit of such retiring or removed Agent, its sub 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 Agent was acting as Agent. (d) Any resignation pursuant to this Section by a Person acting as Agent shall, unless such Person shall notify the Company and the Lenders otherwise, also act to relieve such Person and its Affiliates of any obligation to issue new, or extend existing, Letters of Credit where such issuance or extension is to occur on or after the date that is 60 days after such Person gave notice of such resignation. Upon the acceptance of a successor’s appointment as Agent hereunder, (i) such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring Agent in its capacity (if any) as Issuing Bank, (ii) the retiring Agent in its capacity (if any) as Issuing Bank shall be discharged from all of its respective duties and obligations hereunder or under the Notes in such capacity and (iii) the successor Issuing Bank shall issue letters of credit in substitution for the Letters of Credit, if any, outstanding at the time of such succession or make other arrangement satisfactory to the retiring Issuing Bank to effectively assume the obligations of the retiring Issuing Bank with respect to such Letters of Credit; except, in each case, as may otherwise be agreed by the Company and such successor Agent if the retiring Agent is a Defaulting Lender.

Resignation of Agent. (a) The Agent may at any time and, if the Person acting as the Agent is a Defaulting Lender and the Company so requests, the Agent shall promptly, give notice of its resignation as Agent to the Lenders, the Lender issuing Letters of Credit hereunder (the "Issuing Banks Lender"), and the CompanyBorrower. Upon receipt of any such notice of resignation, the Required Lenders shall have the right, with approval from the consent of the Company Borrower (so long as no Event of Default has occurred and is continuing), to appoint a successor, which shall such approval not to be a bank with an office in New York, New York, unreasonably withheld or an Affiliate of any such bank with an office in New York, New Yorkdelayed. If no such successor shall have been so appointed by the Required Lenders and so approved by the Borrower (as applicable) and shall have accepted such appointment within 30 thirty (30) days after the retiring Agent gives notice of its resignation resignation, then the Company may (if the resignation is at the request of the Company) or the retiring Agent may (but shall not be obligated to), on behalf of the Lenders and the Issuing Banks, with the consent of the Company so long as no Event of Default has occurred and is continuingLender, appoint a successor Agent meeting the qualifications set forth above. Whether or not a successor has been appointed, such resignation ; provided that if the Agent shall become effective no earlier than three Business Days after notify the date in such notice (the “Resignation Effective Date”). (b) If the Person serving as Agent is a Defaulting Lender pursuant to clause (b) of the definition thereof, each of the Company Borrower and the Required Lenders may, to the extent permitted by applicable law, by notice in writing to such that no qualifying Person and, if such notice is given by the Required Lenders, to the Company, remove such Person as Agent and, the Required Lenders may, with the consent of the Company so long as no Event of Default has occurred and is continuing, appoint a successor. If no such successor shall have been so appointed by the Required Lenders and shall have accepted such appointment within 30 days (or such earlier day as shall be agreed by the Required Lenders) (the “Removal Effective Date”)appointment, then such removal resignation shall nonetheless become effective in accordance with such notice on the Removal Effective Date. and (c) With effect from the Resignation Effective Date or the Removal Effective Date (as applicable) (1a) the retiring or removed Agent shall be discharged from its duties and obligations hereunder and under the Notes other Loan Documents (except that in the case of any collateral security held by the Agent on behalf of the Lenders or the Issuing Lender under any of the Loan Documents, the retiring Agent shall continue to hold such collateral security until such time as a successor Agent is appointed) and (2b) except for any indemnity payments owed to the retiring or removed Agent, all payments, communications and determinations provided to be made by, to or through the Agent shall instead be made by or to each Lender and the Issuing Bank Lender directly, until such time, if any, time as the Required Lenders or the Company appoint a successor Agent as provided for aboveabove in this Section. Upon the acceptance of a successor’s 's appointment as Agent hereunder, such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring (or removed Agent (other than any rights to indemnity payments owed to the retiring or removed retired) Agent), and the retiring or removed Agent shall be discharged from all of its duties and obligations hereunder or under the Notesother Loan Documents (if not already discharged therefrom as provided above in this Section). The fees payable by the Company Borrower to a successor Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Company Borrower and such successor. After the retiring or removed Agent’s 's resignation or removal hereunder and under the Notesother Loan Documents, the provisions of this Article Section 10.6 and Section 9.04 11.3 [Expenses; Indemnity; Damage Waiver] shall continue in effect for the benefit of such retiring or removed Agent, its sub agents sub‑agents and their respective Affiliates, and their and their Affiliates' respective partners, directors, officers, employees, agents and advisors (for purposes hereof, "Related Parties Parties") in respect of any actions taken or omitted to be taken by any of them while the retiring or removed Agent was acting as Agent. (d) Any resignation pursuant to this Section by a Person acting . If PNC Bank resigns as Agent shallunder this Section, unless such Person PNC Bank shall notify the Company and the Lenders otherwise, also act to relieve such Person and its Affiliates of any obligation to issue new, or extend existing, Letters of Credit where such issuance or extension is to occur on or after the date that is 60 days after such Person gave notice of such resignationresign as Issuing Lender. Upon the acceptance appointment of a successor’s appointment as successor Agent hereunder, such successor shall (i) such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of PNC Bank as the retiring Issuing Lender and the Agent in its capacity (if any) as Issuing Bank, (ii) the retiring Agent in its capacity (if any) as Issuing and PNC Bank shall be discharged from all of its respective duties and obligations hereunder or as Issuing Lender and Agent under the Notes in such capacity Loan Documents, and (iiiii) the successor Issuing Bank shall issue letters of credit in substitution for the Letters of CreditCredit issued by PNC Bank, if any, ▇▇▇▇ ▇▇▇▇▇▇▇▇ outstanding at the time of such succession or make other arrangement satisfactory to the retiring Issuing PNC Bank to effectively assume the obligations of the retiring Issuing PNC Bank with respect to such Letters of Credit; except, in each case, as may otherwise be agreed by the Company and such successor Agent if the retiring Agent is a Defaulting Lender.

Resignation of Agent. (a) The Each Agent may at any time and, if the Person acting as the Agent is a Defaulting Lender and the Company so requests, the Agent shall promptly, give notice of its resignation to the Lenders, the Issuing Banks Lenders and the Company. The Company may at any time after such notice of resignation, by notice to the applicable Agent, propose a successor Agent (which shall meet the criteria described below) and request that the Lenders be notified thereof by such Agent with a view to their appointment of such successor Agent; each Agent agrees to forward any such notice to the Lenders promptly upon its receipt by such Agent. Upon receipt of any such notice of resignation, the Required Majority Lenders shall have the right, in consultation with the consent of the Company so long as no Event of Default has occurred and is continuingCompany, to appoint a successorsuccessor Administrative Agent, which shall be a bank with an office in New York, New Yorkthe United States, or an Affiliate of any such bank with an office in New Yorkthe United States having a combined NYDOCS01/1619437.3A 84 capital and surplus of at least $500,000,000, New Yorkand the Swing Line Banks shall have the right, in consultation with the Company, to appoint a successor Swing Line Agent, which shall be a bank with an office in London. If no such successor shall have been so appointed by the Required Majority Lenders or the Swing Line Banks, as applicable, and shall have accepted such appointment within 30 days after the retiring Agent gives notice of its resignation (the “Resignation Effective Date”), then the Company may (if the resignation is at the request of the Company) or the retiring Agent may (but shall not be obligated to), on behalf of the Lenders and the Issuing Banks, Banks and in consultation with the consent of the Company so long as no Event of Default has occurred and is continuingCompany, appoint a successor Agent meeting the qualifications set forth above. Whether or not a successor has been appointed, such resignation shall become effective no earlier than three Business Days after the date in accordance with such notice (on the “Resignation Effective Date”). (b) If the Person serving as an Agent is a Defaulting Lender pursuant to clause (bv) of the definition thereof, each of the Company and the Required Majority Lenders may, to the extent permitted by applicable law, by notice in writing to the Company and such Person and, if such notice is given by the Required Lenders, to the Company, remove such Person as an Agent and, the Required Lenders may, in consultation with the consent of the Company so long as no Event of Default has occurred and is continuingCompany, appoint a successor. If no such successor shall have been so appointed by the Required Majority Lenders or the Swing Line Banks, as applicable, and shall have accepted such appointment within 30 days (or such earlier day as shall be agreed by the Required LendersMajority Lenders or the Swing Line Banks, as applicable) (the “Removal Effective Date”), then such removal shall nonetheless become effective in accordance with such notice on the Removal Effective Date. (c) With effect from the Resignation Effective Date or the Removal Effective Date (as applicable) (1i) the retiring or removed Agent shall be discharged from its duties and obligations hereunder and under the Notes and as Agent hereunder, (2ii) except for any indemnity payments owed to the retiring or removed Agent, all payments, communications and determinations provided to be made by, to or through the Administrative Agent shall instead be made by or to each Lender directly, until such time as the Majority Lenders appoint a successor Administrative Agent as provided for above in this paragraph and Issuing (iii) all payments, communications and determinations provided to be made by, to or through the Swing Line Agent shall instead be made by or to each Swing Line Bank directly, until such time, if any, time as the Required Lenders or the Company Swing Line Banks appoint a successor Swing Line Agent as provided for aboveabove in this paragraph. Upon the acceptance of a successor’s appointment as Agent hereunder, such successor shall succeed to and become vested with all of the rights, powers, privileges and duties as Agent of the retiring (or removed Agent (other than any rights to indemnity payments owed to the retiring or removed retired) Agent), and the retiring or removed Agent shall be discharged from all of its duties and obligations as Agent hereunder or under the Notes(if not already discharged therefrom as provided above in this paragraph). The fees payable by the Company to a successor Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Company and such successor. After the retiring or removed Agent’s resignation or removal hereunder and under the Noteshereunder, the provisions of this Article and Section 9.04 shall continue in effect for the benefit of such retiring or removed Agent, its sub 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 Agent was acting as Agent. (d) Any resignation pursuant to this Section by a Person acting as Agent shall, unless such Person shall notify the Company and the Lenders otherwise, also act to relieve such Person and its Affiliates of any obligation to advance or issue new, or extend existing, Swing Line Advances or Letters of Credit where such advance, issuance or extension is to occur on or after the effective date that is 60 days after such Person gave notice of such resignation. Upon the acceptance of a successor’s appointment as Agent hereunder, (i) such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring Agent in its capacity (if any) as Issuing Bank and Swing Line Bank, (ii) the retiring Agent in its capacity (if any) as Issuing Bank and Swing Line Bank shall be discharged from all of its their respective duties and obligations hereunder or under hereunder, (iii) the Notes in successor Swing Line Bank shall enter into an Assignment and Assumption and NYDOCS01/1619437.3A 85 acquire from the retiring Swing Line Bank each outstanding Swing Line Advance of such capacity retiring Swing Line Bank for a purchase price equal to par plus accrued interest and (iiiiv) the successor Issuing Bank shall issue letters of credit in substitution for the Letters of Credit, if any, outstanding at the time of such succession or make other arrangement satisfactory to the retiring Issuing Bank to effectively assume the obligations of the retiring Issuing Bank with respect to such Letters of Credit; except, in each case, as may otherwise be agreed by the Company and such successor Agent if the retiring Agent is a Defaulting Lender.

Resignation of Agent. (a) BOA, or any successor Agent, may resign as Agent by giving at least 30 days’ prior written notice thereof to the Banks and the Borrower. The Required Banks or the Borrower may remove the Agent in the event of the Agent’s willful misconduct or gross negligence or in the event that the Bank serving as Agent becomes a Delinquent Bank or ceases to hold a Commitment under this Agreement. In addition, the Borrower may remove the Agent in the event that the Agent holds (without participation) less than the Minimum Commitment, provided that the Borrower shall not have such removal right if an Event of Default exists or if the Agent holds less than the Minimum Commitment at any time and, if as a result of the Person acting merger or consolidation of any of the other Banks or as a result of events other than the sale by the Agent is a Defaulting Lender and the Company so requests, the Agent shall promptly, give notice of any portion of its Commitment. Any such resignation to the Lendersor removal shall be effective upon appointment and acceptance of a successor Agent, the Issuing Banks and the Companyas hereinafter provided. Upon receipt of any such notice of resignationresignation or removal, the Required Lenders Banks shall have the rightright to appoint a successor Agent, with which is a Bank under this Agreement and which holds at least the consent of the Company Minimum Commitment, provided that so long as no Default or Event of Default has occurred and is continuing, the Borrower shall have the right to appoint a successorapprove any successor Agent, which approval shall not be unreasonably withheld. If, in the case of a bank with an office in New Yorkresignation by the Agent, New York, or an Affiliate of any such bank with an office in New York, New York. If no such successor Agent shall have been so appointed by the Required Lenders Banks and approved by the Borrower, and shall have accepted such appointment appointment, within 30 thirty (30) days after the retiring Agent gives Agent’s giving of notice of its resignation resignation, then the Company may (if the resignation is at the request of the Company) or the retiring Agent may (but shall not be obligated to)may, on behalf of the Lenders and the Issuing Banks, with the consent appoint any one of the Company so long other Banks as no Event of Default has occurred and is continuing, appoint a successor Agent meeting the qualifications set forth aboveAgent. Whether or not The Borrower acknowledges that any Bank which acquires BOA is acceptable as a successor has been appointed, such resignation shall become effective no earlier than three Business Days after the date in such notice (the “Resignation Effective Date”). (b) If the Person serving as Agent is a Defaulting Lender pursuant to clause (b) of the definition thereof, each of the Company and the Required Lenders may, to the extent permitted by applicable law, by notice in writing to such Person and, if such notice is given by the Required Lenders, to the Company, remove such Person as Agent and, the Required Lenders may, with the consent of the Company so long as no Event of Default has occurred and is continuing, appoint a successor. If no such successor shall have been so appointed by the Required Lenders and shall have accepted such appointment within 30 days (or such earlier day as shall be agreed by the Required Lenders) (the “Removal Effective Date”), then such removal shall nonetheless become effective in accordance with such notice on the Removal Effective Date. (c) With effect from the Resignation Effective Date or the Removal Effective Date (as applicable) (1) the retiring or removed Agent shall be discharged from its duties and obligations hereunder and under the Notes and (2) except for any indemnity payments owed to the retiring or removed Agent, all payments, communications and determinations provided to be made by, to or through the Agent shall instead be made by or to each Lender and Issuing Bank directly, until such time, if any, as the Required Lenders or the Company appoint a successor Agent as provided for above. Upon the acceptance of a successor’s any appointment as Agent hereunderhereunder by a successor Agent, such successor Agent shall thereupon succeed to and become vested with all of the rights, powers, privileges and duties of the retiring or removed Agent (other than any rights to indemnity payments owed to the retiring or removed Agent), and the retiring or removed Agent shall be discharged from all of its duties and obligations of the Agent under this Agreement except those duties and obligations that arose prior to the date of such resignation or removal to the extent the same require any action or performance by such retiring or removed Agent without which the successor Agent cannot perform or complete such duties or obligations. After any Agent’s resignation or removal hereunder as Agent, the provisions of this §16 shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Agent under the Notesthis Agreement. The Agent agrees that it shall not assign any of its rights or duties as Agent to any other Person. The fees payable by the Company Borrower to a successor Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Company Borrower and such successor. After the retiring or removed Agent’s resignation or removal hereunder and under the Notesother Loan Documents, the provisions of this Article §16 and Section 9.04 §17 shall continue in effect for the benefit of such retiring or removed 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 Agent was acting as Agent. (db) Any resignation by, or removal of, BOA as Agent pursuant to this Section by a Person acting §16.6 shall also constitute its resignation or removal as Agent shall, unless such Person shall notify the Company Fronting Bank and the Lenders otherwise, also act to relieve such Person and its Affiliates of any obligation to issue new, or extend existing, Letters of Credit where such issuance or extension is to occur on or after the date that is 60 days after such Person gave notice of such resignationSwingline Lender. Upon the acceptance of a successor’s appointment as Agent hereunder, (i) such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring Agent in its capacity (if any) as Issuing Bankor removed Fronting Bank and Swingline Lender, (ii) the retiring Agent in its capacity (if any) as Issuing or removed Fronting Bank and Swingline Lender shall be discharged from all of its their respective duties and obligations hereunder or under the Notes in other Loan Documents except those duties and obligations that arose prior to the date of such capacity resignation or removal to the extent the same require any action or performance by such retiring or removed Fronting Bank and Swingline Lender without which the successor Swingline Lender and Fronting Bank cannot perform or complete such duties or obligations, and (iii) the successor Issuing Fronting Bank shall issue letters of credit in substitution for the Letters of Credit, if any, outstanding at the time of such succession or make other arrangement arrangements satisfactory to the retiring Issuing or removed Fronting Bank to effectively assume the obligations of the retiring Issuing or removed Fronting Bank with respect to such Letters of Credit; except, in each case, as may otherwise be agreed by the Company and such successor Agent if the retiring Agent is a Defaulting Lender.

Resignation of Agent. (a) The Agent may at any time and, if the Person acting as the Agent is a Defaulting Lender and the Company so requests, the Agent shall promptly, give notice of its resignation to the Lenders, the Issuing Banks L/C Issuer and the CompanyBorrower. Upon receipt of any such notice of resignation, the Required Lenders shall have the right, with the prior written consent of the Company so long as Borrower if no Event of Default has occurred and is continuingcontinuing (which consent shall not be unreasonably withheld or delayed), to appoint a successor, which shall be a bank with an office in New York, New Yorkthe United States, or an Affiliate of any such bank with an office in New York, New Yorkthe United States. If no such successor shall have been so appointed by the Required Lenders and shall have accepted such appointment within 30 thirty (30) days after the retiring Agent gives notice of its resignation (or such earlier day as shall be agreed by the Required Lenders) (the “Resignation Effective Date”), then the Company may (if the resignation is at the request of the Company) or the retiring Agent may (but shall not be obligated to), on behalf of the Lenders and the Issuing Banks, with the consent of the Company so long as no Event of Default has occurred and is continuingL/C Issuer, appoint a successor Agent meeting the qualifications set forth above. Whether or not a successor has been appointed, such resignation shall nonetheless become effective no earlier than three Business Days after the date in accordance with such notice (on the “Resignation Effective Date”). (b) If the Person serving as Agent is a Defaulting Lender pursuant to clause (bd) of the definition thereof, each of the Company and the Required Lenders may, to the extent permitted by applicable law, with the prior written consent of the Borrower if no Default has occurred and is continuing (which consent shall not be unreasonably withheld or delayed), by notice in writing to the Borrower and such Person and, if such notice is given by the Required Lenders, to the Company, remove such Person as Agent and, the Required Lenders may, with the prior written consent of the Company so long as Borrower if no Event of Default has occurred and is continuingcontinuing (which consent shall not be unreasonably withheld or delayed), appoint a successor. If no such successor shall have been so appointed by the Required Lenders and shall have accepted such appointment within 30 days (or such earlier day as shall be agreed by the Required Lenders) (the “Removal Effective Date”), then such removal shall nonetheless become effective in accordance with such notice on the Removal Effective Date. (c) With effect from the Resignation Effective Date or the Removal Effective Date (as applicable) (1i) the retiring or removed Agent shall be discharged from its duties and obligations hereunder and under the Notes other Loan Documents (except that in the case of any collateral held by the Agent on behalf of the Lenders or the L/C Issuer under any of the Loan Documents, the retiring Agent shall continue to hold such collateral until such time as a successor Agent is appointed) and (2ii) except for any indemnity payments owed to the retiring or removed Agent, all payments, communications and determinations provided to be made by, to or through the Agent shall instead be made by or to each Lender and Issuing Bank the L/C Issuer directly, until such time, if any, as the Required Lenders or the Company appoint a successor Agent as provided for above. Upon the acceptance of a successor’s appointment as Agent hereunder, such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring or removed Agent (other than any rights to indemnity payments owed to the retiring or removed Agent), and the retiring or removed Agent shall be discharged from all of its duties and obligations hereunder or under the Notesother Loan Documents (if not already discharged therefrom as provided above in this paragraph). The fees payable by the Company Borrower to a successor Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Company Borrower and such successor. After the retiring or removed Agent’s resignation or removal hereunder and under the Notesother Loan Documents, the provisions of this Article Article, Sections 9.6, 9.10 and Section 9.04 10.7 shall continue in effect for the benefit of such retiring or removed Agent, its sub agents 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 Agent was acting as Agent. (d) Any resignation by ▇▇▇▇▇ Fargo, as Agent pursuant to this Section by a Person acting shall also constitute its resignation as Agent shall, unless such Person shall notify the Company and the Lenders otherwise, also act to relieve such Person and its Affiliates of any obligation to issue new, or extend existing, Letters of Credit where such issuance or extension is to occur on or after the date that is 60 days after such Person gave notice of such resignationL/C Issuer. Upon the acceptance of a successor’s appointment as Agent hereunder, (i) such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring Agent in its capacity (if any) as Issuing BankL/C Issuer, (ii) the retiring Agent in its capacity (if any) as Issuing Bank L/C Issuer shall be discharged from all of its respective duties and obligations hereunder or under the Notes in such capacity other Loan Documents, and (iii) the successor Issuing Bank L/C Issuer shall issue letters of credit in substitution for the Letters of Credit, if any, outstanding at the time of such succession or make other arrangement arrangements satisfactory to the retiring Issuing Bank L/C Issuer to effectively assume the obligations of the retiring Issuing Bank L/C Issuer with respect to such Letters of Credit; except, in each case, as may otherwise be agreed by the Company and such successor Agent if the retiring Agent is a Defaulting Lender.

