Common use of Resignation of Agent Clause in Contracts

Resignation of Agent. (a) The Administrative Agent may at any time give notice of its resignation to the Lenders and the Borrower, which notice shall set forth the effective date of such resignation (the “Resignation Effective Date”), such date not to be earlier than the thirtieth (30th) day following the date of such notice. The Majority Lenders and the Borrower shall mutually agree upon a successor to the Administrative Agent. If the Majority Lenders and the Borrower are unable to so mutually agree and no successor shall have been appointed within twenty-five (25) days after the retiring Administrative Agent gives notice of its resignation, then the retiring Administrative Agent may (but will not be obligated to), on behalf of the Lenders, appoint a successor Administrative Agent it shall designate (in its reasonable discretion after consultation with the Borrower and the Majority Lenders). Whether or not a successor has been appointed, such resignation will become effective in accordance with such notice on the Resignation Effective Date. (b) With effect from the Resignation Effective Date (i) the retiring Administrative Agent will be discharged from its duties and obligations hereunder and under the other Loan Documents (except that in the case of any Collateral held by the Administrative Agent on behalf of the Lenders under any of the Loan Documents, the retiring Administrative Agent will continue to hold such Collateral until such time as a successor Administrative Agent is appointed) and (ii) except for any indemnity payments owed to the retiring Administrative Agent, all payments, communications and determinations provided to be made by, to or through the Administrative Agent will instead be made by or to each Lender directly, until such time, if any, as the Majority Lenders appoint a successor Administrative Agent as provided for above. Upon the acceptance of a successor’s appointment as Administrative Agent hereunder, such successor will succeed to and become vested with all of the rights, powers, privileges and duties of the retiring Administrative Agent (other than any rights to indemnity payments owed to the retiring Administrative Agent), and the retiring Administrative Agent will be discharged from all of its duties and obligations hereunder or under the other Loan Documents. The fees payable by the Borrower to a successor Administrative Agent will be the same as those payable to its predecessor unless otherwise agreed between the Borrower and such successor. After the retiring Administrative Agent’s resignation hereunder and under the other Loan Documents, the provisions of this Section 13 and Sections 14.03 and 14.04 will continue in effect for the benefit of such retiring Administrative Agent, its sub-agents and their respective Affiliates in respect of any actions taken or omitted to be taken by any of them while the retiring Administrative Agent was acting as Administrative Agent.

Resignation of Agent. (a) The Administrative Agent may at any time give notice of its resignation to the Lenders and the Administrative Borrower, which notice shall set forth the effective date of such resignation (the “Resignation Effective Date”), such date not to be earlier than the thirtieth (30th) day following the date of such notice. The Majority Lenders and the Administrative Borrower shall mutually agree upon a successor to the Administrative Agent. If the Majority Lenders and the Administrative Borrower are unable to so mutually agree and no successor shall have been appointed within twenty-five twenty‑five (25) days after the retiring Administrative Agent gives notice of its resignation, then the retiring Administrative Agent may (but will not be obligated to), on behalf of the Lenders, appoint a successor Administrative Agent it shall designate (in its reasonable discretion after consultation with the Borrower Borrowers and the Majority Lenders). Whether or not a successor has been appointed, such resignation will become effective in accordance with such notice on the Resignation Effective Date. (b) With effect from the Resignation Effective Date (i) the retiring Administrative Agent will be discharged from its duties and obligations hereunder and under the other Loan Documents (except that in the case of any Collateral held by the Administrative Agent on behalf of the Lenders under any of the Loan Documents, the retiring Administrative Agent will continue to hold such Collateral until such time as a successor Administrative Agent is appointed) and (ii) except for any indemnity payments owed to the retiring Administrative Agent, all payments, communications and determinations provided to be made by, to or through the Administrative Agent will instead be made by or to each Lender directly, until such time, if any, as the Majority Lenders appoint a successor Administrative Agent as provided for above. Upon the acceptance of a successor’s appointment as Administrative Agent hereunder, such successor will succeed to and become vested with all of the rights, powers, privileges and duties of the retiring Administrative Agent (other than any rights to indemnity payments owed to the retiring Administrative Agent), and the retiring Administrative Agent will be discharged from all of its duties and obligations hereunder or under the other Loan Documents. The fees payable by the Borrower Borrowers to a successor Administrative Agent will be the same as those payable to its predecessor unless otherwise agreed between the Administrative Borrower and such successor. After the retiring Administrative Agent’s resignation hereunder and under the other Loan Documents, the provisions of this Section 13 Article 12 and Sections 14.03 13.03 and 14.04 13.06 will continue in effect for the benefit of such retiring Administrative Agent, its sub-agents sub‑agents and their respective Affiliates in respect of any actions taken or omitted to be taken by any of them while the retiring Administrative Agent was acting as Administrative Agent.

Resignation of Agent. (a) The Subject to the appointment and acceptance of a successor Administrative Agent as provided below, the Administrative Agent may resign at any time give by notice of its resignation to the Lenders and the Administrative Borrower. Upon any such resignation, the Required Lenders with the consent of the Administrative Borrower (which notice consent shall set forth not be unreasonably withheld) shall have the effective date of such resignation (the “Resignation Effective Date”), such date not right to be earlier than the thirtieth (30th) day following the date of such notice. The Majority Lenders and the Borrower shall mutually agree upon appoint a successor to the Administrative Agent. If the Majority Lenders and the Borrower are unable to so mutually agree and no successor Administrative Agent shall have been appointed by the Required Lenders and consented to by the Administrative Borrower and no successor Administrative Agent shall have accepted such appointment within twenty-five thirty (2530) days after the retiring Administrative Agent gives Agent’s giving of notice of its resignation, then the retiring Administrative Agent may (but will not be obligated to)may, on behalf of the Lenders, appoint a successor Administrative Agent it shall designate (in its reasonable discretion after consultation with Agent; provided, however, if the Borrower and the Majority Lenders). Whether or failure to do so was not a successor has been appointed, such resignation will become effective in accordance with such notice on result of the Resignation Effective Date. (b) With effect from the Resignation Effective Date (i) the retiring Administrative Agent will be discharged from its duties and obligations hereunder and under the other Loan Documents (except that in the case of any Collateral held failure by the Administrative Agent on behalf Borrower to consent to any appointment, the Administrative Borrower shall retain the right to consent; provided, further, that if the failure to do so was not a result of the Lenders under any failure of the Loan DocumentsRequired Lenders to appoint such successor, the retiring Administrative Agent will continue Required Lenders shall obtain the right to hold consent to such Collateral until such time as a successor Administrative Agent is appointed) and (ii) except for any indemnity payments owed to the retiring Administrative Agent, all payments, communications and determinations provided to be made by, to or through the Administrative Agent will instead be made by or to each Lender directly, until such time, if any, as the Majority Lenders appoint a successor Administrative Agent as provided for abovesuccessor. Upon the acceptance of a successor’s any appointment as the Administrative Agent hereunderby a successor Administrative Agent, such successor will Administrative Agent shall thereupon succeed to and become vested with all of the rights, remedies, powers, privileges privileges, duties and duties obligations of the retiring Administrative Agent (other than any rights to indemnity payments owed to the retiring Administrative Agent), and the retiring Administrative Agent will shall be discharged from all of its duties and obligations hereunder or obligations, under the other Loan Documents. The fees payable by the Borrower to a successor Administrative Agent will be the same as those payable to its predecessor unless otherwise agreed between the Borrower and such successor. After the any retiring Administrative Agent’s resignation hereunder and under the other Loan Documentsas Administrative Agent, the provisions of this Section 13 and Sections 14.03 and 14.04 will ARTICLE XIII shall continue in effect for the its benefit of such retiring Administrative Agent, its sub-agents and their respective Affiliates in respect of any actions taken or omitted to be taken by any of them it while the retiring Administrative Agent it was acting as Administrative Agent. (b) Subject to the appointment and acceptance of a successor Collateral Agent as provided below, the Collateral Agent may resign upon thirty (30) days, prior written notice to the Lenders and the Administrative Borrower. Upon any such resignation, the Required Lenders with the consent of the Administrative Borrower (which consent shall not be unreasonably withheld or delayed) shall have the right to appoint a successor Collateral Agent. If no successor Collateral Agent shall have been appointed by the Required Lenders and consented to by the Administrative Borrower and no successor Collateral Agent shall have accepted such appointment within thirty (30) days after the retiring Collateral Agent’s giving of notice of resignation, then the retiring Collateral Agent may, on behalf of the Lenders, appoint a successor Collateral Agent; provided, however, if the failure to do so was not a result of the failure by the Administrative Borrower to consent to any appointment, the Administrative Borrower shall retain the right to consent. Upon the acceptance of any appointment as Collateral Agent by a successor Collateral Agent, such successor Collateral Agent shall thereupon succeed to and become vested with all the rights, remedies, powers, privileges, duties and obligations of the retiring Collateral Agent, and the retiring Collateral Agent shall be discharged from its duties and obligations, under the Loan Documents. After any retiring Collateral Agent’s resignation as the Collateral Agent, the provisions of this ARTICLE XIII shall continue in effect for its benefit in respect of any actions taken or omitted to be taken by it while it was acting as the Collateral Agent.

Resignation of Agent. (a) The Administrative Agent may at any time give notice of its resignation to the Lenders and the Administrative Borrower, which notice shall set forth the effective date of such resignation (the “Resignation Effective Date”), such date not to be earlier than the thirtieth (30th) day following the date of such notice. The Majority Lenders and the Borrower ▇▇▇▇▇▇▇▇▇ shall mutually agree upon a successor to the Administrative Agent. If the Majority Lenders ▇▇▇▇▇▇▇ and the Borrower ▇▇▇▇▇▇▇▇▇ are unable to so mutually agree and no successor shall have been appointed within twenty-five (25) days after the retiring Administrative Agent gives notice of its resignation, then the retiring Administrative Agent may (but will not be obligated to), on behalf of the Lenders, appoint a successor Administrative Agent it shall designate (in its reasonable discretion after consultation with the Borrower Borrowers and the Majority Lenders). Whether or not a successor has been appointed, such resignation will become effective in accordance with such notice on the Resignation Effective Date. (b) With effect from the Resignation Effective Date (i) the retiring Administrative Agent will be discharged from its duties and obligations hereunder and under the other Loan Documents (except that in the case of any Collateral held by the Administrative Agent on behalf of the Lenders under any of the Loan Documents, the retiring Administrative Agent will continue to hold such Collateral until such time as a successor Administrative Agent is appointed) and (ii) except for any indemnity payments owed to the retiring Administrative Agent, all payments, communications and determinations provided to be made by, to or through the Administrative Agent will instead be made by or to each Lender directly, until such time, if any, as the Majority Lenders appoint a successor Administrative Agent as provided for above. Upon the acceptance of a successor’s appointment as Administrative Agent hereunder, such successor will succeed to and become vested with all of the rights, powers, privileges and duties of the retiring Administrative Agent (other than any rights to indemnity payments owed to the retiring Administrative Agent), and the retiring Administrative Agent will be discharged from all of its duties and obligations hereunder or under the other Loan Documents. The fees payable by the Borrower Borrowers to a successor Administrative Agent will be the same as those payable to its predecessor unless otherwise agreed between the Borrower Borrowers and such successor. After the retiring Administrative Agent’s resignation hereunder and under the other Loan Documents, the provisions of this Section 13 Article 12 and Sections 14.03 13.03 and 14.04 13.06 will continue in effect for the benefit of such retiring Administrative Agent, its sub-agents and their respective Affiliates in respect of any actions taken or omitted to be taken by any of them while the retiring Administrative Agent was acting as Administrative Agent.