Resignation of Agent. (a) The Subject to the appointment and acceptance of a successor Agent as provided below, the Agent may resign at any time and, if by giving written notice thereof to the Person acting as the Agent is a Defaulting Lender Lenders and the Company so requests, the Agent shall promptly, give notice of its resignation to the Lenders, the Issuing Banks and the CompanyBorrower. Upon receipt of any such notice of resignation, the Required Lenders shall have the rightright to appoint a successor Agent, with the consent of the Company so long as which shall be a Lender which has an office in New York, New York and, provided no Event of Default has occurred and is continuing, to appoint a successor, which shall be a bank with an office in New Yorkreasonably acceptable to the Borrower, New York, such acceptance not to be unreasonably withheld or an Affiliate of any such bank with an office in New York, New Yorkdelayed. If no such successor Agent shall have been so appointed by the Required Lenders and shall have accepted such appointment within 30 days after the retiring Agent gives Agent's giving of notice of its resignation resignation, then the Company may (if the resignation is at the request of the Company) or the retiring Agent may (but shall not be obligated to)may, on behalf of the Lenders and the Issuing BanksLenders, with the consent of the Company so long as appoint a successor Agent, which shall be a Lender which has an office in New York, New York and, provided no Event of Default has occurred and is continuing, appoint a successor Agent meeting which shall be reasonably acceptable to the qualifications set forth above. Whether or not a successor has been appointedBorrower, such resignation shall become effective no earlier than three Business Days after the date in such notice (the “Resignation Effective Date”). (b) If the Person serving as Agent is a Defaulting Lender pursuant to clause (b) of the definition thereof, each of the Company and the Required Lenders may, to the extent permitted by applicable law, by notice in writing to such Person and, if such notice is given by the Required Lenders, to the Company, remove such Person as Agent and, the Required Lenders may, with the consent of the Company so long as no Event of Default has occurred and is continuing, appoint a successor. If no such successor shall have been so appointed by the Required Lenders and shall have accepted such appointment within 30 days (or such earlier day as shall be agreed by the Required Lenders) (the “Removal Effective Date”), then such removal shall nonetheless become effective in accordance with such notice on the Removal Effective Date. (c) With effect from the Resignation Effective Date or the Removal Effective Date (as applicable) (1) the retiring or removed Agent shall be discharged from its duties and obligations hereunder and under the Notes and (2) except for any indemnity payments owed to the retiring or removed Agent, all payments, communications and determinations provided acceptance not to be made by, to unreasonably withheld or through the Agent shall instead be made by or to each Lender and Issuing Bank directly, until such time, if any, as the delayed. The Required Lenders or the Company appoint retiring Agent shall upon the appointment of a successor Agent as provided for abovepromptly so notify the Borrower, the Guarantors and the other Lenders. Upon the acceptance of a successor’s any appointment as Agent hereunderhereunder by a successor Agent, such successor Agent shall thereupon succeed to and become vested with all of the rights, powers, privileges and duties of the retiring or removed Agent (other than any rights to indemnity payments owed to the retiring or removed Agent), and the retiring or removed Agent shall be discharged from all of its duties and obligations hereunder or under the Notes. The fees payable by the Company to a successor Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Company and such successorhereunder. After the any retiring or removed Agent’s 's resignation or removal hereunder and under the Notes, as Agent the provisions of this Article and Section 9.04 7 shall continue in effect for the its benefit of such retiring or removed Agent, its sub agents and their respective Related Parties in respect of any actions taken or omitted to be taken by any of them it while the retiring or removed Agent it was acting as the Agent. (d) Any resignation pursuant to this Section by a Person acting as Agent shall, unless such Person shall notify the Company and the Lenders otherwise, also act to relieve such Person and its Affiliates of any obligation to issue new, or extend existing, Letters of Credit where such issuance or extension is to occur on or after the date that is 60 days after such Person gave notice of such resignation. Upon the acceptance of a successor’s appointment as Agent hereunder, (i) such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring Agent in its capacity (if any) as Issuing Bank, (ii) the retiring Agent in its capacity (if any) as Issuing Bank shall be discharged from all of its respective duties and obligations hereunder or under the Notes in such capacity and (iii) the successor Issuing Bank shall issue letters of credit in substitution for the Letters of Credit, if any, outstanding at the time of such succession or make other arrangement satisfactory to the retiring Issuing Bank to effectively assume the obligations of the retiring Issuing Bank with respect to such Letters of Credit; except, in each case, as may otherwise be agreed by the Company and such successor Agent if the retiring Agent is a Defaulting Lender.

Resignation of Agent. (a) The Agent may at any time and, if the Person acting as the Agent is a Defaulting Lender and the Company so requests, the Agent shall promptly, give notice of its resignation to the Lenders, the Issuing Banks Lenders and the CompanyBorrower. Upon receipt of any such notice of resignation, the Required Lenders shall have the right, with the prior written consent of the Company so long as Borrower if no Event of Default has occurred and is continuingcontinuing (which consent shall not be unreasonably withheld or delayed), to appoint a successor, which shall be a bank with an office in New York, New Yorkthe United States, or an Affiliate of any such bank with an office in New York, New Yorkthe United States. If no such successor shall have been so appointed by the Required Lenders and shall have accepted such appointment within 30 thirty (30) days after the retiring Agent gives notice of its resignation (or such earlier day as shall be agreed by the Required Lenders) (the “Resignation Effective Date”), then the Company may (if the resignation is at the request of the Company) or the retiring Agent may (but shall not be obligated to), on behalf of the Lenders and the Issuing Banks, with the consent of the Company so long as no Event of Default has occurred and is continuingLenders, appoint a successor Agent meeting the qualifications set forth above. Whether or not a successor has been appointed, such resignation shall nonetheless become effective no earlier than three Business Days after the date in accordance with such notice (on the “Resignation Effective Date”). (b) If the Person serving as Agent is a Defaulting Lender pursuant to clause (bd) of the definition thereof, each of the Company and the Required Lenders may, to the extent permitted by applicable law, with the prior written consent of the Borrower if no Default has occurred and is continuing (which consent shall not be unreasonably withheld or delayed), by notice in writing to the Borrower and such Person and, if such notice is given by the Required Lenders, to the Company, remove such Person as Agent and, the Required Lenders may, with the prior written consent of the Company so long as Borrower if no Event of Default has occurred and is continuingcontinuing (which consent shall not be unreasonably withheld or delayed), appoint a successor. If no such successor shall have been so appointed by the Required Lenders and shall have accepted such appointment within 30 days (or such earlier day as shall be agreed by the Required Lenders) (the “Removal Effective Date”), then such removal shall nonetheless become effective in accordance with such notice on the Removal Effective Date. (c) With effect from the Resignation Effective Date or the Removal Effective Date (as applicable) (1i) the retiring or removed Agent shall be discharged from its duties and obligations hereunder and under the Notes other Loan Documents (except that in the case of any collateral held by the Agent on behalf of the Lenders under any of the Loan Documents, the retiring Agent shall continue to hold such collateral until such time as a successor Agent is appointed) and (2ii) except for any indemnity payments owed to the retiring or removed Agent, all payments, communications and determinations provided to be made by, to or through the Agent shall instead be made by or to each Lender and Issuing Bank directly, until such time, if any, as the Required Lenders or the Company appoint a successor Agent as provided for above. Upon the acceptance of a successor’s appointment as Agent hereunder, such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring or removed Agent (other than any rights to indemnity payments owed to the retiring or removed Agent), and the retiring or removed Agent shall be discharged from all of its duties and obligations hereunder or under the Notesother Loan Documents (if not already discharged therefrom as provided above in this paragraph). The fees payable by the Company Borrower to a successor Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Company Borrower and such successor. After the retiring or removed Agent’s resignation or removal hereunder and under the Notesother Loan Documents, the provisions of this Article Article, Sections 9.6, 9.10 and Section 9.04 10.7 shall continue in effect for the benefit of such retiring or removed Agent, its sub 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 Agent was acting as Agent. (d) Any resignation pursuant to this Section by a Person acting as Agent shall, unless such Person shall notify the Company and the Lenders otherwise, also act to relieve such Person and its Affiliates of any obligation to issue new, or extend existing, Letters of Credit where such issuance or extension is to occur on or after the date that is 60 days after such Person gave notice of such resignation. Upon the acceptance of a successor’s appointment as Agent hereunder, (i) such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring Agent in its capacity (if any) as Issuing Bank, (ii) the retiring Agent in its capacity (if any) as Issuing Bank shall be discharged from all of its respective duties and obligations hereunder or under the Notes in such capacity and (iii) the successor Issuing Bank shall issue letters of credit in substitution for the Letters of Credit, if any, outstanding at the time of such succession or make other arrangement satisfactory to the retiring Issuing Bank to effectively assume the obligations of the retiring Issuing Bank with respect to such Letters of Credit; except, in each case, as may otherwise be agreed by the Company and such successor Agent if the retiring Agent is a Defaulting Lender[reserved].

Resignation of Agent. (a) The Agent may at any time andshall have the right to resign as Agent hereunder upon thirty (30) days' prior written notice to Borrower and Lender, if and in the Person acting as event of such resignation, Lender shall appoint a successor Agent which must be an Eligible Institution. No such resignation by Agent shall become effective until a successor Agent shall have accepted such appointment and executed an instrument by which it shall have assumed all of the rights and obligations of Agent hereunder. If no such successor Agent is a Defaulting Lender and the Company so requests, the Agent shall promptly, give notice of its resignation to the Lenders, the Issuing Banks and the Company. Upon appointed within sixty (60) days after receipt of any such the resigning Agent's notice of resignation, the Required Lenders resigning Agent may petition a court for the appointment of a successor Agent. (b) In connection with any resignation by Agent, (i) the resigning Agent shall, at the sole cost of Borrower, (A) duly assign, transfer and deliver to the successor Agent this Agreement and all cash and Permitted Investments held by it hereunder, (B) execute such financing statements and other instruments as may be necessary to assign to the successor Agent the security interest in the Collateral existing in favor of the retiring Agent hereunder and to otherwise give effect to such succession and (C) take such other actions as may be reasonably required by Lender, Borrower or the successor Agent in connection with the foregoing and (ii) the successor Agent shall establish in its name, as secured party, cash collateral accounts, which shall become the Accounts for purposes of this Agreement upon the succession of such Agent. (c) Lender at its sole discretion shall have the right, with the consent of the Company so long as no Event of Default has occurred upon thirty (30) days notice to Agent, and, at its sole cost and is continuingexpense, to appoint a successor, which shall be a bank substitute Agent with an office in New York, New York, or an Affiliate of any such bank with an office in New York, New York. If no such successor shall have been so appointed by the Required Lenders and shall have accepted such appointment within 30 days after the retiring Agent gives notice of its resignation then the Company may (if the resignation is at the request of the Company) or the retiring Agent may (but shall not be obligated to), on behalf of the Lenders and the Issuing Banks, with the consent of the Company so long as no Event of Default has occurred and is continuing, appoint a successor Agent meeting that satisfies the qualifications set forth above. Whether requirements of an Eligible Institution or not a successor has been appointed, such resignation shall become effective no earlier than three Business Days after the date in such notice (the “Resignation Effective Date”). (b) If the Person serving as Agent is a Defaulting Lender pursuant to clause (b) have one or more of the definition thereofAccounts held by another Eligible Institution, each of the Company and the Required Lenders may, to the extent permitted by applicable law, by notice in writing to provided that such Person and, if such notice is given by the Required Lenders, to the Company, remove such Person as Agent and, the Required Lenders may, with the consent of the Company so long as no Event of Default has occurred and is continuing, appoint a successor. If no such successor shall have been so appointed by the Required Lenders and shall have accepted such appointment within 30 days (or such earlier day as shall be agreed by the Required Lenders) (the “Removal Effective Date”), then such removal shall nonetheless become effective in accordance with such notice on the Removal Effective Date. (c) With effect from the Resignation Effective Date or the Removal Effective Date (as applicable) (1) the retiring or removed Agent shall be discharged from its duties and obligations hereunder and under the Notes and (2) except for any indemnity payments owed to the retiring or removed Agent, all payments, communications and determinations provided to be made by, to or through the Agent shall instead be made by or to each Lender and Issuing Bank directly, until such time, if any, as the Required Lenders or the Company appoint a successor Agent as provided for above. Upon the acceptance of a successor’s appointment as Agent hereunder, such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring or removed Agent (other than any rights to indemnity payments owed to the retiring or removed Agent), and the retiring or removed Agent shall be discharged from all of its duties and obligations hereunder or under the Notes. The fees payable by the Company to a successor Agent shall be perform the same as those payable duties of Agent pursuant to its predecessor unless otherwise agreed between the Company and such successor. After the retiring or removed Agent’s resignation or removal hereunder and under the Notes, the provisions terms of this Article and Section 9.04 shall continue in effect for the benefit of such retiring or removed 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 Agent was acting as AgentAgreement. (d) Any resignation pursuant to this Section by a Person acting as Agent shall, unless such Person shall notify the Company and the Lenders otherwise, also act to relieve such Person and its Affiliates of any obligation to issue new, or extend existing, Letters of Credit where such issuance or extension is to occur on or after the date that is 60 days after such Person gave notice of such resignation. Upon the acceptance of a successor’s appointment as Agent hereunder, (i) such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring Agent in its capacity (if any) as Issuing Bank, (ii) the retiring Agent in its capacity (if any) as Issuing Bank shall be discharged from all of its respective duties and obligations hereunder or under the Notes in such capacity and (iii) the successor Issuing Bank shall issue letters of credit in substitution for the Letters of Credit, if any, outstanding at the time of such succession or make other arrangement satisfactory to the retiring Issuing Bank to effectively assume the obligations of the retiring Issuing Bank with respect to such Letters of Credit; except, in each case, as may otherwise be agreed by the Company and such successor Agent if the retiring Agent is a Defaulting Lender.

Resignation of Agent. (a) The Agent may resign at any time and, if the Person acting as the Agent is a Defaulting Lender and the Company so requests, the Agent shall promptly, give by delivering notice of its such resignation to the LendersLenders and Borrower, effective on the Issuing Banks and date set forth in such notice or, if not such date is set forth therein, upon the Companydate such notice shall be effective. Upon receipt of If Agent delivers any such notice of resignationnotice, the Required Lenders shall have the right, with the consent of the Company so long as no Event of Default has occurred and is continuing, right to appoint a successorsuccessor Agent. If, which shall be a bank with an office in New Yorkwithin thirty (30) days after the retiring Agent having given notice of resignation, New York, or an Affiliate of any such bank with an office in New York, New York. If no such successor shall have Agent has been so appointed by the Required Lenders and shall have that has accepted such appointment within 30 days after appointment, then the retiring Agent gives notice of its resignation then the Company may (if the resignation is at the request of the Company) or the retiring Agent may (but shall not be obligated to)may, on behalf of the Lenders and the Issuing Banks, with the consent of the Company so long as no Event of Default has occurred and is continuingLenders, appoint a successor Agent meeting from among the qualifications set forth aboveLenders. Whether or Each appointment under this clause (a) shall be subject to the prior consent of Borrower, which may not be unreasonably withheld but shall not be required during the continuance of a successor has been appointed, such resignation shall become effective no earlier than three Business Days after the date in such notice (the “Resignation Effective Date”)Default. (b) If the Person serving as Agent is a Defaulting Lender pursuant to clause Effective immediately upon its resignation, (b) of the definition thereof, each of the Company and the Required Lenders may, to the extent permitted by applicable law, by notice in writing to such Person and, if such notice is given by the Required Lenders, to the Company, remove such Person as Agent and, the Required Lenders may, with the consent of the Company so long as no Event of Default has occurred and is continuing, appoint a successor. If no such successor shall have been so appointed by the Required Lenders and shall have accepted such appointment within 30 days (or such earlier day as shall be agreed by the Required Lenders) (the “Removal Effective Date”), then such removal shall nonetheless become effective in accordance with such notice on the Removal Effective Date. (c) With effect from the Resignation Effective Date or the Removal Effective Date (as applicable) (1i) the retiring or removed Agent shall be discharged from its duties and obligations hereunder and under the Notes Loan Documents, (ii) the Lenders shall assume and (2) except for any indemnity payments owed to the retiring or removed Agent, all payments, communications and determinations provided to be made by, to or through the Agent shall instead be made by or to each Lender and Issuing Bank directly, until such time, if any, as the Required Lenders or the Company appoint a successor Agent as provided for above. Upon the acceptance of a successor’s appointment as Agent hereunder, such successor shall succeed to and become vested with perform all of the rights, powers, privileges and duties of the retiring or removed Agent (other than any rights to indemnity payments owed to the retiring or removed Agent), and the retiring or removed Agent shall be discharged from all of its duties and obligations hereunder or under the Notes. The fees payable by the Company to until a successor Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Company and such successor. After have accepted a valid appointment hereunder, (iii) the retiring or removed Agent’s resignation or removal hereunder Agent and under the Notes, the provisions of this Article and Section 9.04 its Related Persons shall continue in effect for no longer have the benefit of such retiring or removed Agent, its sub agents and their respective Related Parties in any provision of any Loan Document other than with respect of to any actions taken or omitted to be taken by any of them while the such retiring Agent was, or removed because such Agent was acting as Agent. (d) Any resignation pursuant to this Section by a Person had been, validly acting as Agent shallunder the Loan Documents and (iv) subject to its rights under Section 9.3, unless the retiring Agent shall take such Person shall notify action as may be reasonably necessary to assign to the Company and successor Agent its rights as Agent under the Lenders otherwise, also act to relieve such Person and Loan Documents. Effective immediately upon its Affiliates of any obligation to issue new, or extend existing, Letters of Credit where such issuance or extension is to occur on or after the date that is 60 days after such Person gave notice of such resignation. Upon the acceptance of a successor’s valid appointment as Agent, a successor Agent hereunder, (i) such successor shall succeed to to, and become vested with with, all of the rights, powers, privileges and duties of the retiring Agent in its capacity (if any) as Issuing Bank, (ii) the retiring Agent in its capacity (if any) as Issuing Bank shall be discharged from all of its respective duties and obligations hereunder or under the Notes in such capacity and (iii) the successor Issuing Bank shall issue letters of credit in substitution for the Letters of Credit, if any, outstanding at the time of such succession or make other arrangement satisfactory to the retiring Issuing Bank to effectively assume the obligations of the retiring Issuing Bank with respect to such Letters of Credit; except, in each case, as may otherwise be agreed by the Company and such successor Agent if the retiring Agent is a Defaulting LenderLoan Documents.