Resignation of Agent. (a) The Administrative Agent may at any time give notice of its resignation to the Lenders and Borrowing Agent. Upon receipt of any such notice of resignation, the BorrowerRequired Lenders shall have the right, in consultation with Borrowing Agent, to appoint a successor, which shall be a financial institution with an office in New York, or an Affiliate of any such financial institution with an office in 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 Agent gives notice of its resignation (or such earlier day as shall set forth be agreed by the effective date of such resignation Required Lenders) (the “Resignation Effective Date”), such date not to be earlier than the thirtieth (30th) day following the date of such notice. The Majority Lenders and the Borrower shall mutually agree upon a successor to the Administrative Agent. If the Majority Lenders and the Borrower are unable to so mutually agree and no successor shall have been appointed within twenty-five (25) days after the retiring Administrative Agent gives notice of its resignation, then the retiring Administrative Agent may (but will shall not be obligated to), on behalf of the Lenders, appoint a successor Administrative Agent it shall designate (in its reasonable discretion after consultation with meeting the Borrower and the Majority Lenders)qualifications set forth above. Whether or not a successor has been appointed, such resignation will shall become effective in accordance with such notice on the Resignation Effective Date. (b) With effect from the Resignation Effective Date (i) the retiring Administrative Agent will shall be discharged from its duties and obligations hereunder and under the other Loan Other Documents (except that in the case of any Collateral collateral security held by the Administrative Agent on behalf of the Lenders under this Agreement or any of the Loan Other Documents, the retiring Administrative Agent will shall continue to hold such Collateral collateral security until such time as a successor Administrative Agent is appointed) and (ii) except for any accrued but unpaid fees, unreimbursed expenses or any indemnity payments owed to the retiring Administrative Agent, all payments, communications and determinations provided to be made by, to or through the Administrative Agent will shall instead be made by or to each Lender directly, until such time, if any, as the Majority Required Lenders appoint a successor Administrative Agent as provided for above. Upon the acceptance of a successor’s appointment as Administrative Agent hereunder, such successor will shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring Administrative Agent (other than any rights to accrued but unpaid fees, unreimbursed expenses or any indemnity payments owed to the retiring Administrative Agent), and the retiring Administrative Agent will shall be discharged from all of its duties and obligations hereunder or and under the other Loan Other Documents. The fees payable by the Borrower Borrowers to a successor Administrative Agent will shall be the same as those payable to its predecessor unless otherwise agreed between the Borrower Borrowers and such successor. After the retiring Administrative Agent’s resignation hereunder and under the other Loan Other Documents, the provisions of this Article XIV, Section 13 16.5 and Sections 14.03 and 14.04 will Section 16.9 shall continue in effect for the benefit of such retiring Administrative Agent, its sub-agents and their respective Affiliates Affiliates, partners, directors, officers, employees, agents, trustees, administrators, managers, advisors and representatives in respect of any actions taken or omitted to be taken by any of them while the retiring Administrative Agent was acting as Administrative Agent.

Resignation of Agent. (a) The Administrative Agent may at any time give notice of its resignation to the Lenders and the Borrower. Upon receipt of any such notice of resignation, which notice the Required Lenders shall set forth have the effective date right to appoint a successor Agent with the approval of the Borrower so long as no Event of Default exists (such resignation (the “Resignation Effective Date”), such date approval not to be earlier than unreasonably withheld or delayed), which shall be a commercial bank organized under the thirtieth (30th) day following laws of the date United States of America or a State thereof, having a combined capital and surplus of at least $5,000,000,000 and having an office in New York, New York, or an Affiliate of any such notice. The Majority Lenders and the Borrower shall mutually agree upon a successor to the Administrative Agentbank with an office in New York, New York. If the Majority Lenders and the Borrower are unable to so mutually agree and no such successor shall have been so appointed by the Required Lenders and shall have accepted such appointment within twenty-five (25) 30 days after the retiring Administrative Agent gives notice of its resignationresignation (such 30-day period, the “Lender Appointment Period”), then the retiring Administrative Agent may (but will not be obligated to), on behalf of the Lenders, appoint a successor Administrative Agent it shall designate (in its reasonable discretion meeting the qualifications set forth above. 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 consultation with the end of the Lender Appointment Period notify the Borrower and the Majority Lenders)Lenders that no qualifying Person has accepted appointment as successor Agent and the effective date of such retiring Agent’s resignation which effective date shall be no earlier than three Business Days after the date of such 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 180 days after the retiring Agent first gave notice of its resignation. Whether or not Upon the resignation effective date established in such notice and regardless of whether a successor Agent has been appointedappointed and accepted such appointment, such the retiring Agent’s resignation will shall nonetheless become effective in accordance with such notice on the Resignation Effective Date. (b) With effect from the Resignation Effective Date and (i) the retiring Administrative Agent will shall be discharged from its duties and obligations as Agent hereunder and under the other Loan Documents (except that in the case of any Collateral held by the Administrative Agent on behalf of the Lenders under any of the Loan Documents, the retiring Administrative Agent will continue to hold such Collateral until such time as a successor Administrative Agent is appointed) Notes and (ii) except for any indemnity payments owed to the retiring Administrative Agent, all payments, communications and determinations provided to be made by, to or through the Administrative Agent will shall instead be made by or to each Lender directly, until such time, if any, time as the Majority Required Lenders appoint a successor Administrative Agent as provided for aboveabove in this paragraph. Upon the acceptance of a successor’s appointment as Administrative Agent hereunder, such successor will shall succeed to and become vested with all of the rights, powers, privileges and duties as Agent of the retiring Administrative Agent (other than any rights to indemnity payments owed to the retiring Administrative or retired) Agent), and the retiring Administrative Agent will shall be discharged from all of its duties and obligations as Agent hereunder or under the other Loan Documents(if not already discharged therefrom as provided above in this paragraph). The fees payable by the Borrower to a successor Administrative Agent will shall be the same as those payable to its predecessor unless otherwise agreed between the Borrower and such successor. After the retiring Administrative Agent’s resignation hereunder and under the other Loan Documentshereunder, the provisions of this Article and Section 13 and Sections 14.03 and 14.04 will 8.04 shall continue in effect for the benefit of such retiring Administrative Agent, its sub-agents and their respective Affiliates Related Parties in respect of any actions taken or omitted to be taken by any of them while the retiring Administrative Agent was acting as Administrative Agent.

Resignation of Agent. (a) The Administrative Agent may at any time give notice of its resignation to the Lenders and the Borrower, which notice shall set forth the effective date of such resignation (the “Resignation Effective Date”), such date not to be earlier than the thirtieth (30th) day following the date of such notice. The Majority Lenders and the Borrower shall mutually agree upon a successor to the Administrative Agent. If the Majority Lenders and the Borrower are unable to so mutually agree and no successor shall have been appointed within twenty-five (25) days after the retiring Administrative Agent gives notice of its resignation, then the retiring Administrative Agent may (but will not be obligated to), on behalf of the Lenders, appoint a successor Administrative Agent it shall designate (in its reasonable discretion after consultation with the Borrower and the Majority Lenders). Whether or not a successor has been appointed, such resignation will become effective in accordance with such notice on the Resignation Effective Date. (b) With effect from the Resignation Effective Date (i) the retiring Administrative Agent will be discharged from its duties and obligations hereunder and under the other Loan Documents (except that in the case of any Collateral held by the Administrative Agent on behalf of the Lenders under any of the Loan Documents, the retiring Administrative Agent will continue to hold such Collateral until such time as a successor Administrative Agent is appointed) and (ii) except for any indemnity payments owed to the retiring Administrative Agent, all payments, communications and determinations provided to be made by, to or through the Administrative Agent will instead be made by or to each Lender directly, until such time, if any, as the Majority Lenders appoint a successor Administrative Agent as provided for above. Upon the acceptance of a successor’s appointment as Administrative Agent hereunder, such successor will succeed to and become vested with all of the rights, powers, privileges and duties of the retiring Administrative Agent (other than any rights to indemnity payments owed to the retiring Administrative Agent), and the retiring Administrative Agent will be discharged from all of its duties and obligations hereunder or under the other Loan Documents. The fees payable by the Borrower to a successor Administrative Agent will be the same as those payable to its predecessor unless otherwise agreed between the Borrower and such successor. After the retiring Administrative Agent’s resignation hereunder and under the other Loan Documents, the provisions of this Section 13 Article 12 and Sections 14.03 13.03 and 14.04 13.06 will continue in effect for the benefit of such retiring Administrative Agent, its sub-agents and their respective Affiliates in respect of any actions taken or omitted to be taken by any of them while the retiring Administrative Agent was acting as Administrative Agent.

Resignation of Agent. (a) The Any Administrative Agent may at any time give notice of its resignation to the Lenders Managing Member and the BorrowerClass A Limited Members. Upon receipt or giving of any such notice of resignation, if the Managing Member determines that a successor Administrative Agent should be appointed, the Required Class A Limited Members shall have the right, in consultation with the Managing Member, to appoint a successor, which notice shall set forth be a bank with an office in the effective date United States, or an Affiliate of any such resignation (bank with an office in the “Resignation Effective Date”), such date not to be earlier than the thirtieth (30th) day following the date of such notice. The Majority Lenders and the Borrower shall mutually agree upon a successor to the Administrative AgentUnited States. If the Majority Lenders and the Borrower are unable to so mutually agree and no such successor shall have been so appointed by the Required Class A Limited Members and shall have accepted such appointment within twenty-five (25) 30 days after the retiring Managing Member notifies the Class A Limited Members of its determination that a successor Administrative Agent gives notice of its resignationshould be appointed (such 30-day period, the “Appointment Period”), then the retiring Administrative Agent may (but will not be obligated to)Managing Member may, on behalf of the LendersClass A Limited Members, appoint a successor Administrative Agent it shall designate (in its reasonable discretion meeting the qualifications set forth above. In addition and without any obligation on the part of the retiring Administrative Agent to appoint, on behalf of the Class A Limited Members, a successor Administrative Agent, the retiring Administrative Agent may at any time upon or after consultation with the Borrower end of the Appointment Period notify the Managing Member and the Majority Lenders)Class A Limited Members that no qualifying Person has accepted appointment as successor Administrative Agent and the effective date of such retiring Administrative Agent’s resignation. Whether or not Upon the resignation effective date established in such notice and regardless of whether a successor Administrative Agent has been appointedappointed and accepted such appointment, such the retiring Administrative Agent’s resignation will shall nonetheless become effective in accordance with such notice on the Resignation Effective Date. and (b) With effect from the Resignation Effective Date (ia) the retiring Administrative Agent will shall be discharged from its duties and obligations as Administrative Agent hereunder and under the other Loan Documents (except that in the case of any Collateral held by the Administrative Agent on behalf of the Lenders under any of the Loan Documents, the retiring Administrative Agent will continue to hold such Collateral until such time as a successor Administrative Agent is appointedb) and (ii) except for any indemnity payments owed to the retiring Administrative Agent, all payments, communications and determinations provided to be made by, to or through the Administrative Agent will shall instead be made by or to each Lender the applicable Member directly, until such time, if any, time as the Majority Lenders appoint a successor Administrative Agent (if any) is appointed as provided for aboveherein. Upon the acceptance of a successor’s appointment as Administrative Agent hereunder, such successor will shall succeed to and become vested with all of the rights, powers, privileges and duties as Administrative Agent of the retiring Administrative Agent (other than any rights to indemnity payments owed to the retiring or retired) Administrative Agent), and the retiring Administrative Agent will shall be discharged from all of its duties and obligations as Administrative Agent hereunder or under the other Loan Documents(if not already discharged therefrom as provided herein). The fees payable by the Borrower Company to a successor Administrative Agent will shall be the same as those payable to its predecessor unless otherwise agreed between the Borrower Company and such successor. After the retiring Administrative Agent’s resignation hereunder and under the other Loan Documentshereunder, the provisions of this Section 13 and Sections 14.03 and 14.04 will 16 shall continue in effect for the benefit of such retiring Administrative Agent, its sub-agents and their respective Affiliates in respect of any actions taken or omitted to be taken by any of them while the retiring Administrative Agent was acting as Administrative Agent.

Resignation of Agent. (a) The Subject to the appointment and acceptance of a successor Administrative Agent as provided below, the Administrative Agent may resign at any time give by notice of its resignation to the Lenders and Borrowers. Upon any such resignation, the Borrower, which notice Required Lenders shall set forth have the effective date of such resignation (the “Resignation Effective Date”), such date not right to be earlier than the thirtieth (30th) day following the date of such notice. The Majority Lenders and the Borrower shall mutually agree upon appoint a successor to the Administrative Agent. If the Majority Lenders and the Borrower are unable to so mutually agree and no successor Administrative Agent shall have been appointed by the Required Lenders and have accepted such appointment within twenty-five (25) 30 days after the retiring Administrative Agent gives Agent's giving of notice of its resignation, then the retiring Administrative Agent may (but will not be obligated to)may, on behalf of the Lenders, appoint a successor Administrative Agent it shall designate (in its reasonable discretion after consultation with the Borrower and the Majority Lenders). Whether or not a successor has been appointed, such resignation will become effective in accordance with such notice on the Resignation Effective Date. (b) With effect from the Resignation Effective Date (i) the retiring Administrative Agent will be discharged from its duties and obligations hereunder and under the other Loan Documents (except that in the case of any Collateral held by the Administrative Agent on behalf of the Lenders under any of the Loan Documents, the retiring Administrative Agent will continue to hold such Collateral until such time as a successor Administrative Agent is appointed) and (ii) except for any indemnity payments owed to the retiring Administrative Agent, all payments, communications and determinations provided to be made by, to or through the Administrative Agent will instead be made by or to each Lender directly, until such time, if any, as the Majority Lenders appoint a successor Administrative Agent as provided for above. Upon the acceptance of a successor’s any appointment as the Administrative Agent hereunderby a successor Administrative Agent, such successor will Administrative Agent shall thereupon succeed to and become vested with all of the rights, remedies, powers, privileges privileges, duties and duties obligations of the retiring Administrative Agent (other than any rights to indemnity payments owed to the retiring Administrative Agent), and the retiring Administrative Agent will shall be discharged from all of its duties and obligations hereunder or obligations, under the other Loan Documents. The fees payable by the Borrower to a successor Administrative Agent will be the same as those payable to its predecessor unless otherwise agreed between the Borrower and such successor. After the any retiring Administrative Agent’s 's resignation hereunder and under the other Loan Documentsas Administrative Agent, the provisions of this Section 13 and Sections 14.03 and 14.04 will Article XIII shall continue in effect for the its benefit of such retiring Administrative Agent, its sub-agents and their respective Affiliates in respect of any actions taken or omitted to be taken by any of them it while the retiring Administrative Agent it was acting as Administrative Agent. (b) Subject to the appointment and acceptance of a successor Collateral Agent as provided below, Collateral Agent may resign at any time by notice to the Lenders and Borrowers. Upon any such resignation, Required Lenders shall have the right to appoint a successor Collateral Agent. If no successor Collateral Agent shall have been appointed by Required Lenders and have accepted such appointment within 30 days after the retiring Collateral Agent's giving of notice of resignation, then the retiring Collateral Agent may, on behalf of Lenders, appoint a successor Collateral Agent. Upon the acceptance of any appointment as Collateral Agent by a successor Collateral Agent, such successor Collateral Agent shall thereupon succeed to and become vested with all the rights, remedies, powers, privileges, duties and obligations of the retiring Collateral Agent, and the retiring Collateral Agent shall be discharged from its duties and obligations, under the Loan Documents. After any retiring Collateral Agent's resignation as Collateral Agent, the provisions of this Article XIII shall continue in effect for its benefit in respect of any actions taken or omitted to be taken by it while it was acting as Collateral Agent.

Resignation of Agent. (a) The Administrative Agent may resign at any time give by delivering notice of its such resignation to the Lenders and the Borrower, which effective on the date set forth in such notice or, if not such date is set forth therein, upon the date such notice shall set forth the effective date of such resignation (the “Resignation Effective Date”), such date not to be earlier than the thirtieth (30th) day following the date of effective. If Administrative Agent delivers any such notice. The Majority , the Required Lenders and shall have the Borrower shall mutually agree upon right to appoint a successor to the Administrative Agent. If the Majority Lenders and the Borrower are unable to so mutually agree and no successor shall have been appointed If, within twenty-five (25) 30 days after the retiring Administrative Agent gives having given notice of its resignation, no successor Administrative Agent has been appointed by the Required Lenders that has accepted such appointment, then the retiring Administrative Agent may (but will not be obligated to)may, on behalf of the Lenders, appoint a successor Administrative Agent it from among the Lenders. Each appointment under this clause (a) shall designate (in its reasonable discretion after consultation with be subject to the Borrower and prior consent of the Majority Lenders). Whether Borrower, which may not be unreasonably withheld, conditioned or delayed but shall not a successor has been appointed, such resignation will become effective in accordance with such notice on be required during the Resignation Effective Datecontinuance of an Event of Default. (b) With effect from the Resignation Effective Date immediately upon its resignation, (i) the retiring Administrative Agent will shall be discharged from its duties and obligations hereunder and under the other Loan Documents Documents, (except that in ii) the case Lenders shall assume and perform all of any Collateral held by the duties of the Administrative Agent on behalf until a successor Administrative Agent shall have accepted a valid appointment hereunder, (iii) the retiring Administrative Agent and its Related Persons shall no longer have the benefit of the Lenders any provision of any Loan Document other than with respect to any actions taken or omitted to be taken while such retiring Administrative Agent was, or because such Administrative Agent had been, validly acting as Administrative Agent under any of the Loan DocumentsDocuments and (iv) subject to its rights under Section 10.3, the retiring Administrative Agent will continue shall take such action as may be reasonably necessary to hold such Collateral until such time assign to the successor Administrative Agent its rights as Administrative Agent under the Loan Documents. Effective immediately upon its acceptance of a valid appointment as Administrative Agent, a successor Administrative Agent is appointed) and (ii) except for any indemnity payments owed to the retiring Administrative Agentshall succeed to, all payments, communications and determinations provided to be made by, to or through the Administrative Agent will instead be made by or to each Lender directly, until such time, if any, as the Majority Lenders appoint a successor Administrative Agent as provided for above. Upon the acceptance of a successor’s appointment as Administrative Agent hereunder, such successor will succeed to and become vested with with, all of the rights, powers, privileges and duties of the retiring Administrative Agent (other than any rights to indemnity payments owed to the retiring Administrative Agent), and the retiring Administrative Agent will be discharged from all of its duties and obligations hereunder or under the other Loan Documents. The fees payable by the Borrower to a successor Administrative Agent will be the same as those payable to its predecessor unless otherwise agreed between the Borrower and such successor. After the retiring Administrative Agent’s resignation hereunder and under the other Loan Documents, the provisions of this Section 13 and Sections 14.03 and 14.04 will continue in effect for the benefit of such retiring Administrative Agent, its sub-agents and their respective Affiliates in respect of any actions taken or omitted to be taken by any of them while the retiring Administrative Agent was acting as Administrative Agent.

Resignation of Agent. (a) The Administrative Agent may at any time give notice of its resignation to the Lenders and the Borrower, which notice shall set forth the effective date of such resignation (the “Resignation Effective Date”), such date not to be earlier than the thirtieth (30th) day following the date of such notice. The Majority Lenders and the Borrower shall mutually agree upon a successor to the Administrative Agent. If the Majority Lenders and the Borrower are unable to so mutually agree and no successor shall have been appointed within twenty-five twenty‑five (25) days after the retiring Administrative Agent gives notice of its resignation, then the retiring Administrative Agent may (but will not be obligated to), on behalf of the Lenders, appoint a successor Administrative Agent it shall designate (in its reasonable discretion after consultation with the Borrower and the Majority Lenders). Whether or not a successor has been appointed, such resignation will become effective in accordance with such notice on the Resignation Effective Date. (b) With effect from the Resignation Effective Date (i) the retiring Administrative Agent will be discharged from its duties and obligations hereunder and under the other Loan Documents (except that in the case of any Collateral held by the Administrative Agent on behalf of the Lenders under any of the Loan Documents, the retiring Administrative Agent will continue to hold such Collateral until such time as a successor Administrative Agent is appointed) and (ii) except for any indemnity payments owed to the retiring Administrative Agent, all payments, communications and determinations provided to be made by, to or through the Administrative Agent will instead be made by or to each Lender directly, until such time, if any, as the Majority Lenders appoint a successor Administrative Agent as provided for above. Upon the acceptance of a successor’s appointment as Administrative Agent hereunder, such successor will succeed to and become vested with all of the rights, powers, privileges and duties of the retiring Administrative Agent (other than any rights to indemnity payments owed to the retiring Administrative Agent), and the retiring Administrative Agent will be discharged from all of its duties and obligations hereunder or under the other Loan Documents. The fees payable by the Borrower to a successor Administrative Agent will be the same as those payable to its predecessor unless otherwise agreed between the Borrower and such successor. After the retiring Administrative Agent’s resignation hereunder and under the other Loan Documents, the provisions of this Section 13 Article 12 and Sections 14.03 13.03 and 14.04 13.06 will continue in effect for the benefit of such retiring Administrative Agent, its sub-agents sub‑agents and their respective Affiliates in respect of any actions taken or omitted to be taken by any of them while the retiring Administrative Agent was acting as Administrative Agent.

Resignation of Agent. (a) The Administrative Subject to the appointment and acceptance of a successor Agent as provided below, any Agent may resign at any time give notice of its resignation to by notifying the Lenders and the Borrower, which notice shall set forth the effective date of Borrowers. Upon any such resignation (the “Resignation Effective Date”), such date not to be earlier than the thirtieth (30th) day following the date of such notice. The Majority Lenders and the Borrower shall mutually agree upon a successor to the Administrative Agent, the Required Lenders shall have the right, with the consent of the Borrowers so long as no Event of Default has occurred and is continuing, to appoint a successor. If the Majority Lenders and the Borrower are unable to so mutually agree and no successor Administrative Agent shall have been so appointed by the Required Lenders (and the Borrowers, as applicable) and shall have accepted such appointment within twenty-five (25) 30 days after the retiring Administrative Agent gives notice of its resignation, then the retiring Administrative Agent may (but will not be obligated to)may, on behalf of the Lenders, appoint a successor Administrative Agent it which shall designate (be a bank with an office in its reasonable discretion after consultation with the Borrower and the Majority Lenders). Whether New York, New York, or not a successor has been appointed, such resignation will become effective in accordance with such notice on the Resignation Effective Date. (b) With effect from the Resignation Effective Date (i) the retiring Administrative Agent will be discharged from its duties and obligations hereunder and under the other Loan Documents (except that in the case an Affiliate of any Collateral held by the Administrative Agent on behalf of the Lenders under any of the Loan Documents, the retiring Administrative Agent will continue to hold such Collateral until such time as a bank. If no successor Administrative Agent is appointed) and (ii) except for any indemnity payments owed has been appointed pursuant to the retiring immediately preceding sentence by the 30th day after the date such notice of resignation was given by such Administrative Agent, such Administrative Agent’s resignation shall become effective and the Required Lenders shall thereafter perform all payments, communications and determinations provided to be made by, to or through the duties of such Administrative Agent will instead be made by or to each Lender directly, hereunder and/or under any other Credit Document until such time, if any, as the Majority Lenders Required Lenders, with the consent of the Borrowers so long as no Event of Default has occurred and is continuing, appoint a successor Administrative Agent as provided for aboveAgent. Unless a retiring Collateral Agent’s resignation would not, in the judgment of legal counsel, adversely affect the validity, perfection, enforceability or priority of the Liens securing the Obligations, the Collateral Agent’s resignation notice shall only take effect upon: (i) the appointment of a successor Collateral Agent; and (ii) the transfer of all the Collateral to that successor Collateral Agent. Upon the acceptance of its appointment as an Agent hereunder by a successor’s appointment as Administrative Agent hereunder, such successor will shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring Administrative Agent (other than any rights to indemnity payments owed to the retiring Administrative Agent), and the retiring Administrative Agent will shall be discharged from all of its duties and obligations hereunder or under the other Loan Documentshereunder. The fees payable by the Borrower Borrowers to a successor Administrative Agent will shall be the same as those payable to its predecessor unless otherwise agreed between the Borrower Borrowers and such successor. After the retiring Administrative an Agent’s resignation hereunder and under the other Loan Documentshereunder, the provisions of this Article VIII and Section 13 and Sections 14.03 and 14.04 will 9.05 shall continue in effect for the benefit of such retiring Administrative Agent, its sub-agents and their respective Affiliates Related Parties in respect of any actions taken or omitted to be taken by any of them while the retiring Administrative Agent was acting as Administrative Agent. The parties hereto acknowledge and agree that any resignation by the Collateral Agent is not effective with respect to its rights and obligations under the Parallel Debt until such rights and obligations have been assumed by the successor Collateral Agent.