Resignation of Agent. (a) The Agent may at any time and, if the Person acting as the Agent is a Defaulting Lender and the Company so requests, the Agent shall promptly, give notice of its resignation to the Lenders, the Issuing Banks and the CompanyBorrower. Upon receipt of any such notice of resignation, the Required Lenders shall have the right, with the consent of the Company so long as no Borrower (such consent not to be required if an Event of Default has occurred and is continuingcontinuing at the time of such resignation — in which event the Required Lenders’ decision shall be in consultation with the Borrower), to appoint a successor, which shall be a bank with an office in New York, New York, or an Affiliate of any such bank with an office in New York, New York. If no such successor shall have been so appointed by the Required Lenders and shall have accepted such appointment within 30 days after the retiring Agent gives notice of its resignation (or such earlier day as shall be agreed by the Required Lenders) (the “Resignation Effective Date”), then the Company may (if the resignation is at the request of the Company) or the retiring Agent may (but shall not be obligated to), on behalf of the Lenders and the Issuing Banks, with the consent of the Company so long as no Event of Default has occurred and is continuing, appoint a successor Agent meeting the qualifications set forth aboveabove with the consent of the Borrower (such consent not to be required if an Event of Default has occurred and is continuing at the time of such assignment). Whether or not a successor has been appointed, such resignation shall become effective no earlier than three Business Days after the date in accordance with such notice (on the “Resignation Effective Date”). (b) If the Person serving as Agent is a Defaulting Lender pursuant to clause (b) of the definition thereofLender, each of the Company and the Required Lenders may, to the extent permitted by applicable law, by notice in writing to such Person and, if such notice is given by and the Required Lenders, to the Company, other parties hereto remove such Person as Agent and, the Required Lenders may, with the consent of the Company so long as no Borrower (such consent not to be required if an Event of Default has occurred and is continuingcontinuing at the time of such appointment), appoint a successor. If no such successor shall have been so appointed by the Required Lenders and shall have accepted such appointment within 30 days (or such earlier day as shall be agreed by the Required Lenders) (the “Removal Effective Date”), then such removal shall nonetheless become effective in accordance with such notice on the Removal Effective Date. (c) With effect from the Resignation Effective Date or the Removal Effective Date (as applicable) (1) the retiring or removed Agent shall be discharged from its duties and obligations hereunder and under the Notes (except that in the case of any collateral security held by the Agent on behalf of the Lenders or the Issuing Banks hereunder, the retiring or removed Agent shall continue to hold such collateral security until such time as a successor Agent is appointed) and (2) except for any indemnity payments owed to the retiring or removed Agent, all payments, communications and determinations provided to be made by, to or through the Agent shall instead be made by or to each Lender and Issuing Bank directly, until such time, if any, as the Required Lenders or the Company appoint a successor Agent as provided for above. Upon the acceptance of a successor’s appointment as Agent hereunder, such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring or removed Agent (other than any rights to indemnity payments owed to the retiring or removed Agent), and the retiring or removed Agent shall be discharged from all of its duties and obligations hereunder or under the Notes. The fees payable by the Company Borrower to a successor Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Company Borrower and such successor. After the retiring or removed Agent’s resignation or removal hereunder and under the Noteshereunder, the provisions of this Article and Section 9.04 8.04 shall continue in effect for the benefit of such retiring or removed Agent, its sub 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 Agent was acting as Agent. (d) Any resignation pursuant to this Section by a Person acting as Agent shall, unless such Person shall notify the Company and the Lenders otherwise, also act to relieve such Person and its Affiliates of any obligation to issue new, or extend existing, Letters of Credit where such issuance or extension is to occur on or after the date that is 60 days after such Person gave notice of such resignation. Upon the acceptance of a successor’s appointment as Agent hereunder, (i) such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring Agent in its capacity (if any) as Issuing Bank, (ii) the retiring Agent in its capacity (if any) as Issuing Bank shall be discharged from all of its respective duties and obligations hereunder or under the Notes in such capacity and (iii) the successor Issuing Bank shall issue letters of credit in substitution for the Letters of Credit, if any, outstanding at the time of such succession or make other arrangement satisfactory to the retiring Issuing Bank to effectively assume the obligations of the retiring Issuing Bank with respect to such Letters of Credit; except, in each case, as may otherwise be agreed by the Company and such successor Agent if the retiring Agent is a Defaulting Lender.

Resignation of Agent. (a) The Each Agent may at any time and, if the Person acting as the Agent is a Defaulting Lender and the Company so requests, the Agent shall promptly, give notice of its resignation to the LendersLenders and Borrower, which resignation will be effective immediately if in the Issuing Banks Agent’s sole reasonable discretion it determines it has a conflict of interest arising from its role as Agent hereunder (such a resignation, a “Conflict Resignation”). An Agent may be removed at any time with or without cause by an instrument or concurrent instruments in writing delivered to Borrower and such Agent and signed by the CompanyRequired Lenders and resulting a successor Agent. Upon such removal receipt of any such notice of resignationresignation other than a Conflict Resignation, the Required Lenders shall have the right, with the consent (not to be unreasonably withheld, delayed or conditioned) of Borrower except after and during the Company so long as no continuance of an Event of Default has occurred and is continuingDefault, to appoint a successor, which shall be a bank with an office in New York, New Yorkthe United States, or an Affiliate of any such bank with an office in New York, New Yorkthe United States. If no such successor shall have been so appointed by the Required Lenders and shall have accepted such appointment within 30 days after the retiring Agent gives notice of its resignation resignation, then the Company may (if the resignation is at the request of the Company) or the retiring Agent may (but shall not be obligated to), on behalf of the Lenders and the Issuing Banks, with the consent of the Company so long as no Event of Default has occurred and is continuing, appoint a successor Agent meeting the qualifications set forth above. Whether above with Borrower’s consent (not be unreasonably withheld, delayed or not a successor conditioned) except after and during the continuance of any Event of Default; provided that (i) if the Agent has been appointed, such resignation given notice of an immediate Conflict Resignation or (ii) if the Agent shall become effective no earlier than three Business Days after the date in such notice (the “Resignation Effective Date”). (b) If the Person serving as Agent is a Defaulting Lender pursuant to clause (b) of the definition thereof, each of the Company notify Borrower and the Required Lenders may, to the extent permitted by applicable law, by notice in writing to such Person and, if such notice is given by the Required Lenders, to the Company, remove such Person as Agent and, the Required Lenders may, with the consent of the Company so long as that no Event of Default qualifying person has occurred and is continuing, appoint a successor. If no such successor shall have been so appointed by the Required Lenders and shall have accepted such appointment within 30 days (or such earlier day as shall be agreed by the Required Lenders) (the “Removal Effective Date”)Borrower has not consented, then such removal resignation shall nonetheless become effective in accordance with such notice on the Removal Effective Date. (c) With effect from the Resignation Effective Date or the Removal Effective Date (as applicable) and (1) the retiring or removed Agent shall be discharged from its duties and obligations hereunder and under the Notes other Loan Documents (except that in the case of any collateral security held by the Collateral Agent on behalf of the Lenders under any of the Loan Documents, the retiring Collateral Agent shall continue to hold such collateral security as nominee until such time as a successor Collateral Agent is appointed) and (2) except for any indemnity payments owed to the retiring or removed Agent, all payments, communications and determinations provided to be made by, to or through the an Agent shall instead be made by or to each Lender and Issuing Bank directly, until such time, if any, time as the Required Lenders Lenders, with Borrower’s consent (not be unreasonably withheld, delayed or conditioned) except after and during the Company continuance of any Event of Default; appoint a successor Agent as provided for aboveabove in this paragraph. Upon the acceptance of a successor’s appointment as Agent hereunder, such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the removed or retiring (or removed Agent (other than any rights to indemnity payments owed to the retiring or removed retired) Agent), and the removed or retiring or removed Agent shall be discharged from all of its duties and obligations hereunder or under the Notesother Loan Documents (if not already discharged therefrom as provided above in this paragraph). The fees payable by the Company Borrower to a successor Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Company Borrower and such successor. After the removed or retiring or removed Agent’s resignation or removal hereunder and under the Notesother Loan Documents, the provisions of this Article IX and Section 9.04 10.03 shall continue in effect for the benefit of such removed or retiring or removed Agent, its sub sub-agents and their respective Related Parties in respect of any actions taken or omitted to be taken by any of them while the removed or retiring or removed Agent was acting as Agent. (d) Any resignation pursuant to this Section by a Person acting as Agent shall, unless such Person shall notify the Company and the Lenders otherwise, also act to relieve such Person and its Affiliates of any obligation to issue new, or extend existing, Letters of Credit where such issuance or extension is to occur on or after the date that is 60 days after such Person gave notice of such resignation. Upon the acceptance of a successor’s appointment as Agent hereunder, (i) such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring Agent in its capacity (if any) as Issuing Bank, (ii) the retiring Agent in its capacity (if any) as Issuing Bank shall be discharged from all of its respective duties and obligations hereunder or under the Notes in such capacity and (iii) the successor Issuing Bank shall issue letters of credit in substitution for the Letters of Credit, if any, outstanding at the time of such succession or make other arrangement satisfactory to the retiring Issuing Bank to effectively assume the obligations of the retiring Issuing Bank with respect to such Letters of Credit; except, in each case, as may otherwise be agreed by the Company and such successor Agent if the retiring Agent is a Defaulting Lender.

Resignation of Agent. (a) The Subject to the appointment and acceptance of a successor Agent as provided below, theThe Administrative Agent or the Collateral Agent may resign at any time andtime, if by notifyinggiving the Person acting as the Agent is a Defaulting Lender Lenders and the Company so requests30 days’ prior written notice, the Agent shall promptly, give notice of its resignation to the Lenders, the Issuing Banks and the Companyresign at any time. Upon receipt of any such notice of resignationresignation of such Agent, the Required Lenders shall have the right, with right subject to the consent prior written approval of the Company so long as no (which approval shall not be unreasonably withheld, delayed or conditioned and shall not be required upon the occurrence and continuance of an Event of Default has occurred and is continuingDefault), to appoint a successor. If no successor Administrative Agent or the Collateral Agent shall have been so appointed by the Required Lenders, with, absent the occurrence and continuance of an Event of Default, the consent of the Company, and shall have accepted such appointment within 30 days after the retiring Agent gives notice of its resignation, then the retiring Agent may, on behalf of the applicable Lenders, appoint a successor Agent which shall be a bank with an office in New York, New York, or an Affiliate of any such bank with an office in New Yorkcapable of performing the duties of the Administrative Agent or Collateral Agent, New Yorkas the case may be. If no such successor shall have Agent has been so appointed pursuant to the immediately preceding sentence by the Required Lenders and 30th day after the date such notice of resignation was given by such AgentNotwithstanding any of the foregoing, such Agent’s resignation shall have accepted such appointment within become effective on the date which falls 30 days after the retiring Agent gives notice of its resignation then the Company may (if the resignation is at the request of the Company) or the retiring Agent may (but shall not be obligated to), on behalf of the Lenders and the Issuing Banks, with the consent of the Company so long as no Event of Default has occurred and is continuing, appoint a successor Agent meeting the qualifications set forth above. Whether or not a successor has been appointed, such resignation shall become effective no earlier than three Business Days after the date in such notice (the “Resignation Effective Date”). (b) If the Person serving as Agent is a Defaulting Lender pursuant to clause (b) of the definition thereof, each of received by the Company and the Required Lenders may, to the extent permitted by applicable law, by notice in writing to such Person and, if such notice is given by the Required Lenders, to the Company, remove such Person as Agent and, and the Required Lenders may, with shall thereafter perform all the consent duties of the Company so long as no Event of Default has occurred and is continuing, appoint a successor. If no such successor shall have been so appointed by the Required Lenders and shall have accepted such appointment within 30 days (or such earlier day as shall be agreed by the Required Lenders) (the “Removal Effective Date”), then such removal shall nonetheless become effective in accordance with such notice on the Removal Effective Date. (c) With effect from the Resignation Effective Date or the Removal Effective Date (as applicable) (1) the retiring or removed Agent shall be discharged from its duties and obligations hereunder and and/or under the Notes and (2) except for any indemnity payments owed to the retiring or removed Agent, all payments, communications and determinations provided to be made by, to or through the Agent shall instead be made by or to each Lender and Issuing Bank directly, other Loan Document until such time, if any, as the Required Lenders or (subject to the prior written approval of the Company to the extent such approval would have been required under the second sentence of this paragraph) appoint a successor Administrative Agent and/or Collateral Agent, as provided for abovethe case may be. Any such resignation by such Agent hereunder shall also constitute, to the extent applicable, its resignation as an Issuing Lender, in which case such resigning Agent (x) shall not be required to issue any further Letters of Credit and (y) shall maintain all of its rights as Issuing Lender with respect to any Letters of Credit issued by it prior to the date of such resignation. Upon the acceptance of a successor’s its appointment as Agent hereunderhereunder by a successor, such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring or removed Agent (other than any rights to indemnity payments owed to the retiring or removed Agent), and the retiring or removed Agent shall be discharged from all of its duties and obligations hereunder or under the Noteshereunder. The fees payable by the Company to a successor Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Company and such successor. After the retiring or removed an Agent’s resignation or removal hereunder and under the Noteshereunder, the provisions of this Article and Section 9.04 10.05 shall continue in effect for the benefit of such retiring or removed Agent, its sub 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 Agent was acting as Agent. (d) Any resignation pursuant to this Section by a Person acting as Agent shall, unless such Person shall notify the Company and the Lenders otherwise, also act to relieve such Person and its Affiliates of any obligation to issue new, or extend existing, Letters of Credit where such issuance or extension is to occur on or after the date that is 60 days after such Person gave notice of such resignation. Upon the acceptance of a successor’s appointment as Agent hereunder, (i) such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring Agent in its capacity (if any) as Issuing Bank, (ii) the retiring Agent in its capacity (if any) as Issuing Bank shall be discharged from all of its respective duties and obligations hereunder or under the Notes in such capacity and (iii) the successor Issuing Bank shall issue letters of credit in substitution for the Letters of Credit, if any, outstanding at the time of such succession or make other arrangement satisfactory to the retiring Issuing Bank to effectively assume the obligations of the retiring Issuing Bank with respect to such Letters of Credit; except, in each case, as may otherwise be agreed by the Company and such successor Agent if the retiring Agent is a Defaulting Lender.

Resignation of Agent. (a) The Agent may at any time and, if the Person acting as the Agent is a Defaulting Lender and the Company so requests, the Agent shall promptly, give notice of its resignation to the Lenders, the Issuing Banks L/C Issuer and the CompanyBorrower. Upon receipt of any such notice of resignation, the Required Lenders shall have the right, with the prior written consent of the Company so long as Borrower if no Event of Default has occurred and is continuingcontinuing (which consent shall not be unreasonably withheld or delayed), to appoint a successor, which shall be a bank with an office in New York, New Yorkthe United States, or an Affiliate of any such bank with an office in New York, New Yorkthe United States. If no such successor shall have been so appointed by the Required Lenders and shall have accepted such appointment within 30 thirty (30) days after the retiring Agent gives notice of its resignation (or such earlier day as shall be agreed by the Required Lenders) (the “Resignation Effective Date”), then the Company may (if the resignation is at the request of the Company) or the retiring Agent may (but shall not be obligated to), on behalf of the Lenders and the Issuing Banks, with the consent of the Company so long as no Event of Default has occurred and is continuingL/C Issuer, appoint a successor Agent meeting the qualifications set forth above. Whether or not a successor has been appointed, such resignation shall nonetheless become effective no earlier than three Business Days after the date in accordance with such notice (on the “Resignation Effective Date”). (b) If the Person serving as Agent is a Defaulting Lender pursuant to clause (bd) of the definition thereof, each of the Company and the Required Lenders may, to the extent permitted by applicable law, with the prior written consent of the Borrower if no Default has occurred and is continuing (which consent shall not be unreasonably withheld or delayed), by notice in writing to the Borrower and such Person and, if such notice is given by the Required Lenders, to the Company, remove such Person as Agent and, the Required Lenders may, with the prior written consent of the Company so long as Borrower if no Event of Default has occurred and is continuingcontinuing (which consent shall not be unreasonably withheld or delayed), appoint a successor. If no such successor shall have been so appointed by the Required Lenders and shall have accepted such appointment within 30 days (or such earlier day as shall be agreed by the Required Lenders) (the “Removal Effective Date”), then such removal shall nonetheless become effective in accordance with such notice on the Removal Effective Date. (c) With effect from the Resignation Effective Date or the Removal Effective Date (as applicable) (1i) the retiring or removed Agent shall be discharged from its duties and obligations hereunder and under the Notes other Loan Documents (except that in the case of any collateral held by the Agent on behalf of the Lenders or the L/C Issuer under any of the Loan Documents, the retiring Agent shall continue to hold such collateral until such time as a successor Agent is appointed) and (2ii) except for any indemnity payments owed to the retiring or removed Agent, all payments, communications and determinations provided to be made by, to or through the Agent shall instead be made by or to each Lender and Issuing Bank the L/C Issuer directly, until such time, if any, as the Required Lenders or the Company appoint a successor Agent as provided for above. Upon the acceptance of a successor’s appointment as Agent hereunder, such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring or removed Agent (other than any rights to indemnity payments owed to the retiring or removed Agent), and the retiring or removed Agent shall be discharged from all of its duties and obligations hereunder or under the Notesother Loan Documents (if not already discharged therefrom as provided above in this paragraph). The fees payable by the Company Borrower to a successor Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Company Borrower and such successor. After the retiring or removed Agent’s resignation or removal hereunder and under the Notesother Loan Documents, the provisions of this Article Article, Sections 9.6, 9.10 and Section 9.04 10.7 shall continue in effect for the benefit of such retiring or removed Agent, its sub 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 Agent was acting as Agent. (d) Any resignation by Wells Fargo, as Agent pursuant to this Section by a Person acting shall also constitute its resignation as Agent shall, unless such Person shall notify the Company and the Lenders otherwise, also act to relieve such Person and its Affiliates of any obligation to issue new, or extend existing, Letters of Credit where such issuance or extension is to occur on or after the date that is 60 days after such Person gave notice of such resignationL/C Issuer. Upon the acceptance of a successor’s appointment as Agent hereunder, (i) such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring Agent in its capacity (if any) as Issuing BankL/C Issuer, (ii) the retiring Agent in its capacity (if any) as Issuing Bank L/C Issuer shall be discharged from all of its respective duties and obligations hereunder or under the Notes in such capacity other Loan Documents, and (iii) the successor Issuing Bank L/C Issuer shall issue letters of credit in substitution for the Letters of Credit, if any, outstanding at the time of such succession or make other arrangement arrangements satisfactory to the retiring Issuing Bank L/C Issuer to effectively assume the obligations of the retiring Issuing Bank L/C Issuer with respect to such Letters of Credit; except, in each case, as may otherwise be agreed by the Company and such successor Agent if the retiring Agent is a Defaulting Lender.