Resignation of Agent. (a) The Administrative Agent or the Collateral Agent may at any time give notice of its resignation to the Lenders Lenders, the L/C Issuers and the Borrower. Upon receipt of any such notice of resignation, the Required Lenders shall have the right, in consultation with the Borrower, to appoint a successor, which notice shall set forth be a bank with an office in the effective date United States, or an Affiliate of any such resignation (bank with an office in the “Resignation Effective Date”), such date not to be earlier than the thirtieth (30th) day following the date of such notice. The Majority Lenders and the Borrower shall mutually agree upon a successor to the Administrative AgentUnited States. If the Majority Lenders and the Borrower are unable to so mutually agree and no such successor shall have been so appointed by the Required Lenders and shall have accepted such appointment within twenty-five (25) 30 days after the retiring Administrative Agent or Collateral Agent gives notice of its resignation, then the such retiring Administrative Agent or Collateral Agent may (but will not be obligated to), on behalf of the LendersLenders and the L/C Issuers, appoint a successor Administrative Agent it or Collateral Agent meeting the qualifications set forth above; provided that if the Administrative Agent or Collateral Agent shall designate (in its reasonable discretion after consultation with notify the Borrower and the Majority Lenders). Whether or not a successor Lenders that no qualifying Person has been appointedaccepted such appointment, then such resignation will shall nonetheless become effective in accordance with such notice on the Resignation Effective Date. and (b) With effect from the Resignation Effective Date (i1) the retiring Administrative Agent will or Collateral Agent shall be discharged from its duties and obligations hereunder and under the other Loan Documents (except that in the case of any Collateral held by the Administrative Agent or Collateral Agent on behalf of the Lenders Secured Parties under any of the Loan Documents, the retiring Administrative Agent will or Collateral Agent shall continue to hold such Collateral until such time as a successor Administrative Agent or Collateral Agent is appointed) and (ii2) except for any indemnity payments owed to the retiring Administrative Agent, all payments, communications and determinations provided to be made by, to or through the Administrative Agent will or Collateral Agent shall instead be made by or to each Lender and the L/C Issuers directly, until such time, if any, time as the Majority Required Lenders appoint a successor Administrative Agent or Collateral Agent as provided for aboveabove in this Section. Upon the acceptance of a successor’s appointment as Administrative Agent or Collateral Agent hereunder, such successor will shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring (or retired) Administrative Agent or Collateral Agent (other than any rights to indemnity payments or other amounts owed to the retiring Administrative Agent or Collateral Agent, as applicable), and the retiring Administrative Agent will or Collateral Agent shall be discharged from all of its duties and obligations hereunder or under the other Loan DocumentsDocuments (if not already discharged therefrom as provided above in this Section). The fees payable by the Borrower to a successor Administrative Agent will or Collateral Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Borrower and such successor. After the retiring Administrative Agent’s or Collateral Agent’s resignation hereunder and under the other Loan Documents, the provisions of this Article and Section 13 and Sections 14.03 and 14.04 will 10.04 shall continue in effect for the benefit of such retiring Administrative Agent or Collateral Agent, its sub-agents and their respective Affiliates Related Parties in respect of any actions taken or omitted to be taken by any of them while the retiring Administrative Agent or Collateral Agent was acting as the Administrative Agent. (b) Any resignation by Bank of America as the Administrative Agent pursuant to this Section shall also constitute its resignation as L/C Issuer and Swing Line Lender. If Bank of America resigns as an L/C Issuer, it shall retain all the rights, powers, privileges and duties of the L/C Issuer hereunder with respect to all Letters of Credit outstanding as of the effective date of its resignation as L/C Issuer and all L/C Obligations with respect thereto, including the right to require the applicable Lenders to make Base Rate Loans or fund risk participations in Unreimbursed Amounts pursuant to Section 2.03(c). If Bank of America resigns as Swing Line Lender, it shall retain all the rights of the Swing Line Lender provided for hereunder with respect to Swing Line Loans made by it and outstanding as of the effective date of such resignation, including the right to require the applicable Lenders to make Base Rate Loans or fund risk participations in outstanding Swing Line Loans pursuant to Section 2.04(c). Upon the appointment by the Borrower of a successor L/C Issuer or Swing Line Lender hereunder (which successor shall in all cases be a Lender other than a Defaulting Lender) and the acceptance by such successor of such appointment, (a) such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring L/C Issuer or Swing Line Lender, as applicable, (b) the retiring L/C Issuer and Swing Line Lender shall be discharged from all of their respective duties and obligations hereunder or under the other Loan Documents if not previously so discharged, and (c) the successor L/C Issuer shall issue letters of credit in substitution for the Letters of Credit, if any, outstanding at the time of such succession or make other arrangements satisfactory to the retiring L/C Issuer to effectively assume the obligations of the retiring L/C Issuer with respect to such Letters of Credit.

Resignation of Agent. (a) The Administrative Agent and/or Collateral Agent may resign as such at any time give upon at least 30 days’ prior notice of its resignation to the Lenders and Borrowers. Upon any such resignation, the BorrowerRequired Lenders shall have the right, which notice shall set forth the effective date of such resignation (the “Resignation Effective Date”)in consultation with Borrowers, such date not to be earlier than the thirtieth (30th) day following the date of such notice. The Majority Lenders and the Borrower shall mutually agree upon appoint a successor to from among the Administrative AgentLenders. If the Majority Lenders and the Borrower are unable to so mutually agree and no successor shall have been so appointed by the Required Lenders and shall have accepted such appointment within twenty-five (25) 30 days after the retiring Administrative Agent and/or Collateral Agent, as applicable, gives notice of its resignation, then the retiring Administrative Agent may (but will not be obligated to)and/or Collateral Agent, as applicable may, on behalf of the Lenders, appoint a successor Administrative Agent it and/or Collateral Agent, as applicable, which successor shall designate be a commercial banking institution organized under the laws of the United States (in its reasonable discretion after consultation with the Borrower or any state thereof) or a United States branch or agency of a commercial banking institution, and the Majority Lenders). Whether or not a successor has been appointedhaving combined capital and surplus of at least $250.0 million; provided, however, that if such resignation will become effective in accordance with such notice on the Resignation Effective Date. (b) With effect from the Resignation Effective Date (i) the retiring Administrative Agent will be discharged from its duties and/or Collateral Agent, as applicable is unable to find a commercial banking institution which is willing to accept such appointment and obligations hereunder and under which meets the other Loan Documents (except that in the case of any Collateral held by the Administrative Agent on behalf of the Lenders under any of the Loan Documentsqualifications set forth above, the retiring Administrative Agent will continue to hold such Agent’s and/or Collateral until such time as a successor Administrative Agent is appointed) Agent’s resignation shall nevertheless thereupon become effective, and (ii) except for any indemnity payments owed to the retiring Administrative Agent, Lenders shall assume and perform all payments, communications and determinations provided to be made by, to or through of the duties of the Administrative Agent will instead be made by or to each Lender directlyand/or Collateral Agent, as applicable hereunder until such time, if any, as the Majority Required Lenders appoint a successor Administrative Agent and/or Collateral Agent, as provided for aboveapplicable. Upon the acceptance of a successor’s its appointment as Administrative Agent hereunderand/or Collateral Agent, as applicable, hereunder by a successor, such successor will shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring Administrative Agent (other than any rights to indemnity payments owed to the retiring Administrative and/or Collateral Agent), as applicable, and the retiring Administrative Agent will and/or Collateral Agent, as applicable, shall be discharged from all of its duties and obligations hereunder or under the other Loan Documentshereunder. The fees payable by the Borrower Borrowers to a successor Administrative Agent will and/or Collateral Agent, as applicable, shall be the same as those payable to its predecessor unless otherwise agreed between the Borrower Borrowers and such successor. After the retiring Administrative Agent’s and/or Collateral Agent’s resignation hereunder and under the other Loan Documentshereunder, the provisions of this Article IX and Section 13 and Sections 14.03 and 14.04 will 10.03 shall continue in effect for the benefit of such retiring Administrative Agent and/or Collateral Agent, as applicable, its respective sub-agents and their respective Affiliates in respect of any actions taken or omitted to be taken by any of them while the retiring Administrative Agent it was acting as Administrative Agent and/or Collateral Agent, as applicable.

Resignation of Agent. (a) The Notwithstanding its irrevocable appointment, the Administrative Agent may at any time give resign by giving not less than 60 days' notice of its resignation to the Lenders and the Borrower, in which notice shall set forth case the effective date Administrative Agent may forthwith appoint one of its Affiliates as successor Administrative Agent or, failing that, the Majority Lenders may identify a proposed successor Administrative Agent and notify the Borrower of the identity of such resignation person. Notwithstanding its irrevocable appointment, the Administrative Agent may be removed for good cause upon 60 days' notice to the Administrative Agent by the Majority Lenders, in which case the Majority Lenders may identify proposed successor Administrative Agent and notify the Borrower of the identity of such person. In addition, if Commerzbank A.G., shall at any time hold a Commitment which is not the largest single individual Commitment of all the Lenders' individual Commitments or which is not equal to the largest individual Commitment held by any other Lender or Lenders, it shall promptly notify the Borrower and the Lenders thereof and the Administrative Agent shall offer to resign. If such offer is accepted by the Majority Lenders (the “Resignation Effective Date”for this purpose only, Commerzbank A.G. shall be deemed to have accepted its own offer to resign), the Majority Lenders may identify a proposed successor Administrative Agent and notify the Borrower of the identity of such date person. Such person shall, with the consent of the Borrower be appointed as the successor Administrative Agent provided that such consent shall not be required where the Administrative Agent has resigned and such Administrative Agent has appointed one of its Affiliates to be its successor. If the Borrower withholds its consent to the appointment of any successor Administrative Agent it shall, within 30 days of receiving notice of the identity of the proposed appointee of the Majority Lenders, identify one or more other persons who are willing to act as the Administrative Agent and whom the Majority Lenders shall (subject to paragraph (ii) below) thereafter appoint as the relevant Agent, provided that: (i) if the Borrower does not during such 30 day period identify any such persons, the person identified by the Majority Lenders shall at the end of such period be appointed as the successor Administrative Agent; and (ii) if the Majority Lenders do not consent to the person (or any of the persons) identified by the Borrower (such consent not to be earlier than unreasonably withheld) the thirtieth (30th) day following person initially identified by the date of such notice. The Majority Lenders and the Borrower shall mutually agree upon a successor to be appointed as the Administrative Agent. If . (b) In relation to the resignation of an Administrative Agent, if the appointment of a successor Administrative Agent is to be made by the Majority Lenders and the Borrower are unable to so mutually agree and no successor shall but they have been appointed not within twenty-five (25) 45 days after the retiring notice of resignation, appointed a successor Administrative Agent gives notice of its resignationwhich accepts the appointment, then the retiring Administrative Agent may (but will not be obligated to), on behalf of the Lenders, appoint a successor Administrative Agent it shall designate (in its reasonable discretion after consultation with the Borrower and the Majority Lenders). Whether or not a successor has been appointed, such resignation will become effective in accordance with such notice on the Resignation Effective DateAgent. (bc) With effect from the Resignation Effective Date (i) the retiring Administrative Agent will be discharged from its duties and obligations hereunder and under the other Loan Documents (except that in the case of any Collateral held by the Administrative Agent on behalf of the Lenders under any of the Loan Documents, the retiring Administrative Agent will continue to hold such Collateral until such time as a successor Administrative Agent is appointed) and (ii) except for any indemnity payments owed to the retiring Administrative Agent, all payments, communications and determinations provided to be made by, to or through the Administrative Agent will instead be made by or to each Lender directly, until such time, if any, as the Majority Lenders appoint a successor Administrative Agent as provided for above. Upon the acceptance of a successor’s appointment as Administrative Agent hereunder, such successor will succeed to and become vested with all of the rights, powers, privileges and duties The resignation of the retiring Administrative Agent (other than any rights to indemnity payments owed to or the retiring removal of an Administrative Agent), as the case may be, and the retiring Administrative Agent will be discharged from all appointment of its duties and obligations hereunder or under the other Loan Documents. The fees payable by the Borrower to a any successor Administrative Agent will be both become effective only upon the same as those payable to its predecessor unless otherwise agreed between the Borrower and such successor. After the retiring Administrative Agent’s resignation hereunder and under the other Loan Documents, the provisions of this Section 13 and Sections 14.03 and 14.04 will continue in effect for the benefit of such retiring Administrative Agent, its sub-agents and their respective Affiliates in respect of any actions taken or omitted to be taken by any of them while the retiring Administrative Agent was acting as Administrative Agent.

Resignation of Agent. (a) The Administrative Agent may at any time give notice of its resignation to the Lenders and the Borrower, which notice shall set forth the effective date of such resignation (the “Resignation Effective Date”), such date not to be earlier than the thirtieth (30th) day following the date of such notice. The Majority Lenders and the Borrower shall mutually agree upon a successor to the Administrative Agent. If the Majority Lenders and the Borrower are unable to so mutually agree and no successor shall have been appointed within twenty-five (25) days after the retiring Administrative Agent gives notice of its resignation, then the retiring Administrative Agent may (but will not be obligated to), on behalf of the Lenders, appoint a successor Administrative Agent it shall designate (in its reasonable discretion after consultation with the Borrower and the Majority Lenders). Whether or not a successor has been appointed, such resignation will become effective in accordance with such notice on the Resignation Effective Date. (b) With effect from the Resignation Effective Date (i) the retiring Administrative Agent will be discharged from its duties and obligations hereunder and under the other Loan Documents (except that in the case of any Collateral held by the Administrative Agent on behalf of the Lenders under any of the Loan Documents, the retiring Administrative Agent will continue to hold such Collateral until such time as a successor Administrative Agent is appointed) and (ii) except for any indemnity payments owed to the retiring Administrative Agent, all payments, communications and determinations provided to be made by, to or through the Administrative Agent will instead be made by or to each Lender directly, until such time, if any, as the Majority Lenders appoint a successor Administrative Agent as provided for above. Upon the acceptance of a successor’s appointment as Administrative Agent hereunder, such successor will succeed to and become vested with all of the rights, powers, privileges and duties of the retiring Administrative Agent (other than any rights to indemnity payments owed to the retiring Administrative Agent), and the retiring Administrative Agent will be discharged from all of its duties and obligations hereunder or under the other Loan Documents. The fees payable by the Borrower to a successor Administrative Agent will be the same as those payable to its predecessor unless otherwise agreed between the Borrower and such successor. After the retiring Administrative Agent’s resignation hereunder and under the other Loan Documents, the provisions of this Section 13 Article 12 and Sections 14.03 13.03 and 14.04 13.06 will continue in effect for the benefit of such retiring Administrative Agent, its sub-agents and their respective Affiliates in respect of any actions taken or omitted to be taken by any of them while the retiring Administrative Agent was acting as Administrative Agent.

Resignation of Agent. (a) The Subject to the appointment and acceptance of a successor Administrative Agent as provided below, Administrative Agent may resign at any time give by notice of its resignation to the Lender Group and Borrower. Upon any such resignation, Required Lenders and shall have the Borrower, which notice shall set forth the effective date of such resignation (the “Resignation Effective Date”), such date not right to be earlier than the thirtieth (30th) day following the date of such notice. The Majority Lenders and the Borrower shall mutually agree upon appoint a successor to the Administrative Agent. If the Majority Lenders and the Borrower are unable to so mutually agree and no successor Administrative Agent shall have been appointed by Required Lenders and have accepted such appointment within twenty-five (25) 30 days after the retiring Administrative Agent gives Agent's giving of notice of its resignation, then the retiring Administrative Agent may (but will not be obligated to)may, on behalf of the Lenders, appoint a successor Administrative Agent it shall designate (in its reasonable discretion after consultation with the Borrower and the Majority Lenders). Whether or not a successor has been appointed, such resignation will become effective in accordance with such notice on the Resignation Effective Date. (b) With effect from the Resignation Effective Date (i) the retiring Administrative Agent will be discharged from its duties and obligations hereunder and under the other Loan Documents (except that in the case of any Collateral held by the Administrative Agent on behalf of the Lenders under any of the Loan Documents, the retiring Administrative Agent will continue to hold such Collateral until such time as a successor Administrative Agent is appointed) and (ii) except for any indemnity payments owed to the retiring Administrative Agent, all payments, communications and determinations provided to be made by, to or through the Administrative Agent will instead be made by or to each Lender directly, until such time, if any, as the Majority Lenders appoint a successor Administrative Agent as provided for above. Upon the acceptance of a successor’s any appointment as Administrative Agent hereunderby a successor Administrative Agent, such successor will Administrative Agent shall thereupon succeed to and become vested with all of the rights, remedies, powers, privileges privileges, duties and duties obligations of the retiring Administrative Agent (other than any rights to indemnity payments owed to the retiring Administrative Agent), and the retiring Administrative Agent will shall be discharged from all of its duties and obligations hereunder or obligations, under the other Loan Documents. The fees payable by the Borrower to a successor Administrative Agent will be the same as those payable to its predecessor unless otherwise agreed between the Borrower and such successor. After the any retiring Administrative Agent’s 's resignation hereunder and under the other Loan Documentsas Administrative Agent, the provisions of this Section 13 and Sections 14.03 and 14.04 will Article X shall continue in effect for the its benefit of such retiring Administrative Agent, its sub-agents and their respective Affiliates in respect of any actions taken or omitted to be taken by any of them it while the retiring Administrative Agent it was acting as Administrative Agent. (b) Subject to the appointment and acceptance of a successor Collateral Agent as provided below, Collateral Agent may resign at any time by notice to the Lender Group and Borrower. Upon any such resignation, Required Lenders shall have the right to appoint a successor Collateral Agent. If no successor Collateral Agent shall have been appointed by Required Lenders and have accepted such appointment within 30 days after the retiring Collateral Agent's giving of notice of resignation, then the retiring Collateral Agent may, on behalf of Lenders, appoint a successor Collateral Agent. Upon the acceptance of any appointment as Collateral Agent by a successor Collateral Agent, such successor Collateral Agent shall thereupon succeed to and become vested with all the rights, remedies, powers, privileges, duties and obligations of the retiring Collateral Agent, and the retiring Collateral Agent shall be discharged from its duties and obligations, under the Loan Documents. After any retiring Collateral Agent's resignation as Collateral Agent, the provisions of this Article X shall continue in effect for its benefit in respect of any actions taken or omitted to be taken by it while it was acting as Collateral Agent.

Resignation of Agent. (a) The Notwithstanding its irrevocable appointment, the Administrative Agent may at any time give resign by giving not less than 60 days' notice of its resignation to the Lenders and the Borrower, in which notice shall set forth case the effective date Administrative Agent may forthwith appoint one of its Affiliates as successor Administrative Agent or, failing that, the Majority Lenders may identify a proposed successor Administrative Agent and notify the Borrower of the identity of such resignation person. Notwithstanding its irrevocable appointment, the Administrative Agent may be removed for good cause upon 60 days' notice to the Administrative Agent by the Majority Lenders, in which case the Majority Lenders may identify proposed successor Administrative Agent and notify the Borrower of the identity of such person. In addition, if Commerzbank A.G., shall at any time hold a Commitment which is not the largest single individual Commitment of all the Lenders' individual Commitments or which is not equal to the largest individual Commitment held by any other Lender or Lenders, it shall promptly notify the Borrower and the Lenders thereof and the Administrative Agent shall offer to resign. If such offer is accepted by the Majority Lenders (the “Resignation Effective Date”for this purpose only, Commerzbank A.G. shall be deemed to have accepted its own offer to resign), the Majority Lenders may identify a proposed successor Administrative Agent and notify the Borrower of the identity of such date person. Such person shall, with the consent of the Borrower be appointed as the successor Administrative Agent provided that such consent shall not be required where the Administrative Agent has resigned and such Administrative Agent has appointed one of its Affiliates to be its successor. If the Borrower withholds its consent to the appointment of any successor Administrative Agent it shall, within 30 days of receiving notice of the identity of the proposed appointee of the Majority Lenders, identify one or more other persons who are willing to act as the Administrative Agent and whom the Majority Lenders shall (subject to paragraph (ii) below) thereafter appoint as the relevant Agent, provided that: (i) if the Borrower does not during such 30 day period identify any such persons, the person identified by the Majority Lenders shall at the end of such period be appointed as the successor Administrative Agent; and (ii) if the Majority Lenders do not consent to the person (or any of the persons) identified by the Borrower (such consent not to be earlier than unreasonably withheld) the thirtieth (30th) day following person initially identified by the date of such notice. The Majority Lenders and the Borrower shall mutually agree upon a successor to be appointed as the Administrative Agent. If . (b) In relation to the resignation of an Administrative Agent, if the appointment of a successor Administrative Agent is to be made by the Majority Lenders and the Borrower are unable to so mutually agree and no successor shall but they have been appointed not within twenty-five (25) 45 days after the retiring notice of resignation, appointed a successor Administrative Agent gives notice of its resignationwhich accepts the appointment, then the retiring Administrative Agent may (but will not be obligated to), on behalf of the Lenders, appoint a successor Administrative Agent it shall designate (in its reasonable discretion after consultation with the Borrower and the Majority Lenders). Whether or not a successor has been appointed, such resignation will become effective in accordance with such notice on the Resignation Effective DateAgent. (bc) With effect from the Resignation Effective Date (i) the retiring Administrative Agent will be discharged from its duties and obligations hereunder and under the other Loan Documents (except that in the case of any Collateral held by the Administrative Agent on behalf of the Lenders under any of the Loan Documents, the retiring Administrative Agent will continue to hold such Collateral until such time as a successor Administrative Agent is appointed) and (ii) except for any indemnity payments owed to the retiring Administrative Agent, all payments, communications and determinations provided to be made by, to or through the Administrative Agent will instead be made by or to each Lender directly, until such time, if any, as the Majority Lenders appoint a successor Administrative Agent as provided for above. Upon the acceptance of a successor’s appointment as Administrative Agent hereunder, such successor will succeed to and become vested with all of the rights, powers, privileges and duties The resignation of the retiring Administrative Agent (other than or the removal of an Administrative Agent, as the case may be, and the appointment of any rights to indemnity payments owed successor Administrative Agent will both become effective only upon the successor Administrative Agent notifying all the Parties that it accepts the appointment. On giving the notification, the successor Administrative Agent will succeed to the retiring Administrative Agent), and position of the retiring Administrative Agent will be discharged from all of its duties and obligations hereunder or under the other Loan Documents. The fees payable by the Borrower to a successor Administrative Agent will be the same as those payable to its predecessor unless otherwise agreed between the Borrower and such successor. After the retiring Administrative Agent’s resignation hereunder and under the other Loan Documents, the provisions of this Section 13 and Sections 14.03 and 14.04 will continue in effect for the benefit of such retiring removed Administrative Agent, its sub-agents as the case may be, and their respective Affiliates in respect of any actions taken or omitted to be taken by any of them while the retiring term "Administrative Agent was acting as Agent" will mean the successor Administrative Agent.