Resignation of Agent. (a) The Agent may at any time and, if the Person acting as the Agent is a Defaulting Lender and the Company so requests, the Agent shall promptly, give notice of its resignation to the Lenders, the Issuing Banks Lenders and the CompanyBorrower. Upon receipt of any such notice of resignation, the Required Lenders shall have the right, with approval from the consent of the Company Borrower (so long as no Event of Default has occurred and is continuing), to appoint a successor, which shall such approval not to be a bank with an office in New York, New York, unreasonably withheld or an Affiliate of any such bank with an office in New York, New Yorkdelayed. If no such successor shall have been so appointed by the Required Lenders and shall have accepted such appointment within 30 thirty (30) days after the retiring Agent gives notice of its resignation resignation, then the Company Borrower (so long as no Event of Default has occurred and is continuing) may (if appoint a successor agent, which successor may be replaced by the resignation is at the request of the Company) or the retiring Agent may (but shall not be obligated to)Required Lenders; provided that such replacement is, on behalf of the Lenders and the Issuing Banks, with the consent of the Company so long as no Event of Default has occurred and is continuing, appoint a successor Agent meeting the qualifications set forth above. Whether or not a successor has been appointed, such resignation shall become effective no earlier than three Business Days after the date in such notice (the “Resignation Effective Date”). (b) If the Person serving as Agent is a Defaulting Lender pursuant to clause (b) of the definition thereof, each of the Company and the Required Lenders may, reasonably acceptable to the extent permitted by applicable law, by notice in writing to such Person and, if such notice is given by the Required Lenders, to the Company, remove such Person as Agent and, the Required Lenders may, with the consent of the Company so long as no Event of Default has occurred and is continuing, appoint a successorBorrower. If no such successor shall have been so appointed by the Required Lenders and shall have accepted such appointment or the Borrower within 30 sixty (60) days after the retiring Agent gives notice of its resignation (or such earlier day date as shall be agreed by the Required Lenders) (the “Removal Effective Date”), then the retiring Agent may (but shall not be obligated to) on behalf of the Lenders and the Issuing Lenders, appoint a successor Agent; provided that if the Agent shall notify the Borrower and the Lenders that no qualifying Person has accepted such removal appointment, then such resignation shall nonetheless become effective in accordance with such notice on the Removal Effective Date. and (c) With effect from the Resignation Effective Date or the Removal Effective Date (as applicable) (1a) the retiring or removed Agent shall be discharged from its duties and obligations hereunder and under the Notes other Loan Documents (except that in the case of collateral security, if any, held by the Agent on behalf of the Lenders or the Issuing Lenders under any of the Loan Documents, the retiring Agent shall continue to hold such collateral security until such time as a successor Agent is appointed) and (2b) except for any indemnity payments owed to the retiring or removed Agent, all payments, communications and determinations provided to be made by, to or through the Agent shall instead be made by or to each Lender and each Issuing Bank Lender directly, until such time, if any, time as the Required Lenders or the Company appoint a successor Agent as provided for aboveabove in this Section 7.06. Upon the acceptance of a successor’s appointment as Agent hereunder, such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring (or removed retired) Agent (other than any rights to indemnity payments owed to the retiring (or removed retired) Agent), and the retiring or removed Agent shall be discharged from all of its duties and obligations hereunder or under the Notesother Loan Documents (if not already discharged therefrom as provided above in this Section). The fees payable by the Company Borrower to a successor Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Company Borrower and such successor. After the retiring or removed Agent’s resignation or removal hereunder and under the Notesother Loan Documents, the provisions of this Article 7 and Section 9.04 8.04 shall continue in effect for the benefit of such retiring or removed Agent, its sub agents sub‑agents and their respective Related Parties Affiliates in respect of any actions taken or omitted to be taken by any of them while the retiring or removed Agent was acting as Agent. (d) Any resignation pursuant to . If PNC resigns as Agent under this Section by a Person acting 7.06, PNC shall also resign as Agent shall, unless such Person shall notify the Company and the Lenders otherwise, also act to relieve such Person and its Affiliates of any obligation to issue new, or extend existing, Letters of Credit where such issuance or extension is to occur on or after the date that is 60 days after such Person gave notice of such resignationan Issuing ▇▇▇▇▇▇. Upon the acceptance appointment of a successor’s appointment as successor Agent hereunder, such successor shall (i) such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of PNC as the retiring Issuing Lender and Agent in its capacity (if any) as Issuing Bank, (ii) the retiring Agent in its capacity (if any) as Issuing Bank and PNC shall be discharged from all of its respective duties and obligations hereunder or as Issuing Lender and Agent under the Notes in such capacity Loan Documents, and (iiiii) the successor Issuing Bank shall issue letters of credit in substitution for the Letters of CreditCredit issued by PNC, if any, outstanding at the time of such succession or make other arrangement satisfactory to the retiring Issuing Bank PNC to effectively assume the obligations of the retiring Issuing Bank PNC with respect to such Letters of Credit; except, in each case, as may otherwise be agreed by the Company and such successor Agent if the retiring Agent is a Defaulting Lender.

Resignation of Agent. (a) The Agent or the Term Loan Agent may at any time and, if the Person acting as the Agent is a Defaulting Lender and the Company so requests, the Agent shall promptly, give written notice of its resignation to the Lenders, the Issuing Banks Lenders and the CompanyLead Borrower. Upon receipt of any such notice of resignationresignation (a) from the Agent, the Required Revolving Lenders shall have the right, with the consent of the Company so long as no Event of Default has occurred and is continuing, right to appoint a successor, which shall be a bank with an office in New York, New Yorkthe United States, or an Affiliate of any such bank with an office in New Yorkthe United States or (b) from the Term Loan Agent, New Yorkthe Required Term Lenders shall have the right to appoint a successor, which shall be a Term Loan Lender, or an Affiliate of any such Term Loan Lender, in each case, which successor agent shall (unless an Event of Default shall have occurred and be continuing) be subject to approval by the Lead Borrower (which approval shall not be unreasonably withheld or delayed). If no such successor shall have been so appointed by the Required Revolving Lenders or the Required Term Lenders, as applicable, and shall have accepted such appointment within 30 thirty (30) days after the retiring Agent or Term Loan Agent gives notice of its resignation resignation, then the Company may (if the resignation is at the request of the Company) or the retiring Agent may (but shall not be obligated to)or Term Loan Agent may, on behalf of the Revolving Lenders and the Issuing Banks, with L/C Issuer (in the consent case of the Company so long as no Event Agent) or on behalf of Default has occurred and is continuingthe Term Lenders (in the case of the Term Loan Agent), appoint a successor Agent or Term Loan Agent, as applicable, meeting the qualifications set forth above. Whether or not a , which successor has been appointed, such resignation agent shall become effective no earlier than three Business Days after the date in such notice (the “Resignation Effective Date”). (b) If the Person serving as Agent is a Defaulting Lender pursuant to clause (b) of the definition thereof, each of the Company and the Required Lenders may, to the extent permitted by applicable law, by notice in writing to such Person and, if such notice is given by the Required Lenders, to the Company, remove such Person as Agent and, the Required Lenders may, with the consent of the Company so long as no unless an Event of Default has shall have occurred and is be continuing, appoint a successor. If no such successor shall have been so appointed ) be subject to approval by the Required Lead Borrower (which approval shall not be unreasonably withheld or delayed); provided, that if the Agent or the Term Loan Agent, as applicable, shall notify the Lead Borrower and the Lenders and shall have that no qualifying Person has accepted such appointment within 30 days (or such earlier day as shall be agreed by the Required Lenders) (the “Removal Effective Date”)appointment, then such removal resignation shall nonetheless become effective in accordance with such notice on the Removal Effective Date. (c) With effect from the Resignation Effective Date or the Removal Effective Date (as applicable) and (1) the retiring Agent or removed Agent Term Loan Agent, as applicable, shall be discharged from its duties and obligations hereunder and under the Notes other Loan Documents (except that in the case of any Collateral held by the Agent on behalf of the Lenders or the L/C Issuer under any of the Loan Documents, the retiring Agent shall continue to hold such collateral security until such time as a successor Agent is appointed) and (2) except for any indemnity payments owed to the retiring or removed Agent, all payments, communications and determinations provided to be made by, to or through the Agent or the Term Loan Agent, as applicable, shall instead be made by or to each Lender and Issuing Bank the L/C Issuer directly, until such time, if any, time as the Required Applicable Lenders or the Company appoint a successor Agent or Term Loan Agent as provided for aboveabove in this Section. Upon the acceptance of a successor’s appointment as Agent or Term Loan Agent hereunder, such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring (or removed retired) Agent (other than any rights to indemnity payments owed to the retiring or removed of Term Loan Agent), and the retiring Agent or removed Term Loan Agent shall be discharged from all of its duties and obligations hereunder or under the Notesother Loan Documents (if not already discharged therefrom as provided above in this Section). The fees payable by the Company Borrowers to a successor Agent or Term Loan Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Company Lead Borrower and such successor. After the retiring Agent’s or removed Term Loan Agent’s resignation or removal hereunder and under the Notesother Loan Documents, the provisions of this Article and Section 9.04 10.04 shall continue in effect for the benefit of such retiring Agent or removed Term Loan Agent, its sub agents and their respective Related Parties in respect of any actions taken or omitted to be taken by any of them while the retiring Agent or removed Term Loan Agent was acting as Agent. (d) in such capacity hereunder. Any resignation by ▇▇▇▇▇ Fargo as Agent pursuant to this Section by a Person acting shall also constitute its resignation as Agent shall, unless such Person shall notify the Company Swing Line Lender and the Lenders otherwise, also act to relieve such Person and its Affiliates resignation of any obligation to issue new, or extend existing, Letters of Credit where such issuance or extension is to occur on or after the date that is 60 days after such Person gave notice of such resignation▇▇▇▇▇ Fargo as L/C Issuer. Upon the acceptance of a successor’s appointment as Agent hereunder, (ia) such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring Agent in its capacity (if any) as Issuing BankL/C Issuer and Swing Line Lender, (iib) the retiring Agent in its capacity (if any) as Issuing Bank L/C Issuer and Swing Line Lender shall be discharged from all of its their respective duties and obligations hereunder or under the Notes in such capacity other Loan Documents, and (iiic) the successor Issuing Bank L/C Issuer shall issue letters of credit in substitution for the Letters of Credit, if any, outstanding at the time of such succession or make other arrangement arrangements satisfactory to the retiring Issuing Bank L/C Issuer to effectively assume the obligations of the retiring Issuing Bank L/C Issuer with respect to such Letters of Credit; except, in each case, as may otherwise be agreed by the Company and such successor Agent if the retiring Agent is a Defaulting Lender.

Resignation of Agent. (a) The Agent may resign at any time and, if the Person acting as the Agent is a Defaulting Lender and the Company so requests, the Agent shall promptly, give by giving 60 days prior written notice of its resignation thereof to the Revolving Credit Lenders, the Issuing Banks and the Company. Upon receipt of any such notice of resignation, the Required SuperMajority Lenders shall have the rightright to appoint a successor to such Agent (and if no Event of Default has occurred, with the consent of the Company so long as Lead Borrower, not to be unreasonably withheld and, in any event, deemed given by the Lead Borrower if no Event written objection is provided by the Lead Borrower to the (resigning) Agent within seven (7) Business Days notice of Default has occurred and is continuing, to appoint a successor, which shall be a bank with an office in New York, New York, or an Affiliate of any such bank with an office in New York, New Yorkproposed appointment). If no such a successor Agent shall not have been so appointed by the Required Lenders and shall have accepted such appointment within 30 days after the retiring Agent gives giving of notice of its resignation by the resigning Agent, then the Company resigning Agent may (if the resignation is at the request appoint a successor Agent, which shall be a financial institution having a combined capital and surplus in excess of $1,000,000,000.00. The consent of the CompanyLead Borrower otherwise required by this Section 14:14-10(a) or the retiring Agent may (but shall not be obligated to), on behalf of the Lenders and the Issuing Banks, with the consent of the Company so long as no required if an Event of Default has occurred and is continuing, appoint a successor Agent meeting the qualifications set forth above. Whether or not a successor has been appointed, such resignation shall become effective no earlier than three Business Days after the date in such notice (the “Resignation Effective Date”)occurred. (b) If Upon the Person serving acceptance of any appointment as Agent is hereunder by a Defaulting Lender pursuant to clause (b) of the definition thereofsuccessor Agent, each of the Company and the Required Lenders may, to the extent permitted by applicable law, by notice in writing to such Person and, if such notice is given by the Required Lenders, to the Company, remove such Person as Agent and, the Required Lenders may, with the consent of the Company so long as no Event of Default has occurred and is continuing, appoint a successor. If no such successor shall have been thereupon succeed to, and become vested with, all the rights, powers, privileges, and duties of the (resigning) Agent so appointed replaced, and the (resigning) Agent shall be discharged from the (resigning) Agent's duties and obligations hereunder, other than on account of any responsibility for any action taken or omitted to be taken by the Required Lenders and shall have accepted (resigning) Agent as to which a final judicial determination has been or is made (in a proceeding in which the (resigning) Person has had an opportunity to be heard) that such appointment within 30 days (Person had acted in a grossly negligent manner or such earlier day as shall be agreed by the Required Lenders) (the “Removal Effective Date”), then such removal shall nonetheless become effective in accordance with such notice on the Removal Effective Datebad faith. (c) With effect from the Resignation Effective Date or the Removal Effective Date (as applicable) (1) the After any retiring or removed Agent shall be discharged from its duties and obligations hereunder and under the Notes and (2) except for any indemnity payments owed to the retiring or removed Agent, all payments, communications and determinations provided to be made by, to or through the Agent shall instead be made by or to each Lender and Issuing Bank directly, until such time, if any, as the Required Lenders or the Company appoint a successor Agent as provided for above. Upon the acceptance of a successor’s appointment as Agent hereunder, such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring or removed Agent (other than any rights to indemnity payments owed to the retiring or removed Agent), and the retiring or removed Agent shall be discharged from all of its duties and obligations hereunder or under the Notes. The fees payable by the Company to a successor Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Company and such successor. After the retiring or removed Agent’s resignation or removal hereunder and under the Notes's resignation, the provisions of this Article Agreement and Section 9.04 of all other Loan Documents shall continue in effect for the retiring Person's benefit of such retiring or removed Agent, its sub agents and their respective Related Parties in respect of any actions taken or omitted to be taken by any of them it while the retiring or removed Agent it was acting as Agent. (d) Any resignation pursuant to this Section by a Person acting as Agent shall, unless such Person shall notify the Company and the Lenders otherwise, also act to relieve such Person and its Affiliates of any obligation to issue new, or extend existing, Letters of Credit where such issuance or extension is to occur on or after the date that is 60 days after such Person gave notice of such resignation. Upon the acceptance of a successor’s appointment as Agent hereunder, (i) such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring Agent in its capacity (if any) as Issuing Bank, (ii) the retiring Agent in its capacity (if any) as Issuing Bank shall be discharged from all of its respective duties and obligations hereunder or under the Notes in such capacity and (iii) the successor Issuing Bank shall issue letters of credit in substitution for the Letters of Credit, if any, outstanding at the time of such succession or make other arrangement satisfactory to the retiring Issuing Bank to effectively assume the obligations of the retiring Issuing Bank with respect to such Letters of Credit; except, in each case, as may otherwise be agreed by the Company and such successor Agent if the retiring Agent is a Defaulting Lender.

Resignation of Agent. (a) The Agent may resign at any time and, if the Person acting as the Agent is a Defaulting Lender and the Company so requests, the Agent shall promptly, give by giving 60 days prior written notice of its resignation thereof to the Revolving Credit Lenders, the Issuing Banks and the Company. Upon receipt of any such notice of resignation, the Required SuperMajority Lenders shall have the rightright to appoint a successor to such Agent (and if no Event of Default has occurred, with the consent of the Company so long as Lead Borrower, not to be unreasonably withheld and, in any event, deemed given by the Lead Borrower if no Event written objection is provided by the Lead Borrower to the (resigning) Agent within seven (7) Business Days notice of Default has occurred and is continuing, to appoint a successor, which shall be a bank with an office in New York, New York, or an Affiliate of any such bank with an office in New York, New Yorkproposed appointment). If no such a successor Agent shall not have been so appointed by the Required Lenders and shall have accepted such appointment within 30 days after the retiring Agent gives giving of notice of its resignation by the resigning Agent, then the Company resigning Agent may (if the resignation is at the request appoint a successor Agent, which shall be a financial institution having a combined capital and surplus in excess of $100 Million. The consent of the CompanyLead Borrower otherwise required by this Section 15.10(a) or the retiring Agent may (but shall not be obligated to), on behalf of the Lenders and the Issuing Banks, with the consent of the Company so long as no required if an Event of Default has occurred and is continuing, appoint a successor Agent meeting the qualifications set forth above. Whether or not a successor has been appointed, such resignation shall become effective no earlier than three Business Days after the date in such notice (the “Resignation Effective Date”)occurred. (b) If Upon the Person serving acceptance of any appointment as Agent is hereunder by a Defaulting Lender pursuant to clause (b) of the definition thereofsuccessor Agent, each of the Company and the Required Lenders may, to the extent permitted by applicable law, by notice in writing to such Person and, if such notice is given by the Required Lenders, to the Company, remove such Person as Agent and, the Required Lenders may, with the consent of the Company so long as no Event of Default has occurred and is continuing, appoint a successor. If no such successor shall have been thereupon succeed to, and become vested with, all the rights, powers, privileges, and duties of the (resigning) Agent so appointed replaced, and the (resigning) Agent shall be discharged from the (resigning) Agent's duties and obligations hereunder, other than on account of any responsibility for any action taken or omitted to be taken by the Required Lenders and shall have accepted (resigning) Agent as to which a final judicial determination has been or is made (in a proceeding in which the (resigning) Person has had an opportunity to be heard) that such appointment within 30 days (Person had acted in a grossly negligent manner or such earlier day as shall be agreed by the Required Lenders) (the “Removal Effective Date”), then such removal shall nonetheless become effective in accordance with such notice on the Removal Effective Datebad faith. (c) With effect from the Resignation Effective Date or the Removal Effective Date (as applicable) (1) the After any retiring or removed Agent shall be discharged from its duties and obligations hereunder and under the Notes and (2) except for any indemnity payments owed to the retiring or removed Agent, all payments, communications and determinations provided to be made by, to or through the Agent shall instead be made by or to each Lender and Issuing Bank directly, until such time, if any, as the Required Lenders or the Company appoint a successor Agent as provided for above. Upon the acceptance of a successor’s appointment as Agent hereunder, such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring or removed Agent (other than any rights to indemnity payments owed to the retiring or removed Agent), and the retiring or removed Agent shall be discharged from all of its duties and obligations hereunder or under the Notes. The fees payable by the Company to a successor Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Company and such successor. After the retiring or removed Agent’s resignation or removal hereunder and under the Notes's resignation, the provisions of this Article Agreement and Section 9.04 of all other Loan Documents shall continue in effect for the retiring Person's benefit of such retiring or removed Agent, its sub agents and their respective Related Parties in respect of any actions taken or omitted to be taken by any of them it while the retiring or removed Agent it was acting as Agent. (d) Any resignation pursuant to this Section by a Person acting as Agent shall, unless such Person shall notify the Company and the Lenders otherwise, also act to relieve such Person and its Affiliates of any obligation to issue new, or extend existing, Letters of Credit where such issuance or extension is to occur on or after the date that is 60 days after such Person gave notice of such resignation. Upon the acceptance of a successor’s appointment as Agent hereunder, (i) such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring Agent in its capacity (if any) as Issuing Bank, (ii) the retiring Agent in its capacity (if any) as Issuing Bank shall be discharged from all of its respective duties and obligations hereunder or under the Notes in such capacity and (iii) the successor Issuing Bank shall issue letters of credit in substitution for the Letters of Credit, if any, outstanding at the time of such succession or make other arrangement satisfactory to the retiring Issuing Bank to effectively assume the obligations of the retiring Issuing Bank with respect to such Letters of Credit; except, in each case, as may otherwise be agreed by the Company and such successor Agent if the retiring Agent is a Defaulting Lender.

Resignation of Agent. (a) The An Agent may at any time and, if the Person acting as the Agent is a Defaulting Lender and the Company so requests, the Agent shall promptly, give notice of its resignation to the Lenders, the Issuing Banks Lenders and the CompanyBorrower. Upon receipt of any such notice of resignation, the Required Lenders shall have the right, in consultation with the consent of the Company so long as no Borrower (unless an Event of Default has shall have occurred and is continuingbe continuing (and not have been cured or waived), in which case no such consultation shall be required), to appoint a successor, which shall be a bank with an office in New York, New York, or an Affiliate of any such bank with an office in New York, New York. If no such successor shall have been so appointed by the Required Lenders and shall have accepted such appointment within 30 days after the retiring Agent gives notice of its resignation (such 30-day period, the “Lender Appointment Period”), then the Company may (if the resignation is at the request of the Company) or the retiring Agent may (but shall not be obligated to), on behalf of the Lenders and the Issuing Banks, with the consent of the Company so long as no Event of Default has occurred and is continuing, appoint a successor Agent meeting the qualifications set forth above. Whether or not In addition and without any obligation on the part of the retiring Agent to appoint, on behalf of the Lenders, a successor Agent, the retiring Agent may at any time upon or after the end of the Lender Appointment Period notify Borrower and the Lenders that no qualifying Person has been appointed, accepted appointment as successor Agent and of the effective date of such retiring Agent’s resignation which effective date shall become effective be no earlier than three Business Days after the date of such notice. Upon the resignation effective date established in such notice (the “Resignation Effective Date”). (b) If the Person serving as and regardless of whether a successor Agent is a Defaulting Lender pursuant to clause (b) of the definition thereof, each of the Company has been appointed and the Required Lenders may, to the extent permitted by applicable law, by notice in writing to accepted such Person and, if such notice is given by the Required Lenders, to the Company, remove such Person as Agent andappointment, the Required Lenders may, with the consent of the Company so long as no Event of Default has occurred and is continuing, appoint a successor. If no such successor shall have been so appointed by the Required Lenders and shall have accepted such appointment within 30 days (or such earlier day as shall be agreed by the Required Lenders) (the “Removal Effective Date”), then such removal retiring Agent’s resignation shall nonetheless become effective in accordance with such notice on the Removal Effective Date. and (c) With effect from the Resignation Effective Date or the Removal Effective Date (as applicable) (1i) the retiring or removed Agent shall be discharged from its duties and obligations as an Agent hereunder and under the Notes other Margin Loan Documentation but shall not be relieved of any of its obligations as a Lender and (2ii) except for any indemnity payments owed to the retiring or removed Agent, all payments, communications and determinations provided to be made by, to or through the such Agent shall instead be made by or to each Lender and Issuing Bank directly, until such time, if any, time as the Required Lenders or the Company appoint a successor Agent as provided for aboveabove in this paragraph. The successor shall be consented to by Borrower at all times other than during the existence of an Event of Default that has not been cured or waived (which consent of Borrower shall not be unreasonably withheld or delayed). Upon the acceptance of a successor’s appointment as an Agent hereunder, such successor shall succeed to and become vested with all of the rights, powers, privileges and duties as an Agent of the retiring (or removed Agent (other than any rights to indemnity payments owed to the retiring or removed retired) Agent), and the retiring or removed Agent shall be discharged from all of its duties and obligations as an Agent hereunder or and/or under the Notesother Margin Loan Documentation but shall not be relieved of any of its obligations as a Lender (if not already discharged therefrom as provided above in this paragraph). The fees payable by the Company Borrower to a successor Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Company Borrower and such successor. After the retiring or removed Agent’s resignation or removal hereunder and under the Notesother Margin Loan Documentation, the provisions of this Article and Section 9.04 8 shall continue in effect for the benefit of such retiring or removed 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 Agent was acting as an Agent. (d) Any resignation pursuant . Notwithstanding anything herein to this Section by the contrary, if at any time any Agent ceases to be a Person acting Lender hereunder, such Agent shall be deemed to have provided its notice of resignation, which notice shall be automatically effective as Agent shall, unless such Person shall notify the Company and the Lenders otherwise, also act to relieve such Person and its Affiliates of any obligation to issue new, or extend existing, Letters of Credit where such issuance or extension is to occur on or after the date that is 60 days after such Person gave notice of such resignation. Upon the acceptance of Agent ceased to be a successor’s appointment as Agent Lender hereunder, (i) such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring Agent in its capacity (if any) as Issuing Bank, (ii) the retiring Agent in its capacity (if any) as Issuing Bank shall be discharged from all of its respective duties and obligations hereunder or under the Notes in such capacity and (iii) the successor Issuing Bank shall issue letters of credit in substitution for the Letters of Credit, if any, outstanding at the time of such succession or make other arrangement satisfactory to the retiring Issuing Bank to effectively assume the obligations of the retiring Issuing Bank with respect to such Letters of Credit; except, in each case, as may otherwise be agreed by the Company and such successor Agent if the retiring Agent is a Defaulting Lender.