Resignation of Agent. (a) The Subject to the appointment and acceptance of a successor Administrative Agent as provided below, the Administrative Agent may resign at any time give by notice of its resignation to the Lenders and Borrower. Upon any such resignation, the Borrower, which notice Required Lenders shall set forth have the effective date of such resignation (the “Resignation Effective Date”), such date not right to be earlier than the thirtieth (30th) day following the date of such notice. The Majority Lenders and the Borrower shall mutually agree upon appoint a successor to the Administrative Agent. If the Majority Lenders and the Borrower are unable to so mutually agree and no successor Administrative Agent shall have been appointed by the Required Lenders and have accepted such appointment within twenty-five (25) 30 days after the retiring Administrative Agent gives Agent's giving of notice of its resignation, then the retiring Administrative Agent may (but will not be obligated to)may, on behalf of the Lenders, appoint a successor Administrative Agent it shall designate (in its reasonable discretion after consultation with the Borrower and the Majority Lenders). Whether or not a successor has been appointed, such resignation will become effective in accordance with such notice on the Resignation Effective Date. (b) With effect from the Resignation Effective Date (i) the retiring Administrative Agent will be discharged from its duties and obligations hereunder and under the other Loan Documents (except that in the case of any Collateral held by the Administrative Agent on behalf of the Lenders under any of the Loan Documents, the retiring Administrative Agent will continue to hold such Collateral until such time as a successor Administrative Agent is appointed) and (ii) except for any indemnity payments owed to the retiring Administrative Agent, all payments, communications and determinations provided to be made by, to or through the Administrative Agent will instead be made by or to each Lender directly, until such time, if any, as the Majority Lenders appoint a successor Administrative Agent as provided for above. Upon the acceptance of a successor’s any appointment as the Administrative Agent hereunderby a successor Administrative Agent, such successor will Administrative Agent shall thereupon succeed to and become vested with all of the rights, remedies, powers, privileges privileges, duties and duties obligations of the retiring Administrative Agent (other than any rights to indemnity payments owed to the retiring Administrative Agent), and the retiring Administrative Agent will shall be discharged from all of its duties and obligations hereunder or obligations, under the other Loan Documents. The fees payable by the Borrower to a successor Administrative Agent will be the same as those payable to its predecessor unless otherwise agreed between the Borrower and such successor. After the any retiring Administrative Agent’s 's resignation hereunder and under the other Loan Documentsas Administrative Agent, the provisions of this Section 13 and Sections 14.03 and 14.04 will Article XIII shall continue in effect for the its benefit of such retiring Administrative Agent, its sub-agents and their respective Affiliates in respect of any actions taken or omitted to be taken by any of them it while the retiring Administrative Agent it was acting as Administrative Agent. (b) Subject to the appointment and acceptance of a successor Collateral Agent as provided below, Collateral Agent may resign at any time by notice to the Lenders and Borrower. Upon any such resignation, Required Lenders shall have the right to appoint a successor Collateral Agent. If no successor Collateral Agent shall have been appointed by Required Lenders and have accepted such appointment within 30 days after the retiring Collateral Agent's giving of notice of resignation, then the retiring Collateral Agent may, on behalf of Lenders, appoint a successor Collateral Agent. Upon the acceptance of any appointment as Collateral Agent by a successor Collateral Agent, such successor Collateral Agent shall thereupon succeed to and become vested with all the rights, remedies, powers, privileges, duties and obligations of the retiring Collateral Agent, and the retiring Collateral Agent shall be discharged from its duties and obligations, under the Loan Documents. After any retiring Collateral Agent's resignation as Collateral Agent, the provisions of this Article XIII shall continue in effect for its benefit in respect of any actions taken or omitted to be taken by it while it was acting as Collateral Agent.

Resignation of Agent. (a) The Administrative Agent or the Collateral Agent may at any time give notice of its resignation to the Lenders Lenders, the L/C Issuer and the Borrower. Upon receipt of any such notice of resignation, the Required Lenders shall have the right, in consultation with the Borrower, to appoint a successor, which shall be a bank with an office in the United States, or an Affiliate of any such bank with an office in the United States. If no such successor shall have been so appointed by the Required Lenders and shall have accepted such appointment within 30 days after the retiring Administrative Agent or Collateral Agent gives notice of its resignation (or such earlier day as shall set forth be agreed by the effective date of such resignation Required Lenders) (the “Resignation Effective Date”), then such date not to be earlier than the thirtieth (30th) day following the date of such notice. The Majority Lenders and the Borrower shall mutually agree upon a successor to the Administrative Agent. If the Majority Lenders and the Borrower are unable to so mutually agree and no successor shall have been appointed within twenty-five (25) days after the retiring Administrative Agent gives notice of its resignation, then the retiring Administrative or Collateral Agent may (but will shall not be obligated to), ) on behalf of the LendersLenders and the L/C Issuer, appoint a successor Administrative Agent it or Collateral Agent meeting the qualifications set forth above; provided that if the Administrative Agent or Collateral Agent shall designate (in its reasonable discretion after consultation with notify the Borrower and the Majority Lenders). Whether or not a successor Lenders that no qualifying Person has been appointedaccepted such appointment, then such resignation will shall nonetheless become effective in accordance with such notice on the Resignation Effective Date. and (b) With effect from the Resignation Effective Date (i1) the retiring Administrative Agent will or Collateral Agent shall be discharged from its duties and obligations hereunder and under the other Loan Documents (except that in the case of any Collateral held by the Administrative Agent or Collateral Agent on behalf of the Lenders or the L/C Issuer under any of the Loan Documents, the retiring Administrative Agent will or Collateral Agent shall continue to hold such Collateral until such time as a successor Administrative Agent or Collateral Agent is appointed) and (ii2) except for any indemnity payments or other amounts then owed to the retiring Administrative Agent or Collateral Agent, all payments, communications and determinations provided to be made by, to or through the Administrative Agent will or Collateral Agent shall instead be made by or to each Lender and the L/C Issuer directly, until such time, if any, time as the Majority Required Lenders appoint a successor Administrative Agent or Collateral Agent as provided for aboveabove in this Section. Upon the acceptance of a successor’s appointment as Administrative Agent or Collateral Agent hereunder, such successor will shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring (or retired) Administrative Agent or Collateral Agent (other than as provided in Section 3.01 and other than any rights to indemnity payments or other amounts owed to the retiring Administrative AgentAgent of Collateral Agent as of the Resignation Effective Date), and the retiring Administrative Agent will or Collateral Agent shall be discharged from all of its duties and obligations hereunder or under the other Loan DocumentsDocuments (if not already discharged therefrom as provided above in this Section). The fees payable by the Borrower to a successor Administrative Agent will or Collateral Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Borrower and such successor. After the retiring Administrative Agent’s or Collateral Agent’s resignation hereunder and under the other Loan Documents, the provisions of this Article and Section 13 and Sections 14.03 and 14.04 will 10.04 shall continue in effect for the benefit of such retiring Administrative Agent or Collateral Agent, its sub-agents and their respective Affiliates Related Parties in respect of any actions taken or omitted to be taken by any of them (i) while the retiring Administrative Agent or Collateral Agent was acting as the Administrative Agent or Collateral Agent, as applicable and (ii) after such resignation or removal for as long as any of them continues to act in any capacity hereunder or under the other Loan Documents, as and to the extent such provisions purport to apply to a Person in such capacity, including (A) acting as collateral agent or otherwise holding any collateral security on behalf of any of the Lenders and (B) in respect of any actions taken in connection with transferring the agency to any successor. Any resignation by Bank of America as the Administrative Agent pursuant to this Section shall also constitute its resignation as L/C Issuer and Swing Line Lender. Upon the acceptance of a successor’s appointment as the Administrative Agent hereunder, (a) such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring L/C Issuer and Swing Line Lender, (b) the retiring L/C Issuer and Swing Line Lender shall be discharged from all of their respective duties and obligations hereunder or under the other Loan Documents, and (c) the successor L/C Issuer shall issue letters of credit in substitution for the Letters of Credit, if any, outstanding at the time of such succession or make other arrangements satisfactory to the retiring L/C Issuer to effectively assume the obligations of the retiring L/C Issuer with respect to such Letters of Credit.

Resignation of Agent. (a) The Administrative Agent may at any time give notice of its resignation to the Lenders and Borrower. Upon receipt of Agent's notice of resignation, the BorrowerRequired Lenders have the right, which notice shall set forth the effective date in consultation with Borrower (so long as no Potential Default or Event of such resignation (the “Resignation Effective Date”Default exists), to appoint a successor administrative agent. If no such date not to be earlier than successor has been appointed by the thirtieth (30th) day following the date of such notice. The Majority Required Lenders and the Borrower shall mutually agree upon a successor to the Administrative Agent. If the Majority Lenders and the Borrower are unable to so mutually agree and has accepted such appointment no successor shall have been appointed within twenty-five (25) later than 30 days after the retiring Administrative Agent gives notice of its resignationresignation or any earlier date as may be agreed by the Required Lenders (in either event, the "Resignation Effective Date"), then the retiring Administrative Agent may (but will not be obligated to), on behalf of the Lenders, Lenders appoint a successor Administrative Agent it shall designate (in its reasonable discretion after consultation with the Borrower and the Majority Lenders)administrative agent. Whether or not a successor has been appointed, such any resignation will become is effective in accordance with such notice on the Resignation Effective Date. (b) With effect from Upon the Resignation Effective Date (i) the retiring Administrative Agent will be party is discharged from its duties and obligations hereunder and as administrative agent under the other any Loan Documents (Document, except that in the case of any Collateral held by the Administrative Agent on behalf of the Lenders under any of the Loan Documents, the retiring Administrative Agent such party will continue to hold such Collateral any collateral security held by it as administrative agent under any Loan Document until such time as a successor Administrative Agent administrative agent is appointed) ; and (ii) except for any indemnity payments owed to the retiring Administrative Agentsuch agent, all payments, communications and determinations provided to be made by, to or through the Administrative Agent will administrative agent must instead be made by or to each Lender directly, directly until such time, if any, as the Majority Lenders appoint a successor Administrative Agent as provided for aboveadministrative agent has been appointed pursuant to Section 9.6(a). Upon the acceptance of a successor’s 's appointment as Administrative Agent hereunderadministrative agent, such successor will succeed (x) succeeds to and become becomes vested with all of the rights, powers, privileges and duties of the retiring Administrative Agent (other than agent excluding any rights to indemnity payments owed to the retiring Administrative Agent)agent, and (y) is deemed the retiring Administrative Agent will be discharged from all holder of its duties and obligations hereunder or any collateral security held by the resigning agent under item (i) of the other Loan Documentsfirst sentence of this subsection (b). The fees payable by the Borrower to a successor Administrative Agent agent will be the same as those payable to its predecessor unless otherwise agreed between the Borrower and such successor. After the retiring Administrative Agent’s resignation hereunder and under the other Loan Documentsparty's resignation, the provisions of this Section 13 9 and Sections 14.03 and 14.04 will Section 11.3 continue in effect for the benefit of such the retiring Administrative Agentagent, its sub-agents and their respective Affiliates in respect of Related Parties regarding any actions taken or omitted to be not taken by any of them while the retiring Administrative Agent party was acting as Administrative Agentadministrative agent.

Resignation of Agent. (a) The Subject to the appointment and acceptance of a successor Administrative Agent as provided below, Administrative Agent may resign at any time give by notice of its resignation to the Lender Group and Borrower. Upon any such resignation, Required Lenders and shall have the Borrower, which notice shall set forth the effective date of such resignation (the “Resignation Effective Date”), such date not right to be earlier than the thirtieth (30th) day following the date of such notice. The Majority Lenders and the Borrower shall mutually agree upon appoint a successor to the Administrative Agent. If the Majority Lenders and the Borrower are unable to so mutually agree and no successor Administrative Agent shall have been appointed by Required Lenders and have accepted such appointment within twenty-five (25) 30 days after the retiring Administrative Agent gives Agent's giving of notice of its resignation, then the retiring Administrative Agent may (but will not be obligated to)may, on behalf of the Lenders, appoint a successor Administrative Agent it shall designate (in its reasonable discretion after consultation with the Borrower and the Majority Lenders). Whether or not a successor has been appointed, such resignation will become effective in accordance with such notice on the Resignation Effective Date. (b) With effect from the Resignation Effective Date (i) the retiring Administrative Agent will be discharged from its duties and obligations hereunder and under the other Loan Documents (except that in the case of any Collateral held by the Administrative Agent on behalf of the Lenders under any of the Loan Documents, the retiring Administrative Agent will continue to hold such Collateral until such time as a successor Administrative Agent is appointed) and (ii) except for any indemnity payments owed to the retiring Administrative Agent, all payments, communications and determinations provided to be made by, to or through the Administrative Agent will instead be made by or to each Lender directly, until such time, if any, as the Majority Lenders appoint a successor Administrative Agent as provided for above. Upon the acceptance of a successor’s any appointment as Administrative Agent hereunderby a successor Administrative Agent, such successor will Administrative Agent shall thereupon succeed to and become vested with all of the rights, remedies, powers, privileges privileges, duties and duties obligations of the retiring Administrative Agent (other than any rights to indemnity payments owed to the retiring Administrative Agent), and the retiring Administrative Agent will shall be discharged from all of its duties and obligations hereunder or obligations, under the other Loan Documents. The fees payable by the Borrower to a successor Administrative Agent will be the same as those payable to its predecessor unless otherwise agreed between the Borrower and such successor. After the any retiring Administrative Agent’s 's resignation hereunder and under the other Loan Documentsas Administrative Agent, the provisions of this Section 13 and Sections 14.03 and 14.04 will 11 shall continue in effect for the its benefit of such retiring Administrative Agent, its sub-agents and their respective Affiliates in respect of any actions taken or omitted to be taken by any of them it while the retiring Administrative Agent it was acting as Administrative Agent. (b) Subject to the appointment and acceptance of a successor Collateral Agent as provided below, Collateral Agent may resign at any time by notice to the Lender Group and Borrower. Upon any such resignation, Required Lenders shall have the right to appoint a successor Collateral Agent. If no successor Collateral Agent shall have been appointed by Required Lenders and have accepted such appointment within 30 days after the retiring Collateral Agent's giving of notice of resignation, then the retiring Collateral Agent may, on behalf of Lenders, appoint a successor Collateral Agent. Upon the acceptance of any appointment as Collateral Agent by a successor Collateral Agent, such successor Collateral Agent shall thereupon succeed to and become vested with all the rights, remedies, powers, privileges, duties and obligations of the retiring Collateral Agent, and the retiring Collateral Agent shall be discharged from its duties and obligations, under the Loan Documents. After any retiring Collateral Agent's resignation as Collateral Agent, the provisions of this Section 11 shall continue in effect for its benefit in respect of any actions taken or omitted to be taken by it while it was acting as Collateral Agent.

Resignation of Agent. (a) The Administrative Agent may resign at any time give notice of its resignation to by notifying the Lenders and the Borrower. Upon any such resignation, which notice shall set forth the effective date of such resignation (the “Resignation Effective Date”), such date not to be earlier than the thirtieth (30th) day following the date of such notice. The Majority Lenders and the Borrower shall mutually agree upon a successor to the Administrative Agent. If the Majority Lenders and shall have the Borrower are unable right, in consultation with the Borrower, to so mutually agree and appoint a successor. If no successor shall have been so appointed by the Majority Lenders and shall have accepted such appointment within twenty-five (25) 30 days after the retiring Administrative Agent gives notice of its resignation, then the retiring Administrative Agent may (but will not be obligated to)may, on behalf of the Lenders, appoint a successor Administrative Agent it which shall designate (be a bank with an office in its reasonable discretion after consultation with the Borrower and the Majority Lenders)New York, New York, or an Affiliate of any such bank. Whether or not a If no successor Administrative Agent has been appointedappointed pursuant to the immediately preceding sentence by the 30th day after the date such notice of resignation was given by such Administrative Agent, such Administrative Agent’s resignation will shall become effective in accordance with immediately, such notice on the Resignation Effective Date. (b) With effect from the Resignation Effective Date (i) the retiring Administrative Agent will shall be discharged from its duties and obligations hereunder, and the Majority Lenders shall thereafter perform all the duties of such Administrative Agent hereunder and and/or under the any other Loan Documents (except that in the case of any Collateral held by the Administrative Agent on behalf of the Lenders under any of the Loan Documents, the retiring Administrative Agent will continue to hold such Collateral until such time as a successor Administrative Agent is appointed) and (ii) except for any indemnity payments owed to the retiring Administrative Agent, all payments, communications and determinations provided to be made by, to or through the Administrative Agent will instead be made by or to each Lender directly, Document until such time, if any, as the Majority Lenders appoint a successor Administrative Agent as provided for aboveAgent. Upon the acceptance of a successor’s its appointment as Administrative Agent hereunderhereunder by a successor, such successor will shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring Administrative Agent (other than any rights to indemnity payments owed to the retiring Administrative Agent), and the retiring Administrative Agent will be discharged from all of its duties and obligations hereunder or under the other Loan Documents. The fees payable by the Borrower to a successor Administrative Agent will shall be the same as those payable to its predecessor unless otherwise agreed between the Borrower and such successor. After the retiring an Administrative Agent’s resignation hereunder and under the other Loan Documentshereunder, the provisions of this Article and Section 13 and Sections 14.03 and 14.04 will 10.03 shall continue in effect for the benefit of such retiring Administrative Agent, its sub-agents and their respective Affiliates Related Parties in respect of any actions taken or omitted to be taken by any of them while the retiring Administrative Agent was acting as Administrative Agent.. 137 EXCO Resources, Inc.

Resignation of Agent. (a) The Administrative Agent may at any time give notice of its resignation to the Lenders and the Administrative Borrower, which notice shall set forth the effective date of such resignation (the “Resignation Effective Date”), such date not to be earlier than the thirtieth (30th) day following the date of such notice. The Majority Lenders and the Administrative Borrower shall mutually agree upon a successor to the Administrative Agent. If the Majority Lenders and the Administrative Borrower are unable to so mutually agree and no successor shall have been appointed within twenty-five (25) days after the retiring Administrative Agent gives notice of its resignation, then the retiring Administrative Agent may (but will not be obligated to), on behalf of the Lenders, appoint a successor Administrative Agent it shall designate (in its reasonable discretion after consultation with the Borrower Borrowers and the Majority Lenders). Whether or not a successor has been appointed, such resignation will become effective in accordance with such notice on the Resignation Effective Date. (b) With effect from the Resignation Effective Date (i) the retiring Administrative Agent will be discharged from its duties and obligations hereunder and under the other Loan Documents (except that in the case of any Collateral held by the Administrative Agent on behalf of the Lenders under any of the Loan Documents, the retiring Administrative Agent will continue to hold such Collateral until such time as a successor Administrative Agent is appointed) and (ii) except for any indemnity payments owed to the retiring Administrative Agent, all payments, communications and determinations provided to be made by, to or through the Administrative Agent will instead be made by or to each Lender directly, until such time, if any, as the Majority Lenders appoint a successor Administrative Agent as provided for above. Upon the acceptance of a successor’s appointment as Administrative Agent hereunder, such successor will succeed to and become vested with all of the rights, powers, privileges and duties of the retiring Administrative Agent (other than any rights to indemnity payments owed to the retiring Administrative Agent), and the retiring Administrative Agent will be discharged from all of its duties and obligations hereunder or under the other Loan Documents. The fees payable by the Borrower Borrowers to a successor Administrative Agent will be the same as those payable to its predecessor unless otherwise agreed between the Administrative Borrower and such successor. After the retiring Administrative Agent’s resignation hereunder and under the other Loan Documents, the provisions of this Section 13 Article 12 and Sections 14.03 13.03 and 14.04 13.06 will continue in effect for the benefit of such retiring Administrative Agent, its sub-agents and their respective Affiliates in respect of any actions taken or omitted to be taken by any of them while the retiring Administrative Agent was acting as Administrative Agent.

Resignation of Agent. (a) The Administrative Agent may at any time give notice of its resignation to the Lenders and the Borrower, which notice shall set forth the effective date of such resignation (the “Resignation Effective Date”), such date not to be earlier than the thirtieth (30th) day following the date of such notice. The Majority Lenders and the Borrower shall mutually agree upon a successor to the Administrative Agent. If the Majority Lenders and the Borrower are unable to so mutually agree and no successor shall have been appointed within twenty-five twenty‑five (25) days after the retiring Administrative Agent gives notice of its resignation, then the retiring Administrative Agent may (but will not be obligated to), on behalf of the Lenders, appoint a successor Administrative Agent it shall designate (in its reasonable discretion after consultation with the Borrower and the Majority Lenders). Whether or not a successor has been appointed, such resignation will become effective in accordance with such notice on the Resignation Effective Date. (b) With effect from the Resignation Effective Date (i) the retiring Administrative Agent will be discharged from its duties and obligations hereunder and under the other Loan Documents (except that in the case of any Collateral held by the Administrative Agent on behalf of the Lenders under any of the Loan Documents, the retiring Administrative Agent will continue to hold such Collateral until such time as a successor Administrative Agent is appointed) and (ii) except for any indemnity payments owed to the retiring Administrative Agent, all payments, communications and determinations provided to be made by, to or through the Administrative Agent will instead be made by or to each Lender directly, until such time, if any, as the Majority Lenders appoint a successor Administrative Agent as provided for above. Upon the acceptance of a successor’s appointment as Administrative Agent hereunder, such successor will succeed to and become vested with all of the rights, powers, privileges and duties of the retiring Administrative Agent (other than any rights to indemnity payments owed to the retiring Administrative Agent), and the retiring Administrative Agent will be discharged from all of its duties and obligations hereunder or under the other Loan Documents. The fees payable by the Borrower to a successor Administrative Agent will be the same as those payable to its predecessor unless otherwise agreed between the Borrower and such successor. After the retiring Administrative Agent’s resignation hereunder and under the other Loan Documents, the provisions of this Section 13 Article 12 and Sections 14.03 13.03 and 14.04 13.04 will continue in effect for the benefit of such retiring Administrative Agent, its sub-agents sub‑agents and their respective Affiliates in respect of any actions taken or omitted to be taken by any of them while the retiring Administrative Agent was acting as Administrative Agent.

Resignation of Agent. (a) The Administrative Agent may at any time give notice of its resignation to the Lenders and the Borrower, which notice shall set forth the effective date of such resignation (the “Resignation Effective Date”), such date not to be earlier than the thirtieth (30th) day following the date of such notice. The Majority Lenders and the Borrower shall mutually agree upon a successor to the Administrative Agent. If the Majority Lenders and the Borrower are unable to so mutually agree and no successor shall have been appointed within twenty-five (25) days after the retiring Administrative Agent gives notice of its resignation, then the retiring Administrative Agent may (but will not be obligated to), on behalf of the Lenders, appoint a successor Administrative Agent it shall designate (in its reasonable discretion after consultation with the Borrower and the Majority Lenders). Whether or not a successor has been appointed, such resignation will become effective in accordance with such notice on the Resignation Effective Date. Notwithstanding anything else in this agreement, at all times the Administrative Agent shall be a U.S. Person. (b) With effect from the Resignation Effective Date (i) the retiring Administrative Agent will be discharged from its duties and obligations hereunder and under the other Loan Documents (except that in the case of any Collateral held by the Administrative Agent on behalf of the Lenders under any of the Loan Documents, the retiring Administrative Agent will continue to hold such Collateral until such time as a successor Administrative Agent is appointed) and (ii) except for any indemnity payments owed to the retiring Administrative Agent, all payments, communications and determinations provided to be made by, to or through the Administrative Agent will instead be made by or to each Lender directly, until such time, if any, as the Majority Lenders appoint a successor Administrative Agent as provided for above. Upon the acceptance of a successor’s appointment as Administrative Agent hereunder, such successor will succeed to and become vested with all of the rights, powers, privileges and duties of the retiring Administrative Agent (other than any rights to indemnity payments owed to the retiring Administrative Agent), and the retiring Administrative Agent will be discharged from all of its duties and obligations hereunder or under the other Loan Documents. The fees payable by the Borrower to a successor Administrative Agent will be the same as those payable to its predecessor unless otherwise agreed between the Borrower and such successor. After the retiring Administrative Agent’s resignation hereunder and under the other Loan Documents, the provisions of this Section 13 Article 12 and Sections 14.03 13.03 and 14.04 13.06 will continue in effect for the benefit of such retiring Administrative Agent, its sub-agents and their respective Affiliates in respect of any actions taken or omitted to be taken by any of them while the retiring Administrative Agent was acting as Administrative Agent.