Resignation of Agent. (a) The Agent may resign at any time and, if the Person acting as the Agent is a Defaulting Lender and the Company so requests, the Agent shall promptly, give by delivering notice of its such resignation to the Lenders, the Issuing Banks Lenders and the CompanyBorrower Representative, effective on the date set forth in such notice or, if no such date is set forth therein, upon the date such notice shall be effective. Upon receipt of If the Agent delivers any such notice of resignationnotice, the Required Lenders shall have the right, with the consent of the Company so long as no Event of Default has occurred and is continuing, right to appoint a successorsuccessor Agent. If, which shall be a bank with an office in New York, New York, or an Affiliate of any such bank with an office in New York, New York. If no such successor shall have been so appointed by the Required Lenders and shall have accepted such appointment within 30 days after the retiring Agent gives having given notice of its resignation resignation, no successor Agent has been appointed by the Required Lenders that has accepted such appointment, then the Company may (if the resignation is at the request of the Company) or the retiring Agent may (but shall not be obligated to)may, on behalf of the Lenders and the Issuing Banks, with the consent of the Company so long as no Event of Default has occurred and is continuingLenders, appoint a successor Agent meeting from among the qualifications set forth aboveLenders. Whether or Each appointment under this clause (a) shall be subject to the prior consent of the Borrowers, which may not a successor has been appointed, such resignation be unreasonably withheld but shall become effective no earlier than three Business Days after not be required during the date in such notice (the “Resignation Effective Date”)continuance of an Event of Default. (b) If the Person serving as Agent is a Defaulting Lender pursuant to clause Effective immediately upon its resignation, (b) of the definition thereof, each of the Company and the Required Lenders may, to the extent permitted by applicable law, by notice in writing to such Person and, if such notice is given by the Required Lenders, to the Company, remove such Person as Agent and, the Required Lenders may, with the consent of the Company so long as no Event of Default has occurred and is continuing, appoint a successor. If no such successor shall have been so appointed by the Required Lenders and shall have accepted such appointment within 30 days (or such earlier day as shall be agreed by the Required Lenders) (the “Removal Effective Date”), then such removal shall nonetheless become effective in accordance with such notice on the Removal Effective Date. (c) With effect from the Resignation Effective Date or the Removal Effective Date (as applicable) (1i) the retiring or removed Agent shall be discharged from its duties and obligations hereunder and under the Notes Loan Documents, (ii) the Lenders shall assume and (2) except for any indemnity payments owed to the retiring or removed Agent, all payments, communications and determinations provided to be made by, to or through the Agent shall instead be made by or to each Lender and Issuing Bank directly, until such time, if any, as the Required Lenders or the Company appoint a successor Agent as provided for above. Upon the acceptance of a successor’s appointment as Agent hereunder, such successor shall succeed to and become vested with perform all of the rights, powers, privileges and duties of the retiring or removed Agent (other than any rights to indemnity payments owed to the retiring or removed Agent), and the retiring or removed Agent shall be discharged from all of its duties and obligations hereunder or under the Notes. The fees payable by the Company to until a successor Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Company and such successor. After have accepted a valid appointment hereunder, (iii) the retiring or removed Agent’s resignation or removal hereunder Agent and under the Notes, the provisions of this Article and Section 9.04 its Related Persons shall continue in effect for no longer have the benefit of such retiring or removed Agent, its sub agents and their respective Related Parties in any provision of any Loan Document other than with respect of to any actions taken or omitted to be taken by any of them while the such retiring Agent was, or removed because such Agent was acting as Agent. (d) Any resignation pursuant to this Section by a Person had been, validly acting as Agent shallunder the Loan Documents and (iv) subject to its rights under Section 8.3, unless the retiring Agent shall take such Person shall notify action as may be reasonably necessary to assign to the Company and successor Agent its rights as Agent under the Lenders otherwise, also act to relieve such Person and Loan Documents. Effective immediately upon its Affiliates of any obligation to issue new, or extend existing, Letters of Credit where such issuance or extension is to occur on or after the date that is 60 days after such Person gave notice of such resignation. Upon the acceptance of a successor’s valid appointment as Agent, a successor Agent hereunder, (i) such successor shall succeed to to, and become vested with with, all of the rights, powers, privileges and duties of the retiring Agent in its capacity (if any) as Issuing Bank, (ii) the retiring Agent in its capacity (if any) as Issuing Bank shall be discharged from all of its respective duties and obligations hereunder or under the Notes in such capacity and (iii) the successor Issuing Bank shall issue letters of credit in substitution for the Letters of Credit, if any, outstanding at the time of such succession or make other arrangement satisfactory to the retiring Issuing Bank to effectively assume the obligations of the retiring Issuing Bank with respect to such Letters of Credit; except, in each case, as may otherwise be agreed by the Company and such successor Agent if the retiring Agent is a Defaulting LenderLoan Documents.

Resignation of Agent. (a) The Subject to the appointment and acceptance of a -------------------- successor Agent as provided below, the Agent may resign at any time andby giving notice thereof to the Lenders and the Borrower. Upon any such resignation, if (i) the Person acting Majority Lenders without the consent of the Borrower shall have the right to appoint a successor Agent so long as the such successor Agent is also a Defaulting Lender at the time of such appointment and (ii) the Company so requests, the Agent shall promptly, give notice of its resignation to the Lenders, the Issuing Banks and the Company. Upon receipt of any such notice of resignation, the Required Majority Lenders shall have the right, with right to appoint a successor Agent that is not a Lender at the consent time of the Company such appointment so long as no Event of Default has occurred and is continuing, the Borrower consents to appoint a successor, such appointment (which consent shall not be a bank with an office in New York, New York, or an Affiliate of any such bank with an office in New York, New Yorkunreasonably withheld). If no such successor Agent shall have been so appointed by the Required Majority Lenders and shall have accepted such appointment within 30 days after the retiring Agent gives Agent's giving of notice of its resignation resignation, then the Company may (if the resignation is at the request of the Company) or the retiring Agent may (but shall not be obligated to)may, on behalf of the Lenders Lenders, and the Issuing Banks, with the consent of the Company so long as no Event of Default has occurred and is continuingBorrower which shall not be unreasonably withheld, appoint a successor Agent meeting the qualifications set forth aboveAgent. Whether or not a Any successor has been appointed, such resignation shall become effective no earlier than three Business Days after the date in such notice (the “Resignation Effective Date”). (b) If the Person serving as Agent is a Defaulting Lender pursuant to clause (b) of the definition thereof, each of the Company and the Required Lenders may, to the extent permitted by applicable law, by notice in writing to such Person and, if such notice is given by the Required Lenders, to the Company, remove such Person as Agent and, the Required Lenders may, with the consent of the Company so long as no Event of Default has occurred and is continuing, appoint a successor. If no such successor shall have been so appointed by the Required Lenders and shall have accepted such appointment within 30 days (or such earlier day as shall be agreed by the Required Lenders) (the “Removal Effective Date”), then such removal shall nonetheless become effective in accordance with such notice on the Removal Effective Date. (c) With effect from the Resignation Effective Date or the Removal Effective Date (as applicable) (1) the retiring or removed Agent shall be discharged from its duties a bank which has an office in the United States and obligations hereunder a combined capital and under the Notes and (2) except for any indemnity payments owed to the retiring or removed Agent, all payments, communications and determinations provided to be made by, to or through the Agent shall instead be made by or to each Lender and Issuing Bank directly, until such time, if any, as the Required Lenders or the Company appoint a successor Agent as provided for abovesurplus of at least $250,000,000.00. Upon the acceptance of a successor’s any appointment as Agent hereunderhereunder by a successor Agent, such successor Agent shall thereupon succeed to and become vested with all of the rights, powers, privileges and duties of the retiring or removed Agent (other than any rights to indemnity payments owed to the retiring or removed Agent), and the retiring or removed Agent shall be discharged from all of its duties and obligations as Agent thereafter arising hereunder or and under any other Credit Documents, but shall not be discharged from any liabilities for its actions as Agent prior to the Notesdate of discharge. The fees payable by the Company to a Such successor Agent shall be promptly specify by notice to the same as those payable Borrower its principal office referred to its predecessor unless otherwise agreed between the Company in Section 2.1 and such successorSection 2.3 hereof. After the any retiring or removed ----------- ----------- Agent’s 's resignation or removal hereunder and under the Notesas Agent, the provisions of this Article and Section 9.04 8 shall --------- continue in effect for the its benefit of such retiring or removed Agent, its sub agents and their respective Related Parties in respect of any actions taken or omitted to be taken by any of them it while the retiring or removed Agent it was acting as the Agent. (d) Any resignation pursuant to this Section by a Person acting as Agent shall, unless such Person shall notify the Company and the Lenders otherwise, also act to relieve such Person and its Affiliates of any obligation to issue new, or extend existing, Letters of Credit where such issuance or extension is to occur on or after the date that is 60 days after such Person gave notice of such resignation. Upon the acceptance of a successor’s appointment as Agent hereunder, (i) such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring Agent in its capacity (if any) as Issuing Bank, (ii) the retiring Agent in its capacity (if any) as Issuing Bank shall be discharged from all of its respective duties and obligations hereunder or under the Notes in such capacity and (iii) the successor Issuing Bank shall issue letters of credit in substitution for the Letters of Credit, if any, outstanding at the time of such succession or make other arrangement satisfactory to the retiring Issuing Bank to effectively assume the obligations of the retiring Issuing Bank with respect to such Letters of Credit; except, in each case, as may otherwise be agreed by the Company and such successor Agent if the retiring Agent is a Defaulting Lender.

Resignation of Agent. (a) The Agent may at any time and, if the Person acting as the Agent is a Defaulting Lender and the Company so requests, the Agent shall promptly, give notice of its resignation to the LendersBanks, the Issuing Banks Fronting Bank and the CompanyBorrower. Upon receipt of any such notice of resignation, the Required Lenders Banks shall have the right, with the consent approval of the Company so long as no Borrower (such approval not to be unreasonably withheld, conditioned or delayed, and such approval not to be required if an Event of Default has occurred and is continuing), to appoint a successor, which shall be a bank with an office in New York, New Yorkthe United States, or an Affiliate of any such bank with an office in New York, New Yorkthe United States. If no such successor shall have been so appointed by the Required Lenders Banks and shall have accepted such appointment within 30 thirty (30) days after the retiring Agent gives notice of its resignation (or such earlier day as shall be agreed by the Required Banks) (the “Resignation Effective Date”), then the Company may (if the resignation is at the request of the Company) or the retiring Agent may (but shall not be obligated to), ) on behalf of the Lenders Banks and the Issuing Banks, with the consent of the Company so long as no Event of Default has occurred and is continuingFronting Bank, appoint a successor Agent meeting the qualifications set forth above. Whether or not a successor has been appointed, such resignation shall become effective no earlier than three Business Days after the date in accordance with such notice (on the “Resignation Effective Date”). (b) If the Person serving as Agent is a Defaulting Lender Delinquent Bank pursuant to clause (bd) of the definition thereof, each of the Company and the Required Lenders Banks may, to the extent permitted by applicable law, by notice in writing to the Borrower and such Person and, if such notice is given by the Required Lenders, to the Company, remove such Person as Agent and, the Required Lenders may, with the consent approval of the Company so long as no Borrower (such approval not to be unreasonably withheld, conditioned or delayed, and such approval not to be required if an Event of Default has occurred and is continuing), appoint a successor. If no such successor shall have been so appointed by the Required Lenders Banks and shall have accepted such appointment within 30 thirty (30) days (or such earlier day as shall be agreed by the Required LendersBanks) (the “Removal Effective Date”), then such removal shall nonetheless become effective in accordance with such notice on the Removal Effective Date. In addition, the Borrower may remove the Agent in the event that (x) the Person serving as the Agent is a Delinquent Bank pursuant to clause (a)(i), (b) or (d) of the definition thereof or (y) the Person serving as the Agent holds (without participation) less than the Minimum Commitment, provided that the Borrower shall not have such removal right if an Event of Default exists or if the Person serving as the Agent holds less than the Minimum Commitment at any time as a result of the merger or consolidation of any of the other Banks or as a result of events other than the sale by the Agent of any portion of its Commitment. (c) With effect from the Resignation Effective Date or the Removal Effective Date (as applicable) ), (1) the retiring or removed Agent shall be discharged from its duties and obligations hereunder and under the Notes other Loan Documents (provided that such discharge of duties and obligations shall not be deemed to be a waiver or discharge of any claim against the retiring or removed Agent to the extent such claim accrued or relates to the period prior to such discharge of duties and obligations) and (2) except for any indemnity payments or other amounts then owed to the retiring or removed Agent, all payments, communications and determinations provided to be made by, to or through the Agent shall instead be made by or to each Lender Bank and Issuing the Fronting Bank directly, until such time, if any, as the Required Lenders or the Company Banks appoint a successor Agent as provided for above. Upon the acceptance of a successor’s appointment as Agent hereunder, such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring (or removed removed) Agent (other than as provided in §5.2(d) and other than any rights to indemnity payments or other amounts owed to the retiring or removed AgentAgent as of the Resignation Effective Date or the Removal Effective Date, as applicable), and the retiring or removed Agent shall be discharged from all of its duties and obligations hereunder or and under the Notesother Loan Documents, if not already discharged therefrom as provided above in this §16.6 (provided that such discharge of duties and obligations shall not be deemed to be a waiver or discharge of any claim against the retiring or removed Agent to the extent such claim accrued or relates to the period prior to such discharge of duties and obligations). The fees payable by the Company Borrower to a successor Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Company Borrower and such successor. After the retiring or removed Agent’s resignation or removal hereunder and under the Notesother Loan Documents, the provisions of this Article and Section 9.04 §17 shall continue in effect with respect to and, as applicable, for the benefit of such retiring or removed 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 Agent was acting as Agent. (d) Any resignation by, or removal of, BOA as Agent pursuant to this Section by a Person acting §16.6 shall also constitute its resignation or removal as Agent shall, unless such Person shall notify the Company Fronting Bank and U.S. Swingline Lender and the Lenders otherwiseresignation or removal of Banc of America Securities Limited and Bank of America, also act to relieve N.A., Canada Branch as Alternative Currency Swingline Lender. Upon such Person and its Affiliates of any obligation to issue newresignation by, or extend existingremoval of, BOA as Fronting Bank, BOA shall retain all the rights, powers, privileges and duties of the Fronting Bank hereunder with respect to all Letters of Credit where outstanding as of the effective date of its resignation as Fronting Bank and all Letter of Credit Obligations with respect thereto, including the right to require the Banks to make available their respective Commitment Percentages of any Revolving Credit Loan made pursuant to §3.3(a) or Reimbursement Obligation incurred pursuant to §3.3(b)). Upon such issuance resignation by, or extension is removal of, BOA, Banc of America Securities Limited and Bank of America, N.A., Canada Branch as Swingline Lender, BOA, Banc of America Securities Limited and Bank of America, N.A., Canada Branch shall retain all the rights of the Swingline Lender provided for hereunder with respect to occur on or after Swingline Loans made by them and outstanding as of the effective date that is 60 days after such Person gave notice of such resignation, including the right to require the Banks to make Base Rate Loans or purchase participation interests in outstanding Swingline Loans pursuant to §2.8(d). Upon the acceptance of a successor’s appointment as Agent hereunder, (i) such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring Agent in its capacity (if any) as Issuing Bankor removed Fronting Bank and Swingline Lender, (ii) the retiring Agent in its capacity (if any) as Issuing or removed Fronting Bank and Swingline Lender shall be discharged from all of its their respective duties and obligations hereunder or under the Notes in other Loan Documents except those duties and obligations that arose prior to the date of such capacity resignation or removal to the extent the same require any action or performance by such retiring or removed Fronting Bank and Swingline Lender without which the successor Swingline Lender and Fronting Bank cannot perform or complete such duties or obligations, and (iii) the successor Issuing Fronting Bank shall issue letters of credit in substitution for the Letters of Credit, if any, outstanding at the time of such succession or make other arrangement arrangements satisfactory to the retiring Issuing or removed Fronting Bank to effectively assume the obligations of the retiring Issuing or removed Fronting Bank with respect to such Letters of Credit; except, in each case, as may otherwise be agreed by the Company and such successor Agent if the retiring Agent is a Defaulting Lender.

Resignation of Agent. (a) The Agent may at any time and, if the Person acting as the Agent is a Defaulting Lender and the Company so requests, the Agent shall promptly, give notice of its resignation to the Lenders, the Issuing Banks L/C Issuer and the CompanyBorrower. Upon receipt of any such notice of resignation, the Required Lenders shall have the right, with the prior written consent of the Company so long as Borrower if no Event of Default has occurred and is continuingcontinuing (which consent shall not be unreasonably withheld or delayed), to appoint a successor, which shall be a bank with an office in New York, New Yorkthe United States, or an Affiliate of any such bank with an office in New York, New Yorkthe United States. If no such successor shall have been so appointed by the Required Lenders ▇▇▇▇▇▇▇ and shall have accepted such appointment within 30 thirty (30) days after the retiring Agent gives notice of its resignation (or such earlier day as shall be agreed by the Required Lenders) (the “Resignation Effective Date”), then the Company may (if the resignation is at the request of the Company) or the retiring Agent may (but shall not be obligated to), on behalf of the Lenders and the Issuing Banks, with the consent of the Company so long as no Event of Default has occurred and is continuingL/C Issuer, appoint a successor Agent meeting the qualifications set forth above. Whether or not a successor has been appointed, such resignation shall nonetheless become effective no earlier than three Business Days after the date in accordance with such notice (on the “Resignation Effective Date”). (b) If the Person serving as Agent is a Defaulting Lender pursuant to clause (bd) of the definition thereof, each of the Company and the Required Lenders may, to the extent permitted by applicable law, with the prior written consent of the Borrower if no Default has occurred and is continuing (which consent shall not be unreasonably withheld or delayed), by notice in writing to the Borrower and such Person and, if such notice is given by the Required Lenders, to the Company, remove such Person as Agent and, the Required Lenders may, with the prior written consent of the Company so long as Borrower if no Event of Default has occurred and is continuingcontinuing (which consent shall not be unreasonably withheld or delayed), appoint a successor. If no such successor shall have been so appointed by the Required Lenders and shall have accepted such appointment within 30 days (or such earlier day as shall be agreed by the Required Lenders) (the “Removal Effective Date”), then such removal shall nonetheless become effective in accordance with such notice on the Removal Effective Date. (c) With effect from the Resignation Effective Date or the Removal Effective Date (as applicable) (1i) the retiring or removed Agent shall be discharged from its duties and obligations hereunder and under the Notes other Loan Documents (except that in the case of any collateral held by the Agent on behalf of the Lenders or the L/C Issuer under any of the Loan Documents, the retiring Agent shall continue to hold such collateral until such time as a successor Agent is appointed) and (2ii) except for any indemnity payments owed to the retiring or removed Agent, all payments, communications and determinations provided to be made by, to or through the Agent shall instead be made by or to each Lender and Issuing Bank the L/C Issuer directly, until such time, if any, as the Required Lenders or the Company appoint a successor Agent as provided for above. Upon the acceptance of a successor’s appointment as Agent hereunder, such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring or removed Agent (other than any rights to indemnity payments owed to the retiring or removed Agent), and the retiring or removed Agent shall be discharged from all of its duties and obligations hereunder or under the Notesother Loan Documents (if not already discharged therefrom as provided above in this paragraph). The fees payable by the Company Borrower to a successor Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Company Borrower and such successor. After the retiring or removed Agent’s resignation or removal hereunder and under the Notesother Loan Documents, the provisions of this Article Article, Sections 9.6, 9.10 and Section 9.04 10.7 shall continue in effect for the benefit of such retiring or removed Agent, its sub 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 Agent was acting as Agent. (d) Any resignation by Wells Fargo, as Agent pursuant to this Section by a Person acting shall also constitute its resignation as Agent shall, unless such Person shall notify the Company and the Lenders otherwise, also act to relieve such Person and its Affiliates of any obligation to issue new, or extend existing, Letters of Credit where such issuance or extension is to occur on or after the date that is 60 days after such Person gave notice of such resignationL/C Issuer. Upon the acceptance of a successor’s appointment as Agent hereunder▇▇▇▇▇▇▇▇▇, (i) such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring Agent in its capacity (if any) as Issuing BankL/C Issuer, (ii) the retiring Agent in its capacity (if any) as Issuing Bank L/C Issuer shall be discharged from all of its respective duties and obligations hereunder or under the Notes in such capacity other Loan Documents, and (iii) the successor Issuing Bank L/C Issuer shall issue letters of credit in substitution for the Letters of Credit, if any, outstanding at the time of such succession or make other arrangement arrangements satisfactory to the retiring Issuing Bank L/C Issuer to effectively assume the obligations of the retiring Issuing Bank L/C Issuer with respect to such Letters of Credit; except, in each case, as may otherwise be agreed by the Company and such successor Agent if the retiring Agent is a Defaulting Lender.

Resignation of Agent. (a) The Agent may at any time andshall have the right to resign as Agent hereunder upon thirty (30) days' prior written notice to Borrower and Lender, if and in the Person acting as event of such resignation, Borrower shall appoint a successor Agent which must be an Eligible Institution. No such resignation by Agent shall become effective until a successor Agent shall have accepted such appointment and executed an instrument by which it shall have assumed all of the rights and obligations of Agent hereunder. If no such successor Agent is a Defaulting Lender and the Company so requests, the Agent shall promptly, give notice of its resignation to the Lenders, the Issuing Banks and the Company. Upon appointed within sixty (60) days after receipt of any such the resigning Agent's notice of resignation, the Required Lenders resigning Agent may petition a court for the appointment of a successor Agent. Notwithstanding the foregoing, Agent may resign from this Agreement immediately upon written notice to the other parties in the event of suspected fraud or other illegal activity in connection with the Accounts or this Agreement. (b) In connection with any resignation by Agent, (i) the resigning Agent shall, at the sole cost of Borrower, (A) duly assign, transfer and deliver to the successor Agent this Agreement and all cash and Permitted Investments held by it hereunder, (B) execute and/or authorize such financing statements and other instruments as may be necessary to assign to the successor Agent the security interest in the Collateral existing in favor of the retiring Agent hereunder and to otherwise give effect to such succession and (C) take such other actions as may be reasonably required by Lender or the successor Agent in connection with the foregoing, (ii) the successor Agent shall establish in its name, as secured party, cash collateral accounts, which shall become the Accounts for purposes of this Agreement upon the succession of such Agent and (iii) Borrower shall cooperate with Lender to issue new joint instructions to Tenants with respect to the payment of Rents to such successor Agent and to the Closing Account Bank with respect to the transfer of funds to such successor Agent. (c) Lender at its sole discretion shall have the right, with the consent of the Company so long as no Event of Default has occurred and is continuingupon thirty (30) days notice to Agent, to appoint a successor, which shall be a bank substitute Agent with an office in New York, New York, or an Affiliate of any such bank with an office in New York, New York. If no such successor shall have been so appointed by the Required Lenders and shall have accepted such appointment within 30 days after the retiring Agent gives notice of its resignation then the Company may (if the resignation is at the request of the Company) or the retiring Agent may (but shall not be obligated to), on behalf of the Lenders and the Issuing Banks, with the consent of the Company so long as no Event of Default has occurred and is continuing, appoint a successor Agent meeting that satisfies the qualifications set forth above. Whether requirements of an Eligible Institution or not a successor has been appointed, such resignation shall become effective no earlier than three Business Days after the date in such notice (the “Resignation Effective Date”). (b) If the Person serving as Agent is a Defaulting Lender pursuant to clause (b) have one or more of the definition thereofAccounts held by another Eligible Institution, each of the Company and the Required Lenders may, to the extent permitted by applicable law, by notice in writing to provided that such Person and, if such notice is given by the Required Lenders, to the Company, remove such Person as Agent and, the Required Lenders may, with the consent of the Company so long as no Event of Default has occurred and is continuing, appoint a successor. If no such successor shall have been so appointed by the Required Lenders and shall have accepted such appointment within 30 days (or such earlier day as shall be agreed by the Required Lenders) (the “Removal Effective Date”), then such removal shall nonetheless become effective in accordance with such notice on the Removal Effective Date. (c) With effect from the Resignation Effective Date or the Removal Effective Date (as applicable) (1) the retiring or removed Agent shall be discharged from its duties and obligations hereunder and under the Notes and (2) except for any indemnity payments owed to the retiring or removed Agent, all payments, communications and determinations provided to be made by, to or through the Agent shall instead be made by or to each Lender and Issuing Bank directly, until such time, if any, as the Required Lenders or the Company appoint a successor Agent as provided for above. Upon the acceptance of a successor’s appointment as Agent hereunder, such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring or removed Agent (other than any rights to indemnity payments owed to the retiring or removed Agent), and the retiring or removed Agent shall be discharged from all of its duties and obligations hereunder or under the Notes. The fees payable by the Company to a successor Agent shall be perform the same as those payable duties of Agent pursuant to its predecessor unless otherwise agreed between the Company and such successor. After the retiring or removed Agent’s resignation or removal hereunder and under the Notes, the provisions terms of this Article and Section 9.04 shall continue in effect for the benefit of such retiring or removed 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 Agent was acting as AgentAgreement. (d) Any resignation pursuant to this Section by a Person acting as Agent shall, unless such Person shall notify the Company and the Lenders otherwise, also act to relieve such Person and its Affiliates of any obligation to issue new, or extend existing, Letters of Credit where such issuance or extension is to occur on or after the date that is 60 days after such Person gave notice of such resignation. Upon the acceptance of a successor’s appointment as Agent hereunder, (i) such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring Agent in its capacity (if any) as Issuing Bank, (ii) the retiring Agent in its capacity (if any) as Issuing Bank shall be discharged from all of its respective duties and obligations hereunder or under the Notes in such capacity and (iii) the successor Issuing Bank shall issue letters of credit in substitution for the Letters of Credit, if any, outstanding at the time of such succession or make other arrangement satisfactory to the retiring Issuing Bank to effectively assume the obligations of the retiring Issuing Bank with respect to such Letters of Credit; except, in each case, as may otherwise be agreed by the Company and such successor Agent if the retiring Agent is a Defaulting Lender.

Resignation of Agent. (a) The Agent may at any time and, if the Person acting as the Agent is a Defaulting Lender and the Company so requests, the Agent shall promptly, give notice of its resignation to the Lenders, the Issuing Banks ▇▇▇▇▇▇▇ and the CompanyAdministrative ▇▇▇▇▇▇▇▇. Upon receipt of any such notice of resignation, the Required Lenders shall have the right, in consultation with the consent of the Company Administrative Borrower and, so long as no Event of Default has occurred and is continuing, with the consent of Administrative Borrower (which consent shall not be unreasonably withheld, conditioned or delayed, and shall be deemed given if no objection is made within five (5) Business Days after notice of the proposed appointment), to appoint a successor, which shall be a bank with an office in New York, New York, York or an Affiliate of any such bank with an office in New York, New York; provided that, so long as no Event of Default under Section 10.01(d), (e) or (f) has occurred and is continuing, such successor may not be a Disqualified Institution. If no such successor shall have been so appointed by the Required Lenders and shall have accepted such appointment within 30 thirty (30) days after the retiring Agent gives notice of its resignation then the Company may (if the resignation is at the request of the Company) or the retiring Agent may (but shall not be obligated to), on behalf of the Lenders and the Issuing Banks, with the consent of the Company so long as no Event of Default has occurred and is continuing, appoint a successor Agent meeting the qualifications set forth above. Whether or not a successor has been appointed, such resignation shall become effective no earlier than three Business Days after the date in such notice (the “Resignation Effective Date”). (b) If the Person serving as Agent is a Defaulting Lender pursuant to clause (b) of the definition thereof, each of the Company and the Required Lenders may, to the extent permitted by applicable law, by notice in writing to such Person and, if such notice is given by the Required Lenders, to the Company, remove such Person as Agent and, the Required Lenders may, with the consent of the Company so long as no Event of Default has occurred and is continuing, appoint a successor. If no such successor shall have been so appointed by the Required Lenders and shall have accepted such appointment within 30 days (or such earlier day as shall be agreed by the Required Lenders) (the “Removal Resignation Effective Date”), then the retiring Agent may (but shall not be obligated to), on behalf of ▇▇▇▇▇▇▇, appoint a successor Agent meeting the qualifications set forth above; provided, that, in no event shall any such removal successor Agent be a Defaulting Lender or, so long as no Event of Default under Section 10.01(d), (e) or (f) has occurred and is continuing, a Disqualified Institution. Whether or not a successor has been appointed, such resignation shall nonetheless become effective in accordance with such notice on the Removal Resignation Effective Date. (cb) With effect from the Resignation Effective Date or the Removal Effective Date (as applicable) (1i) the retiring or removed Agent shall be discharged from its duties and obligations hereunder and under the Notes other Loan Documents and (2ii) except for any indemnity payments owed to the retiring or removed Agent, all payments, communications and determinations provided to be made by, to or through the Agent shall instead be made by or to each Lender and Issuing Bank directly, until such time, if any, as the Required Lenders or the Company ▇▇▇▇▇▇▇ appoint a successor Agent as provided for above. Upon the acceptance of a successor’s appointment as Agent hereunder, such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring or removed Agent (other than any rights to indemnity payments owed to the retiring or removed Agent), and the retiring or removed Agent shall be discharged from all of its duties and obligations hereunder or under the Notesother Loan Documents. The fees payable by the Company Borrowers to a successor Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Company Borrowers and such successor. After the retiring or removed Agent’s resignation or removal hereunder and under the Notesother Loan Documents, the provisions of this Article and Section 9.04 Sections 7.13 and 12.4 shall continue in effect for the benefit of such retiring or removed Agent, its sub 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 Agent was acting as Agent. (d) Any resignation pursuant to this Section by a Person acting as Agent shall, unless such Person shall notify the Company and the Lenders otherwise, also act to relieve such Person and its Affiliates of any obligation to issue new, or extend existing, Letters of Credit where such issuance or extension is to occur on or after the date that is 60 days after such Person gave notice of such resignation. Upon the acceptance of a successor’s appointment as Agent hereunder, (i) such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring Agent in its capacity (if any) as Issuing Bank, (ii) the retiring Agent in its capacity (if any) as Issuing Bank shall be discharged from all of its respective duties and obligations hereunder or under the Notes in such capacity and (iii) the successor Issuing Bank shall issue letters of credit in substitution for the Letters of Credit, if any, outstanding at the time of such succession or make other arrangement satisfactory to the retiring Issuing Bank to effectively assume the obligations of the retiring Issuing Bank with respect to such Letters of Credit; except, in each case, as may otherwise be agreed by the Company and such successor Agent if the retiring Agent is a Defaulting Lender.

Resignation of Agent. (a) The Agent may resign as Agent at any time and, if the Person acting as the Agent is a Defaulting Lender and the Company so requests, the Agent shall promptly, give by delivering notice of its such resignation to the Lenders, the Issuing Banks Lenders and the CompanyBorrower, effective on the date set forth in such notice or, if no such date is set forth therein, upon the date that is thirty (30) days after such notice is given, but only if at such time a successor Agent shall have been appointed in accordance herewith. Upon receipt of If the Agent delivers any such notice of resignationnotice, the Required Lenders shall have the right, with the consent of the Company so long as no Event of Default has occurred and is continuing, right to appoint a successorsuccessor Agent. If, which shall be a bank with an office in New Yorkwithin thirty (30) days after the retiring Agent having given notice of resignation, New York, or an Affiliate of any such bank with an office in New York, New York. If no such successor shall have Agent has been so appointed by the Required Lenders and shall have that has accepted such appointment, then the retiring Agent may, on behalf of the Lenders, appoint a successor Agent from among the Lenders. Each appointment within 30 under this clause (a) shall be subject to the prior written consent of the Borrower, which may not be unreasonably withheld but shall not be required during the continuance of a Default. Notwithstanding any other term and condition of this Agreement, the resignation of the Agent shall be effective no later than thirty (30) days after the retiring Agent gives having given notice of its resignation then the Company may (if the resignation is at the request of the Company) or the retiring Agent may (but shall not be obligated to), on behalf of the Lenders and the Issuing Banks, with the consent of the Company so long as no Event of Default has occurred and is continuing, appoint a successor Agent meeting the qualifications set forth above. Whether or not a successor has been appointed, such resignation shall become effective no earlier than three Business Days after the date in such notice (the “Resignation Effective Date”)resignation. (b) If Effective immediately upon its resignation and the Person serving as Agent is a Defaulting Lender pursuant to clause (b) assignment of Liens in favor of the definition thereof, each successor Agent or otherwise for the benefit of the Company and the Required Lenders maySecured Parties, to the extent permitted by applicable law, by notice in writing to such Person and, if such notice is given by the Required Lenders, to the Company, remove such Person as Agent and, the Required Lenders may, with the consent of the Company so long as no Event of Default has occurred and is continuing, appoint a successor. If no such successor shall have been so appointed by the Required Lenders and shall have accepted such appointment within 30 days (or such earlier day as shall be agreed by the Required Lenders) (the “Removal Effective Date”), then such removal shall nonetheless become effective in accordance with such notice on the Removal Effective Date. (c) With effect from the Resignation Effective Date or the Removal Effective Date (as applicable) (1i) the retiring or removed Agent shall be discharged from its duties and obligations hereunder and under the Notes Loan Documents, (ii) the Lenders shall assume and (2) except for any indemnity payments owed to the retiring or removed Agent, all payments, communications and determinations provided to be made by, to or through the Agent shall instead be made by or to each Lender and Issuing Bank directly, until such time, if any, as the Required Lenders or the Company appoint a successor Agent as provided for above. Upon the acceptance of a successor’s appointment as Agent hereunder, such successor shall succeed to and become vested with perform all of the rights, powers, privileges rights and duties of the retiring or removed Agent (other than any rights to indemnity payments owed to the retiring or removed Agent), and the retiring or removed Agent shall be discharged from all of its duties and obligations hereunder or under the Notes. The fees payable by the Company to until a successor Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Company and such successor. After have accepted a valid appointment hereunder, (iii) the retiring or removed Agent’s resignation or removal hereunder Agent and under the Notes, the provisions of this Article and Section 9.04 its Related Persons shall continue in effect for no longer have the benefit of such retiring or removed Agent, its sub agents and their respective Related Parties in any provision of any Loan Document other than with respect of to any actions taken or omitted to be taken by any of them while the such retiring Agent was, or removed because such Agent was acting as Agent. (d) Any resignation pursuant to this Section by a Person had been, validly acting as Agent shallunder the Loan Documents and (iv) subject to its rights under Section 8.3, unless the retiring Agent shall take such Person shall notify action as may be reasonably necessary to assign to the Company successor Agent its rights and Liens as Agent under the Lenders otherwise, also act to relieve such Person and Loan Documents. Effective immediately upon its Affiliates of any obligation to issue new, or extend existing, Letters of Credit where such issuance or extension is to occur on or after the date that is 60 days after such Person gave notice of such resignation. Upon the acceptance of a successor’s valid appointment as Agent hereunderand the assignment of Liens from the retiring Agent, (i) such a successor Agent shall succeed to to, and become vested with with, all of the rights, powers, privileges and duties of the retiring Agent under the Loan Documents. Notwithstanding anything in this Agreement to the contrary, after any retiring Agent's resignation hereunder as the Agent, the provisions of this Article VIII and Sections 10.3 and 10.4 shall inure to its capacity (if any) benefit as Issuing Bank, (ii) to any actions taken or omitted to be taken by it while it was the retiring Agent under this Agreement or while it was actively engaged in transferring its capacity (if any) as Issuing Bank shall be discharged from all of its respective duties rights and obligations hereunder or under the Notes in such capacity and (iii) as Agent to the successor Issuing Bank shall issue letters of credit in substitution for the Letters of Credit, if any, outstanding at the time of such succession or make other arrangement satisfactory to the retiring Issuing Bank to effectively assume the obligations of the retiring Issuing Bank with respect to such Letters of Credit; except, in each case, as may otherwise be agreed by the Company and such successor Agent if the retiring Agent is a Defaulting Lenderadministrative agent.

Resignation of Agent. (a) The Agent may at any time and, if the Person acting as the Agent is a Defaulting Lender and the Company so requests, the Agent shall promptly, give notice of its resignation to the Lenders, the Issuing Banks Issuers and the Company. Upon receipt of any such notice of resignation, the Required Lenders shall have the right, with the consent of the Company so long as no (which consent shall not be unreasonably withheld or delayed and which consent shall not be required during the existence of an Event of Default has occurred and is continuingDefault), to appoint a successor, which shall be a bank with an office in New York, New Yorkthe United States, or an Affiliate of any such bank with an office in New York, New Yorkthe United States. If no such successor shall have been so appointed by the Required Lenders and consented to by the Company (such consent not to be unreasonably withheld or delayed) and shall have accepted such appointment within 30 days after the retiring Agent gives notice of its resignation then the Company may (if the resignation is at the request of the Company) or the retiring Agent may (but shall not be obligated to), on behalf of the Lenders and the Issuing Banks, with the consent of the Company so long as no Event of Default has occurred and is continuing, appoint a successor Agent meeting the qualifications set forth above. Whether or not a successor has been appointed, such resignation shall become effective no earlier than three Business Days after the date in such notice (the “Resignation Effective Date”). (b) If the Person serving as Agent is a Defaulting Lender pursuant to clause (b) of the definition thereof, each of the Company and the Required Lenders may, to the extent permitted by applicable law, by notice in writing to such Person and, if such notice is given by the Required Lenders, to the Company, remove such Person as Agent and, the Required Lenders may, with the consent of the Company so long as no Event of Default has occurred and is continuing, appoint a successor. If no such successor shall have been so appointed by the Required Lenders and shall have accepted such appointment within 30 days (or such earlier day as shall be agreed by the Required LendersLenders with the consent of the Company (such consent not to be unreasonably withheld or delayed)) (the “Removal Resignation Effective Date”), then the retiring Agent may (but shall not be obligated to) on behalf of the Lenders and the Issuers, appoint a successor Agent meeting the qualifications set forth above; provided, that, if the Agent shall notify the Company and the Lenders that no qualifying Person has accepted such removal appointment, then such resignation shall nonetheless become effective in accordance with such notice on the Removal Resignation Effective Date. (c) . With effect from the Resignation Effective Date or the Removal Effective Date Date, (as applicable) (1i) the retiring or removed Agent shall be discharged from its duties and obligations hereunder and under the Notes other Loan Documents, and (2ii) except for any indemnity payments or other amounts then owed to the retiring or removed Agent, all payments, communications and determinations provided to be made by, to or through the Agent shall instead be made by or to each Lender and Issuing Bank each Issuer directly, until such time, if any, time as the Required Lenders or the Company appoint a successor Agent as provided for aboveabove in this Section 10.06. Upon the acceptance of a successor’s appointment as Agent hereunder, such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring (or removed retired) Agent (other than as provided in Section 4.01(h) and other than any rights to indemnity payments or other amounts owed to the retiring (or removed Agentretired) Agent as of the Resignation Effective Date), and the retiring or removed Agent shall be discharged from all of its duties and obligations hereunder or under the Notesother Loan Documents (if not already discharged therefrom as provided above in this Section 10.06). The fees payable by the Company to a successor Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Company and such successor. After the retiring or removed Agent’s resignation or removal hereunder and under the Notesother Loan Documents, the provisions of this Article X and Section 9.04 11.04 shall continue in effect for the benefit of such retiring or removed Agent, its sub agents and their respective Related Parties in respect of any actions taken or omitted to be taken by any of them (A) while the retiring or removed Agent was acting as Agent, and (B) after such resignation for as long as any of them continues to act in any capacity hereunder or under the other Loan Documents, including in respect of any actions taken in connection with transferring the agency to any successor Agent. (db) Any resignation by Bank of America as Agent pursuant to this Section by 10.06 shall also constitute its resignation as an Issuer and a Person acting Swing Line Lender. If Bank of America resigns as Agent shallan Issuer, unless such Person it shall notify retain all the Company rights, powers, privileges and the Lenders otherwise, also act duties of an Issuer hereunder with respect to relieve such Person and its Affiliates of any obligation to issue new, or extend existing, all Letters of Credit where such issuance outstanding as of the effective date of its resignation as an Issuer and all L/C Obligations with respect thereto, including the right to require the Lenders to make Base Rate Loans or extension is fund risk participations in Unreimbursed Amounts pursuant to occur on or after Section 3.03(b). If Bank of America resigns as a Swing Line Lender, it shall retain all the rights of a Swing Line Lender provided for hereunder with respect to Swing Line Loans made by it and outstanding as of the effective date that is 60 days after such Person gave notice of such resignation, including the right to require the Lenders to make Base Rate Loans or fund risk participations in outstanding Swing Line Loans pursuant to Section 2.05. Upon the acceptance appointment by the Company of a successor’s appointment as Agent hereundersuccessor Issuer or a successor Swing Line Lender hereunder (which successor shall in all cases be a Lender other than a Defaulting Lender), (i) such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring Agent in its capacity (if any) Issuer or the retiring Swing Line Lender, as Issuing Bankapplicable, (ii) the retiring Agent in its capacity (if any) Issuer or the retiring Swing Line Lender, as Issuing Bank applicable, shall be discharged from all of its respective duties and obligations hereunder or under the Notes in such capacity other Loan Documents, and (iii) the successor Issuing Bank Issuer shall issue letters of credit in substitution for the Letters of Credit, if any, outstanding at the time of such succession or make other arrangement arrangements satisfactory to the retiring Issuing Bank of America to effectively assume the obligations of the retiring Issuing Bank of America with respect to such Letters of Credit; except, in each case, as may otherwise be agreed by the Company and such successor Agent if the retiring Agent is a Defaulting Lender.

Resignation of Agent. (a) The Either Agent may resign at any time and, if the Person acting as the Agent is a Defaulting Lender and the Company so requests, the Agent shall promptly, give by delivering written notice of its such resignation to the Lenders, the Issuing Banks Lenders and the CompanyBorrower Representative, effective on the date set forth in such notice or, if no such date is set forth therein, upon the date such notice shall be effective in accordance with the terms of this Section 8.9. Upon receipt of If Agent delivers any such notice of resignationnotice, the Required Lenders shall have the rightright to appoint a successor Agent, who shall be a “U.S. person” and a “financial institution” within the meaning of Treasury Regulations Section 1.1441-1, with the consent of the Company so long as no Borrower Representative (which consent shall not be unreasonably withheld, conditioned or delayed and shall not be required during the existence of an Event of Default Default). If, after 30 days after the date of the retiring Agent’s notice of resignation, no successor Agent that has occurred and is continuing, to appoint a successor, which shall be a bank with an office in New York, New York, or an Affiliate of any such bank with an office in New York, New York. If no such successor shall have been so appointed by the Required Lenders and shall have has accepted such appointment within 30 days after appointment, then the retiring Agent gives notice of its resignation then the Company may (if the resignation is at the request of the Company) or the retiring Agent may (but shall not be obligated to)may, on behalf of the Lenders and the Issuing Banks, with the consent of the Company so long as no Event of Default has occurred and is continuingLenders, appoint a successor Agent meeting from among the qualifications set forth aboveLenders. Whether or Each appointment under this clause (a) shall be subject to the prior written consent of the Borrower Representative, which may not a successor has been appointed, such resignation be unreasonably withheld but shall become effective no earlier than three Business Days after not be required during the date in such notice (the “Resignation Effective Date”)continuance of an Event of Default. (b) If the Person serving as Agent is a Defaulting Lender pursuant to clause Effective immediately upon its resignation, (b) of the definition thereof, each of the Company and the Required Lenders may, to the extent permitted by applicable law, by notice in writing to such Person and, if such notice is given by the Required Lenders, to the Company, remove such Person as Agent and, the Required Lenders may, with the consent of the Company so long as no Event of Default has occurred and is continuing, appoint a successor. If no such successor shall have been so appointed by the Required Lenders and shall have accepted such appointment within 30 days (or such earlier day as shall be agreed by the Required Lenders) (the “Removal Effective Date”), then such removal shall nonetheless become effective in accordance with such notice on the Removal Effective Date. (c) With effect from the Resignation Effective Date or the Removal Effective Date (as applicable) (1i) the retiring or removed Agent shall be discharged from its duties and obligations hereunder and under the Notes and Loan Documents, (2ii) except for any indemnity payments owed to the retiring or removed Agent, all payments, communications and determinations provided to be made by, to or through the Agent shall instead be made by or to each Lender and Issuing Bank directly, until such time, if any, as the Required Lenders or the Company appoint a successor Agent as provided for above. Upon the acceptance of a successor’s appointment as Agent hereunder, such successor shall succeed to assume and become vested with perform all of the rights, powers, privileges and duties of the such retiring or removed Agent (other than any rights to indemnity payments owed to the retiring or removed Agent), and the retiring or removed Agent shall be discharged from all of its duties and obligations hereunder or under the Notes. The fees payable by the Company to until a successor Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Company and such successor. After have accepted a valid appointment hereunder, (iii) the retiring or removed Agent’s resignation or removal hereunder Agent and under the Notes, the provisions of this Article and Section 9.04 its Related Persons shall continue in effect for no longer have the benefit of such retiring or removed Agent, its sub agents and their respective Related Parties in any provision of any Loan Document other than with respect of to any actions taken or omitted to be taken by any of them while the such retiring Agent was, or removed because such Agent was acting as Agent. (d) Any resignation pursuant to this Section by a Person had been, validly acting as Agent shallunder the Loan Documents and (iv) subject to its rights under Section 8.3, unless the retiring Agent shall take such Person shall notify action as may be reasonably necessary to assign to the Company and successor Agent its rights as Agent under the Lenders otherwise, also act to relieve such Person and Loan Documents. Effective immediately upon its Affiliates of any obligation to issue new, or extend existing, Letters of Credit where such issuance or extension is to occur on or after the date that is 60 days after such Person gave notice of such resignation. Upon the acceptance of a successor’s valid appointment as Agent, a successor Agent hereunder, (i) such successor shall succeed to to, and become vested with with, all of the rights, powers, privileges and duties of the retiring Agent in its capacity (if any) as Issuing Bank, (ii) the retiring Agent in its capacity (if any) as Issuing Bank shall be discharged from all of its respective duties and obligations hereunder or under the Notes in such capacity and (iii) the successor Issuing Bank shall issue letters of credit in substitution for the Letters of Credit, if any, outstanding at the time of such succession or make other arrangement satisfactory to the retiring Issuing Bank to effectively assume the obligations of the retiring Issuing Bank with respect to such Letters of Credit; except, in each case, as may otherwise be agreed by the Company and such successor Agent if the retiring Agent is a Defaulting LenderLoan Documents.

Resignation of Agent. (a) The Agent may resign at any time and, if by giving sixty (60) days (thirty (30) days after the Person acting as the Agent is a Defaulting Lender payment of all Tranche A Liabilities and the Company so requestsobligation of the Tranche A Lenders to make Revolving Credit Loans and other financial accommodations has terminated) prior written notice thereof to the Lenders (including, without limitation, the Agent shall promptly, give notice of its resignation to the Lenders, the Issuing Banks Tranche B Lender) and the CompanyLead Borrower. Upon receipt of any such notice of resignation, the Required Lenders shall have the rightMajority Lenders, with the consent of the Company so long as Tranche B Lender, shall have the right to appoint a successor Agent (provided, that no such consent of the Lead Borrower shall be requested if an Event of Default has occurred occurred, and is continuingprovided, to appoint a successor, which further that such consent shall be a bank with an office in New York, New York, or an Affiliate deemed given if no written objection is received within seven (7) days of any the Lead Borrower's receipt of notice of such bank with an office in New York, New Yorksuccessor). If no such successor Agent shall have been so appointed by the Required Lenders and shall have accepted such appointment within 30 days the requisite period after the retiring Agent gives giving of notice of its resignation then by the Company may (if the resignation is at the request of the Company) or the retiring Agent may (but shall not be obligated to)Agent, on behalf of the Lenders and the Issuing Banks, with the consent of the Company so long as no Event of Default has occurred and is continuing, appoint a successor Agent meeting the qualifications set forth above. Whether or not a successor has been appointed, such resignation shall become effective no earlier than three Business Days after the date in such notice (the “Resignation Effective Date”).161 (b) If Upon the Person serving acceptance of any appointment as an Agent is hereunder by a Defaulting Lender pursuant to clause (b) of the definition thereofsuccessor Agent, each of the Company and the Required Lenders may, to the extent permitted by applicable law, by notice in writing to such Person and, if such notice is given by the Required Lenders, to the Company, remove such Person as Agent and, the Required Lenders may, with the consent of the Company so long as no Event of Default has occurred and is continuing, appoint a successor. If no such successor shall have been thereupon succeed to, and become vested with, all the rights, powers, privileges, and duties of the (resigning) Agent so appointed replaced, and the (resigning) Agent shall be discharged from the (resigning) Agent's duties and obligations hereunder, other than on account of any responsibility for any action taken or omitted to be taken by the Required Lenders (resigning) Agent as to which a final judicial determination has been or is made (in a proceeding in which the (resigning) Agent has had an opportunity to be heard) that such Agent had acted in a grossly negligent manner or in bad faith or has engaged in willful misconduct. Upon the effectiveness of the resignation of an Agent and shall have accepted such the appointment within 30 days of a successor Agent the (or such earlier day resigning) Agent will, at the cost of the Borrowers, promptly assign, without recourse (except as shall be agreed by provided herein) of record its rights as named party under all UCC financing statements, mortgages and other instruments of record to the Required Lenders) (the “Removal Effective Date”), then such removal shall nonetheless become effective in accordance with such notice on the Removal Effective Datesuccessor Agent. (c) With effect from the Resignation Effective Date or the Removal Effective Date (as applicable) (1) the retiring or removed Agent shall be discharged from its duties and obligations hereunder and under the Notes and (2) except for any indemnity payments owed to the retiring or removed Agent, all payments, communications and determinations provided to be made by, to or through the Agent shall instead be made by or to each Lender and Issuing Bank directly, until such time, if any, as the Required Lenders or the Company appoint a successor Agent as provided for above. Upon the acceptance of a successor’s appointment as Agent hereunder, such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring or removed Agent (other than any rights to indemnity payments owed to the retiring or removed Agent), and the retiring or removed Agent shall be discharged from all of its duties and obligations hereunder or under the Notes. The fees payable by the Company to a successor Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Company and such successor. After the retiring or removed Agent’s resignation or removal hereunder and under the Notes's resignation, the provisions of this Article and Section 9.04 Agreement shall continue in effect for the retiring Agent's benefit of such retiring or removed Agent, its sub agents and their respective Related Parties in respect of any actions taken or omitted to be taken by any of them it while the retiring or removed Agent it was acting as Agent. (d) Any resignation pursuant to this Section by a Person acting as Agent shall, unless such Person shall notify the Company and the Lenders otherwise, also act to relieve such Person and its Affiliates of any obligation to issue new, or extend existing, Letters of Credit where such issuance or extension is to occur on or after the date that is 60 days after such Person gave notice of such resignation. Upon the acceptance of a successor’s appointment as Agent hereunder, (i) such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring Agent in its capacity (if any) as Issuing Bank, (ii) the retiring Agent in its capacity (if any) as Issuing Bank shall be discharged from all of its respective duties and obligations hereunder or under the Notes in such capacity and (iii) the successor Issuing Bank shall issue letters of credit in substitution for the Letters of Credit, if any, outstanding at the time of such succession or make other arrangement satisfactory to the retiring Issuing Bank to effectively assume the obligations of the retiring Issuing Bank with respect to such Letters of Credit; except, in each case, as may otherwise be agreed by the Company and such successor Agent if the retiring Agent is a Defaulting Lender.

Resignation of Agent. (a) The Agent may at any time and, if the Person acting as the Agent is a Defaulting Lender and the Company so requests, the Agent shall promptly, give notice of its resignation to the LendersLenders and the Borrower; provided, the Issuing Banks Agent shall have no right or authority to so resign unless and until the CompanyTerm A Loan shall have been repaid in full. Upon receipt of any such notice of resignation, the Required Lenders shall have the right, in consultation with the consent of the Company so long as no Event of Default has occurred and is continuingLenders, to appoint a successor, which shall be a bank with an office in New York, New York, or an Affiliate of any such bank with an office in New York, New York. If no such successor shall have been so appointed by the Required Lenders and shall have accepted such appointment within 30 days after the retiring Agent gives notice of its resignation then the Company may (if the resignation is at the request of the Company) or the retiring Agent may (but shall not be obligated to), on behalf of the Lenders and the Issuing Banks, with the consent of the Company so long as no Event of Default has occurred and is continuing, appoint a successor Agent meeting the qualifications set forth above. Whether or not a successor has been appointed, such resignation shall become effective no earlier than three Business Days after the date in such notice (the “Resignation Effective Date”). (b) If the Person serving as Agent is a Defaulting Lender pursuant to clause (b) of the definition thereof, each of the Company and the Required Lenders may, to the extent permitted by applicable law, by notice in writing to such Person and, if such notice is given by the Required Lenders, to the Company, remove such Person as Agent and, the Required Lenders may, with the consent of the Company so long as no Event of Default has occurred and is continuing, appoint a qualified successor. If no such successor shall have been so appointed by the Required Lenders and shall have accepted such appointment within 30 thirty (30) days (or after the retiring Agent gives notice of its resignation, then the retiring Agent may on behalf of the Lenders, appoint a qualified successor Agent; provided, however, that if the Agent shall notify the Borrower and the Lenders that no qualifying Person has accepted such earlier day as shall be agreed by the Required Lenders) (the “Removal Effective Date”)appointment, then such removal resignation shall nonetheless become effective in accordance with such notice on the Removal Effective Date. (c) With effect from the Resignation Effective Date or the Removal Effective Date (as applicable) and (1) the retiring or removed Agent shall be discharged from its duties and obligations hereunder and under the Notes other Loan Documents (except that in the case of any collateral security held by the Agent on behalf of the Lenders under any of the Loan Documents, the retiring Agent shall continue to hold such collateral security until such time as a successor Agent is appointed) and (2) except for any indemnity payments owed to the retiring or removed Agent, all payments, communications and determinations provided to be made by, to or through the Agent shall instead be made by or to each Lender and Issuing Bank directly, until such time, if any, time as the Required Lenders or the Company appoint a successor Agent as provided for above. above in this Article 3. (b) Upon the acceptance of a successor’s 's appointment as Agent hereunderh▇▇▇▇▇▇▇▇, such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring (or removed Agent (other than any rights to indemnity payments owed to the retiring or removed retired) Agent), and the retiring or removed Agent shall be discharged from all of its duties and obligations hereunder or under the Notesother Loan Documents (if not already discharged therefrom as provided above in this Article 3). The fees payable by the Company Borrower to a successor Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Company Borrower and such successor. After the retiring or removed Agent’s 's resignation or removal hereunder and under the Notesother Loan Documents, the provisions of this Article Section 3.9 and Section 9.04 13.4 shall continue in effect for the benefit of such retiring or removed Agent, its sub agents 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 Agent was acting as Agent. (d) Any resignation pursuant to this Section by a Person acting as Agent shall, unless such Person shall notify the Company and the Lenders otherwise, also act to relieve such Person and its Affiliates of any obligation to issue new, or extend existing, Letters of Credit where such issuance or extension is to occur on or after the date that is 60 days after such Person gave notice of such resignation. Upon the acceptance of a successor’s appointment as Agent hereunder, (i) such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring Agent in its capacity (if any) as Issuing Bank, (ii) the retiring Agent in its capacity (if any) as Issuing Bank shall be discharged from all of its respective duties and obligations hereunder or under the Notes in such capacity and (iii) the successor Issuing Bank shall issue letters of credit in substitution for the Letters of Credit, if any, outstanding at the time of such succession or make other arrangement satisfactory to the retiring Issuing Bank to effectively assume the obligations of the retiring Issuing Bank with respect to such Letters of Credit; except, in each case, as may otherwise be agreed by the Company and such successor Agent if the retiring Agent is a Defaulting Lender.

Resignation of Agent. (a) The An Agent may resign at any time and, if the Person acting as the Agent is a Defaulting Lender and the Company so requests, the Agent shall promptly, give by giving 60 days prior written notice of its resignation thereof to the Lenders, Lenders and to the Issuing Banks and the Companyother Agent. Upon receipt of any such notice of resignation, the Required SuperMajority Lenders and the Tranche B Lender shall have the rightright to appoint a successor to such Agent (and if no Event of Default has occurred, with the consent of the Company so long as Borrowers' Representative, not to be unreasonably withheld and, in any event, deemed given by the Borrowers' Representative if no Event written objection is provided by the Borrowers' Representative to the (resigning) Agent within seven (7) Business Days notice of Default has occurred and is continuing, to appoint a successor, which shall be a bank with an office in New York, New York, or an Affiliate of any such bank with an office in New York, New Yorkproposed appointment). If no such a successor Agent shall not have been so appointed by the Required Lenders and shall have accepted such appointment within 30 days after the retiring Agent gives giving of notice of its resignation by the resigning Agent, then the Company resigning Agent may appoint a successor Agent, which shall be a financial institution having a combined capital and surplus in excess of $500,000,000.00 (if unless, after a BuyOut such Agent shall be the resignation is at Tranche B Lender in which case the request foregoing capital and surplus requirement shall not apply). The consent of the CompanyBorrowers' Representative otherwise required by this Section 15.10(a) or the retiring Agent may (but shall not be obligated to), on behalf of the Lenders and the Issuing Banks, with the consent of the Company so long as no required if an Event of Default has occurred and is continuing, appoint a successor Agent meeting the qualifications set forth above. Whether or not a successor has been appointed, such resignation shall become effective no earlier than three Business Days after the date in such notice (the “Resignation Effective Date”)occurred. (b) If Upon the Person serving acceptance of any appointment as an Agent is hereunder by a Defaulting Lender pursuant to clause (b) of the definition thereofsuccessor Agent, each of the Company and the Required Lenders may, to the extent permitted by applicable law, by notice in writing to such Person and, if such notice is given by the Required Lenders, to the Company, remove such Person as Agent and, the Required Lenders may, with the consent of the Company so long as no Event of Default has occurred and is continuing, appoint a successor. If no such successor shall have been thereupon succeed to, and become vested with, all the rights, powers, privileges, and duties of the (resigning) Agent so appointed replaced, and the (resigning) Agent shall be discharged from the (resigning) Agent's duties and obligations hereunder, other than on account of any responsibility for any action taken or omitted to be taken by the Required Lenders and shall have accepted (resigning) Agent as to which a final judicial determination has been or is made (in a proceeding in which the (resigning) Person has had an opportunity to be heard) that such appointment within 30 days (Person had acted in a grossly negligent manner or such earlier day as shall be agreed by the Required Lenders) (the “Removal Effective Date”), then such removal shall nonetheless become effective in accordance with such notice on the Removal Effective Datebad faith. (c) With effect from the Resignation Effective Date or the Removal Effective Date (as applicable) (1) the After any retiring or removed Agent shall be discharged from its duties and obligations hereunder and under the Notes and (2) except for any indemnity payments owed to the retiring or removed Agent, all payments, communications and determinations provided to be made by, to or through the Agent shall instead be made by or to each Lender and Issuing Bank directly, until such time, if any, as the Required Lenders or the Company appoint a successor Agent as provided for above. Upon the acceptance of a successor’s appointment as Agent hereunder, such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring or removed Agent (other than any rights to indemnity payments owed to the retiring or removed Agent), and the retiring or removed Agent shall be discharged from all of its duties and obligations hereunder or under the Notes. The fees payable by the Company to a successor Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Company and such successor. After the retiring or removed Agent’s resignation or removal hereunder and under the Notes's resignation, the provisions of this Article Agreement and Section 9.04 of all other Loan Documents shall continue in effect for the retiring Person's benefit of such retiring or removed Agent, its sub agents and their respective Related Parties in respect of any actions taken or omitted to be taken by any of them it while the retiring or removed Agent it was acting as an Agent. (d) Any resignation pursuant to this Section by a Person acting as Agent shall, unless such Person shall notify the Company and the Lenders otherwise, also act to relieve such Person and its Affiliates of any obligation to issue new, or extend existing, Letters of Credit where such issuance or extension is to occur on or after the date that is 60 days after such Person gave notice of such resignation. Upon the acceptance of a successor’s appointment as Agent hereunder, (i) such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring Agent in its capacity (if any) as Issuing Bank, (ii) the retiring Agent in its capacity (if any) as Issuing Bank shall be discharged from all of its respective duties and obligations hereunder or under the Notes in such capacity and (iii) the successor Issuing Bank shall issue letters of credit in substitution for the Letters of Credit, if any, outstanding at the time of such succession or make other arrangement satisfactory to the retiring Issuing Bank to effectively assume the obligations of the retiring Issuing Bank with respect to such Letters of Credit; except, in each case, as may otherwise be agreed by the Company and such successor Agent if the retiring Agent is a Defaulting Lender.

Resignation of Agent. (a) The Agent may at any time andshall have the right to resign as Agent hereunder upon thirty (30) days’ prior written notice to Borrower and Lender, if and in the Person acting as event of such resignation, Borrower shall appoint a successor Agent which must be an Eligible Institution. No such resignation by Agent shall become effective until a successor Agent shall have accepted such appointment and executed an instrument by which it shall have assumed all of the rights and obligations of Agent hereunder. If no such successor Agent is a Defaulting Lender and the Company so requests, the Agent shall promptly, give notice of its resignation to the Lenders, the Issuing Banks and the Company. Upon appointed within sixty (60) days after receipt of any such the resigning Agent’s notice of resignation, the Required Lenders resigning Agent may petition a court for the appointment of a successor Agent. (b) In connection with any resignation by Agent, (i) the resigning Agent shall, at the sole cost of Borrower, (A) duly assign, transfer and deliver to the successor Agent this Agreement and all cash and Permitted Investments held by it hereunder, (B) execute and/or authorize such financing statements and other instruments as may be necessary to assign to the successor Agent the security interest in the Collateral existing in favor of the retiring Agent hereunder and to otherwise give effect to such succession and (C) take such other actions as may be reasonably required by Lender or the successor Agent in connection with the foregoing and (ii) the successor Agent shall establish in its name, as secured party, cash collateral accounts, which shall become the Accounts for purposes of this Agreement upon the succession of such Agent. (c) Lender at its sole discretion shall have the right, with the consent of the Company so long as no Event of Default has occurred and is continuingupon thirty (30) days notice to Agent, to appoint a successor, which shall be a bank substitute Agent with an office in New York, New York, or an Affiliate of any such bank with an office in New York, New York. If no such successor shall have been so appointed by the Required Lenders and shall have accepted such appointment within 30 days after the retiring Agent gives notice of its resignation then the Company may (if the resignation is at the request of the Company) or the retiring Agent may (but shall not be obligated to), on behalf of the Lenders and the Issuing Banks, with the consent of the Company so long as no Event of Default has occurred and is continuing, appoint a successor Agent meeting that satisfies the qualifications set forth above. Whether requirements of an Eligible Institution or not a successor has been appointed, such resignation shall become effective no earlier than three Business Days after the date in such notice (the “Resignation Effective Date”). (b) If the Person serving as Agent is a Defaulting Lender pursuant to clause (b) have one or more of the definition thereofAccounts held by another Eligible Institution, each of the Company and the Required Lenders may, to the extent permitted by applicable law, by notice in writing to provided that such Person and, if such notice is given by the Required Lenders, to the Company, remove such Person as Agent and, the Required Lenders may, with the consent of the Company so long as no Event of Default has occurred and is continuing, appoint a successor. If no such successor shall have been so appointed by the Required Lenders and shall have accepted such appointment within 30 days (or such earlier day as shall be agreed by the Required Lenders) (the “Removal Effective Date”), then such removal shall nonetheless become effective in accordance with such notice on the Removal Effective Date. (c) With effect from the Resignation Effective Date or the Removal Effective Date (as applicable) (1) the retiring or removed Agent shall be discharged from its duties and obligations hereunder and under the Notes and (2) except for any indemnity payments owed to the retiring or removed Agent, all payments, communications and determinations provided to be made by, to or through the Agent shall instead be made by or to each Lender and Issuing Bank directly, until such time, if any, as the Required Lenders or the Company appoint a successor Agent as provided for above. Upon the acceptance of a successor’s appointment as Agent hereunder, such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring or removed Agent (other than any rights to indemnity payments owed to the retiring or removed Agent), and the retiring or removed Agent shall be discharged from all of its duties and obligations hereunder or under the Notes. The fees payable by the Company to a successor Agent shall be perform the same as those payable duties of Agent pursuant to its predecessor unless otherwise agreed between the Company and such successor. After the retiring or removed Agent’s resignation or removal hereunder and under the Notes, the provisions terms of this Article and Section 9.04 shall continue in effect for the benefit of such retiring or removed 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 Agent was acting as AgentAgreement. (d) Any resignation pursuant to this Section by a Person acting as Agent shall, unless such Person shall notify the Company and the Lenders otherwise, also act to relieve such Person and its Affiliates of any obligation to issue new, or extend existing, Letters of Credit where such issuance or extension is to occur on or after the date that is 60 days after such Person gave notice of such resignation. Upon the acceptance of a successor’s appointment as Agent hereunder, (i) such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring Agent in its capacity (if any) as Issuing Bank, (ii) the retiring Agent in its capacity (if any) as Issuing Bank shall be discharged from all of its respective duties and obligations hereunder or under the Notes in such capacity and (iii) the successor Issuing Bank shall issue letters of credit in substitution for the Letters of Credit, if any, outstanding at the time of such succession or make other arrangement satisfactory to the retiring Issuing Bank to effectively assume the obligations of the retiring Issuing Bank with respect to such Letters of Credit; except, in each case, as may otherwise be agreed by the Company and such successor Agent if the retiring Agent is a Defaulting Lender.

Resignation of Agent. (a) The Agent may resign at any time and, if the Person acting as the Agent is a Defaulting Lender and the Company so requests, the Agent shall promptly, give by giving 60 days prior written notice of its resignation thereof to the Revolving Credit Lenders, the Issuing Banks and the Company. Upon receipt of any such notice of resignation, the Required SuperMajority Lenders shall have the rightright to appoint a successor to such Agent (and if no Event of Default has occurred, with the consent of the Company so long as Lead Borrower, not to be unreasonably withheld and, in any event, deemed given by the Lead Borrower if no Event written objection is provided by the Lead Borrower to the (resigning) Agent within seven (7) Business Days notice of Default has occurred and is continuing, to appoint a successor, which shall be a bank with an office in New York, New York, or an Affiliate of any such bank with an office in New York, New Yorkproposed appointment). If no such a successor Agent shall not have been so appointed by the Required Lenders and shall have accepted such appointment within 30 days after the retiring Agent gives giving of notice of its resignation by the resigning Agent, then the Company may (if the resignation is at the request of the Company) or the retiring resigning Agent may (but shall not be obligated to), on behalf of the Lenders and the Issuing Banksappoint a successor Agent, with the consent of the Company Lead Borrower (so long as no Event of Default has shall have occurred and is be continuing, appoint a successor Agent meeting the qualifications set forth above. Whether or not a successor has been appointed), such resignation consent not to be unreasonably withheld or delayed, which shall become effective no earlier than three Business Days after be a financial institution having a combined capital and surplus in excess of $250,000,000.00. The consent of the date in such notice (the “Resignation Effective Date”)Lead Borrower otherwise required by this Section 14.10(a) shall not be required if an Event of Default has occurred. (b) If Upon the Person serving acceptance of any appointment as Agent is hereunder by a Defaulting Lender pursuant to clause (b) of the definition thereofsuccessor Agent, each of the Company and the Required Lenders may, to the extent permitted by applicable law, by notice in writing to such Person and, if such notice is given by the Required Lenders, to the Company, remove such Person as Agent and, the Required Lenders may, with the consent of the Company so long as no Event of Default has occurred and is continuing, appoint a successor. If no such successor shall have been thereupon succeed to, and become vested with, all the rights, powers, privileges, and duties of the (resigning) Agent so appointed replaced, and the (resigning) Agent shall be discharged from the (resigning) Agent's duties and obligations hereunder, other than on account of any responsibility for any action taken or omitted to be taken by the Required Lenders and shall have accepted (resigning) Agent as to which a final judicial determination has been or is made (in a proceeding in which the (resigning) Person has had an opportunity to be heard) that such appointment within 30 days (Person had acted in a grossly negligent manner or such earlier day as shall be agreed by the Required Lenders) (the “Removal Effective Date”), then such removal shall nonetheless become effective in accordance with such notice on the Removal Effective Datebad faith. (c) With effect from the Resignation Effective Date or the Removal Effective Date (as applicable) (1) the After any retiring or removed Agent shall be discharged from its duties and obligations hereunder and under the Notes and (2) except for any indemnity payments owed to the retiring or removed Agent, all payments, communications and determinations provided to be made by, to or through the Agent shall instead be made by or to each Lender and Issuing Bank directly, until such time, if any, as the Required Lenders or the Company appoint a successor Agent as provided for above. Upon the acceptance of a successor’s appointment as Agent hereunder, such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring or removed Agent (other than any rights to indemnity payments owed to the retiring or removed Agent), and the retiring or removed Agent shall be discharged from all of its duties and obligations hereunder or under the Notes. The fees payable by the Company to a successor Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Company and such successor. After the retiring or removed Agent’s resignation or removal hereunder and under the Notes's resignation, the provisions of this Article Agreement and Section 9.04 of all other Loan Documents shall continue in effect for the retiring Person's benefit of such retiring or removed Agent, its sub agents and their respective Related Parties in respect of any actions taken or omitted to be taken by any of them it while the retiring or removed Agent it was acting as Agent. (d) Any resignation pursuant to this Section by a Person acting as Agent shall, unless such Person shall notify the Company and the Lenders otherwise, also act to relieve such Person and its Affiliates of any obligation to issue new, or extend existing, Letters of Credit where such issuance or extension is to occur on or after the date that is 60 days after such Person gave notice of such resignation. Upon the acceptance of a successor’s appointment as Agent hereunder, (i) such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring Agent in its capacity (if any) as Issuing Bank, (ii) the retiring Agent in its capacity (if any) as Issuing Bank shall be discharged from all of its respective duties and obligations hereunder or under the Notes in such capacity and (iii) the successor Issuing Bank shall issue letters of credit in substitution for the Letters of Credit, if any, outstanding at the time of such succession or make other arrangement satisfactory to the retiring Issuing Bank to effectively assume the obligations of the retiring Issuing Bank with respect to such Letters of Credit; except, in each case, as may otherwise be agreed by the Company and such successor Agent if the retiring Agent is a Defaulting Lender.

Resignation of Agent. (a) The Subject to the appointment and acceptance of a successor Agent as provided below, the Agent may resign at any time and, if by giving written notice thereof to the Person acting as the Agent is a Defaulting Lender Lenders and the Company so requests, the Agent shall promptly, give notice of its resignation to the Lenders, the Issuing Banks and the CompanyBorrower. Upon receipt of any such notice of resignation, the Required Lenders shall have the rightright to appoint a successor Agent, with the consent of the Company so long as which shall be a Lender which has an office in New York, New York and, provided no Default or Event of Default has occurred and is continuing, to appoint a successor, which shall be a bank with an office in New Yorkreasonably acceptable to the Borrower, New York, such acceptance not to be unreasonably withheld or an Affiliate of any such bank with an office in New York, New Yorkdelayed. If no such successor Agent shall have been so appointed by the Required Lenders and shall have accepted such appointment within 30 days after the retiring Agent gives Agent's giving of notice of its resignation resignation, then the Company may (if the resignation is at the request of the Company) or the retiring Agent may (but shall not be obligated to)may, on behalf of the Lenders and the Issuing BanksLenders, with the consent of the Company so long as appoint a successor Agent, which shall be a Lender which has an office in New York, New York and, provided no Default or Event of Default has occurred and is continuing, appoint a successor Agent meeting which shall be reasonably acceptable to the qualifications set forth above. Whether or not a successor has been appointedBorrower, such resignation shall become effective no earlier than three Business Days after the date in such notice (the “Resignation Effective Date”). (b) If the Person serving as Agent is a Defaulting Lender pursuant to clause (b) of the definition thereof, each of the Company and the Required Lenders may, to the extent permitted by applicable law, by notice in writing to such Person and, if such notice is given by the Required Lenders, to the Company, remove such Person as Agent and, the Required Lenders may, with the consent of the Company so long as no Event of Default has occurred and is continuing, appoint a successor. If no such successor shall have been so appointed by the Required Lenders and shall have accepted such appointment within 30 days (or such earlier day as shall be agreed by the Required Lenders) (the “Removal Effective Date”), then such removal shall nonetheless become effective in accordance with such notice on the Removal Effective Date. (c) With effect from the Resignation Effective Date or the Removal Effective Date (as applicable) (1) the retiring or removed Agent shall be discharged from its duties and obligations hereunder and under the Notes and (2) except for any indemnity payments owed to the retiring or removed Agent, all payments, communications and determinations provided acceptance not to be made by, to unreasonably withheld or through the Agent shall instead be made by or to each Lender and Issuing Bank directly, until such time, if any, as the delayed. The Required Lenders or the Company appoint retiring Agent, as the case may be, shall upon the appointment of a successor Successor Agent as provided for abovepromptly so notify the Borrower, the Guarantors and the other Lenders. Upon the acceptance of a successor’s any appointment as Agent hereunderhereunder by a successor Agent, such successor Agent shall thereupon succeed to and become vested with all of the rights, powers, privileges and duties of the retiring or removed Agent (other than any rights to indemnity payments owed to the retiring or removed Agent), and the retiring or removed Agent shall be discharged from all of its duties and obligations hereunder or under the Notes. The fees payable by the Company to a successor Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Company and such successorhereunder. After the any retiring or removed Agent’s 's resignation or removal hereunder and under the Notesas Agent, the provisions of this Article and Section 9.04 7 shall continue in effect for the its benefit of such retiring or removed Agent, its sub agents and their respective Related Parties in respect of any actions taken or omitted to be taken by any of them it while the retiring or removed Agent it was acting as the Agent. (d) Any resignation pursuant to this Section by a Person acting as Agent shall, unless such Person shall notify the Company and the Lenders otherwise, also act to relieve such Person and its Affiliates of any obligation to issue new, or extend existing, Letters of Credit where such issuance or extension is to occur on or after the date that is 60 days after such Person gave notice of such resignation. Upon the acceptance of a successor’s appointment as Agent hereunder, (i) such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring Agent in its capacity (if any) as Issuing Bank, (ii) the retiring Agent in its capacity (if any) as Issuing Bank shall be discharged from all of its respective duties and obligations hereunder or under the Notes in such capacity and (iii) the successor Issuing Bank shall issue letters of credit in substitution for the Letters of Credit, if any, outstanding at the time of such succession or make other arrangement satisfactory to the retiring Issuing Bank to effectively assume the obligations of the retiring Issuing Bank with respect to such Letters of Credit; except, in each case, as may otherwise be agreed by the Company and such successor Agent if the retiring Agent is a Defaulting Lender.

Resignation of Agent. (a) The Agent may at any time and, if the Person acting as the Agent is a Defaulting Lender and the Company so requests, the Agent shall promptly, give notice of its resignation to the Lenders, the Issuing Banks Lenders and the CompanyBorrower. Upon receipt of any such notice of resignation, the Required Lenders shall have the right, with approval from the consent of the Company Borrower (so long as no Event of Default has occurred and is continuing), to appoint a successor, which shall such approval not to be a bank with an office in New York, New York, unreasonably withheld or an Affiliate of any such bank with an office in New York, New Yorkdelayed. If no such successor shall have been so appointed by the Required Lenders and shall have accepted such appointment within 30 thirty (30) days after the retiring Agent gives notice of its resignation resignation, then the Company may (if the resignation is at the request of the Company) or the retiring Agent may (but shall not be obligated to), on behalf of the Lenders and the Issuing Banks, with the consent of the Company so long as no Event of Default has occurred and is continuingLenders, appoint a successor Agent meeting the qualifications set forth above. Whether or not a successor has been appointed, such resignation ; provided that if the Agent shall become effective no earlier than three Business Days after notify the date in such notice (the “Resignation Effective Date”). (b) If the Person serving as Agent is a Defaulting Lender pursuant to clause (b) of the definition thereof, each of the Company Borrower and the Required Lenders may, to the extent permitted by applicable law, by notice in writing to such that no qualifying Person and, if such notice is given by the Required Lenders, to the Company, remove such Person as Agent and, the Required Lenders may, with the consent of the Company so long as no Event of Default has occurred and is continuing, appoint a successor. If no such successor shall have been so appointed by the Required Lenders and shall have accepted such appointment within 30 days (or such earlier day as shall be agreed by the Required Lenders) (the “Removal Effective Date”)appointment, then such removal resignation shall nonetheless become effective in accordance with such notice on the Removal Effective Date. and (c) With effect from the Resignation Effective Date or the Removal Effective Date (as applicable) (1i) the retiring or removed Agent shall be discharged from its duties and obligations hereunder and under the Notes other Loan Documents (except that in the case of any collateral security held by the Agent on behalf of the Lenders under any of the Loan Documents, the retiring Agent shall continue to hold such collateral security until such time as a successor Agent is appointed) and (2ii) except for any indemnity payments owed to the retiring or removed Agent, all payments, communications and determinations provided to be made by, to or through the Agent shall instead be made by or to each Lender and Issuing Bank directly, until such time, if any, time as the Required Lenders or the Company appoint a successor Agent as provided for aboveabove in this Section 10.6. Upon the acceptance of a successor’s appointment as Agent hereunder, such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring (or removed Agent (other than any rights to indemnity payments owed to the retiring or removed retired) Agent), and the retiring or removed Agent shall be discharged from all of its duties and obligations hereunder or under the Notesother Loan Documents (if not already discharged therefrom as provided above in this Section). The fees payable by the Company Borrower to a successor Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Company Borrower and such successor. After the retiring or removed Agent’s resignation or removal hereunder and under the Notesother Loan Documents, the provisions of this Article Section 10 and Section 9.04 11.3 [Expenses; Indemnity; Damage Waiver] shall continue in effect for the benefit of such retiring or removed Agent, its sub 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 Agent was acting as Agent. (d) Any resignation pursuant to this Section by a Person acting as Agent shall, unless such Person shall notify the Company and the Lenders otherwise, also act to relieve such Person and its Affiliates of any obligation to issue new, or extend existing, Letters of Credit where such issuance or extension is to occur on or after the date that is 60 days after such Person gave notice of such resignation. Upon the acceptance appointment of a successor’s appointment as successor Agent hereunder, (i) such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of PNC Bank as the retiring Agent in its capacity (if any) as Issuing Bank, (ii) the retiring Agent in its capacity (if any) as Issuing and PNC Bank shall be discharged from all of its respective duties and obligations hereunder or as Agent under the Notes in such capacity and (iii) the successor Issuing Bank shall issue letters of credit in substitution for the Letters of Credit, if any, outstanding at the time of such succession or make other arrangement satisfactory to the retiring Issuing Bank to effectively assume the obligations of the retiring Issuing Bank with respect to such Letters of Credit; except, in each case, as may otherwise be agreed by the Company and such successor Agent if the retiring Agent is a Defaulting LenderLoan Documents.