Resignation of Agent. (a) The Subject to the appointment and acceptance of a successor Administrative Agent as provided below, the Administrative Agent may resign at any time give by notice of its resignation to the Lenders and the Borrower. Upon any such resignation, which notice shall set forth the effective date Required Lenders with the consent of such resignation (the “Resignation Effective Date”), such date not to be earlier than the thirtieth (30th) day following the date of such notice. The Majority Lenders and the Borrower (which consent shall mutually agree upon not be unreasonably withheld) shall have the right to appoint a successor to the Administrative Agent. If the Majority Lenders and the Borrower are unable to so mutually agree and no successor Administrative Agent shall have been appointed by the Required Lenders and consented to by the Borrower and no successor Administrative Agent shall have accepted such appointment within twenty-five (25) 30 days after the retiring Administrative Agent gives Agent's giving of notice of its resignation, then the retiring Administrative Agent may (but will not be obligated to)may, on behalf of the Lenders, appoint a successor Administrative Agent it shall designate (in its reasonable discretion after consultation with the Borrower and the Majority Lenders). Whether or not a successor has been appointed, such resignation will become effective in accordance with such notice on the Resignation Effective Date. (b) With effect from the Resignation Effective Date (i) the retiring Administrative Agent will be discharged from its duties and obligations hereunder and under the other Loan Documents (except that in the case of any Collateral held by the Administrative Agent on behalf of the Lenders under any of the Loan Documents, the retiring Administrative Agent will continue to hold such Collateral until such time as a successor Administrative Agent is appointed) and (ii) except for any indemnity payments owed to the retiring Administrative Agent, all payments, communications and determinations provided to be made by, to or through the Administrative Agent will instead be made by or to each Lender directly, until such time, if any, as the Majority Lenders appoint a successor Administrative Agent as provided for above. Upon the acceptance of a successor’s any appointment as the Administrative Agent hereunderby a successor Administrative Agent, such successor will Administrative Agent shall thereupon succeed to and become vested with all of the rights, remedies, powers, privileges privileges, duties and duties obligations of the retiring Administrative Agent (other than any rights to indemnity payments owed to the retiring Administrative Agent), and the retiring Administrative Agent will shall be discharged from all of its duties and obligations hereunder or obligations, under the other Loan Documents. The fees payable by the Borrower to a successor Administrative Agent will be the same as those payable to its predecessor unless otherwise agreed between the Borrower and such successor. After the any retiring Administrative Agent’s 's resignation hereunder and under the other Loan Documentsas Administrative Agent, the provisions of this Section 13 and Sections 14.03 and 14.04 will ARTICLE XIII shall continue in effect for the its benefit of such retiring Administrative Agent, its sub-agents and their respective Affiliates in respect of any actions taken or omitted to be taken by any of them it while the retiring Administrative Agent it was acting as Administrative Agent. (b) Subject to the appointment and acceptance of a successor Collateral Agent as provided below, the Collateral Agent may resign at any time by notice to the Lenders and the Borrower. Upon any such resignation, the Required Lenders with the consent of the Borrower (which consent shall not be unreasonably withheld) shall have the right to appoint a successor Collateral Agent. If no successor Collateral Agent shall have been appointed by the Required Lenders and consented to by the Borrower and no successor Collateral Agent shall have accepted such appointment within 30 days after the retiring Collateral Agent's giving of notice of resignation, then the retiring Collateral Agent may, on behalf of the Lenders, appoint a successor Collateral Agent. Upon the acceptance of any appointment as Collateral Agent by a successor Collateral Agent, such successor Collateral Agent shall thereupon succeed to and become vested with all the rights, remedies, powers, privileges, duties and obligations of the retiring Collateral Agent, and the retiring Collateral Agent shall be discharged from its duties and obligations, under the Loan Documents. After any retiring Collateral Agent's resignation as Collateral Agent, the provisions of this ARTICLE XIII shall continue in effect for its benefit in respect of any actions taken or omitted to be taken by it while it was acting as Collateral Agent.

Resignation of Agent. (a) The Administrative Agent may at any time give notice of its resignation to the Lenders and the Borrower, which notice shall set forth the effective date of such resignation (the “Resignation Effective Date”), such date not to be earlier than the thirtieth (30th) day following the date of such notice. The Majority Lenders and the Borrower shall mutually agree upon a successor to the Administrative Agent. If the Majority Lenders and the Borrower are unable to so mutually agree and no successor shall have been appointed within twenty-five twenty‑five (25) days after the retiring Administrative Agent gives notice of its resignation, then the retiring Administrative Agent may (but will not be obligated to), on behalf of the Lenders, appoint a successor Administrative Agent it shall designate (in its reasonable discretion after consultation with the Borrower and the Majority Lenders). Whether or not a successor has been appointed, such resignation will become effective in accordance with such notice on the Resignation Effective Date. (b) With effect from the Resignation Effective Date (i) the retiring Administrative Agent will be discharged from its duties and obligations hereunder and under the other Loan Documents (except that in the case of any Collateral held by the Administrative Agent on behalf of the Lenders under any of the Loan Documents, the retiring Administrative Agent will continue to hold such Collateral until such time as a successor Administrative Agent is appointed) and (ii) except for any indemnity payments owed to the retiring Administrative Agent, all payments, communications and determinations provided to be made by, to or through the Administrative Agent will instead be made by or to each Lender directly, until such time, if any, as the Majority Lenders appoint a successor Administrative Agent as provided for above. Upon the acceptance of a successor’s appointment as Administrative Agent hereunder, such successor will succeed to and become vested with all of the rights, powers, privileges and duties of the retiring Administrative Agent (other than any rights to indemnity payments owed to the retiring Administrative Agent), and the retiring Administrative Agent will be discharged from all of its duties and obligations hereunder or under the other Loan Documents. The fees payable by the Borrower to a successor Administrative Agent will be the same as those payable to its predecessor unless otherwise agreed between the Borrower and such successor. After the retiring Administrative Agent’s resignation hereunder and under the other Loan Documents, the provisions of this Section 13 Article 12 and Sections 14.03 13.03 and 14.04 13.06 will ‑104‑ continue in effect for the benefit of such retiring Administrative Agent, its sub-agents sub‑agents and their respective Affiliates in respect of any actions taken or omitted to be taken by any of them while the retiring Administrative Agent was acting as Administrative Agent.

Resignation of Agent. (a) The Administrative Agent may at resign as Administrative Agent for any time give reason effective twenty (20) Business Days after giving notice thereof to each Designated European Administrative Agent, Bank, Designated Swing Line Lender and Designated Letter of its resignation to Credit Issuer and the Borrower Representative. If the Administrative Agent shall resign as Administrative Agent under this Agreement, the Required Banks shall appoint from among the Banks (other than the Bank that has resigned) a successor Administrative Agent for the Banks, the Designated Swing Line Lenders and the Borrower, Designated Letter of Credit Issuers which notice successor Administrative Agent shall set forth the effective date of such resignation (the “Resignation Effective Date”), such date not be reasonably acceptable to be earlier than the thirtieth (30th) day following the date of such notice. The Majority Lenders and the Borrower shall mutually agree upon a successor to Representative. If, however, in the case of resignation by the Administrative Agent. If the Majority Lenders and the Borrower are unable to so mutually agree and , no successor Administrative Agent shall have been appointed within twenty-five (25) days after by the retiring Administrative Agent gives notice of its resignationtime such resignation becomes effective, then the retiring Administrative Agent may (but will not be obligated to)may, on behalf of the LendersBanks, the Designated Swing Line Lenders and the Designated Letter of Credit Issuers, appoint a successor Administrative Agent it shall designate from among the remaining Banks. Upon appointment (in its reasonable discretion after consultation with whether effected by the Borrower and the Majority Lenders). Whether Required Banks or not a successor has been appointed, such resignation will become effective in accordance with such notice on the Resignation Effective Date. (b) With effect from the Resignation Effective Date (i) the retiring Administrative Agent will be discharged from its duties and obligations hereunder and under the other Loan Documents (except that in the case of any Collateral held by the Administrative Agent on behalf of the Lenders under any Banks) and acceptance of such appointment as "Administrative Agent," the Loan Documents, the retiring Administrative Agent will continue to hold such Collateral until such time as a successor Administrative Agent is appointed) and (ii) except for any indemnity payments owed to the retiring Administrative Agent, all payments, communications and determinations provided to be made by, to or through the Administrative Agent will instead be made by or to each Lender directly, until such time, if any, as the Majority Lenders appoint a successor Administrative Agent as provided for above. Upon the acceptance of a successor’s appointment as Administrative Agent hereunder, such successor will shall succeed to and become vested with all of the rights, powers, privileges powers and duties of the retiring Administrative Agent, and the terms "Administrative Agent" and "Agent," as the case may be, shall mean such successor Administrative Agent, effective upon its appointment and acceptance, and the former Administrative Agent's rights, powers and duties as Administrative Agent (shall be terminated, without any other than or further act or deed on the part of such former Administrative Agent or any rights of the parties to indemnity payments owed to this Agreement or any holder of the Notes. After any retiring Administrative Agent), and the retiring Administrative Agent will be discharged from all of its duties and obligations 's resignation hereunder or under the other Loan Documents. The fees payable by the Borrower to a successor Administrative Agent will be the same as those payable to its predecessor unless otherwise agreed between the Borrower and such successor. After the retiring Administrative Agent’s resignation hereunder and under the other Loan Documents, the provisions of this Section 13 and Sections 14.03 and 14.04 will continue in effect for the 11.13 shall inure to its benefit of such retiring Administrative Agent, its sub-agents and their respective Affiliates in respect of as to any actions taken or omitted to be taken by any of them it while the retiring it was Administrative Agent was acting as Administrative Agentunder this Agreement.

Resignation of Agent. (a) The Administrative Agent may at any time give notice of its resignation to the Lenders and Borrower. Upon receipt of Agent’s notice of resignation, Required Lenders have the Borrowerright, which in consultation with Borrower (so long as no Potential Default or Event of Default exists), to appoint a successor administrative agent. If no such successor has been appointed by Required Lenders and has accepted such appointment no later than thirty (30) days after the retiring Agent gives notice shall set forth the effective of its resignation or any earlier date of such resignation as may be agreed by Required Lenders (in either event, the “Resignation Effective Date”), such date not to be earlier than the thirtieth (30th) day following the date of such notice. The Majority Lenders and the Borrower shall mutually agree upon a successor to the Administrative Agent. If the Majority Lenders and the Borrower are unable to so mutually agree and no successor shall have been appointed within twenty-five (25) days after the retiring Administrative Agent gives notice of its resignation, then the retiring Administrative Agent may (but will not be obligated to), on behalf of the Lenders, Lenders appoint a successor Administrative Agent it shall designate (in its reasonable discretion after consultation with the Borrower and the Majority Lenders)administrative agent. Whether or not a successor has been appointed, such any resignation will become is effective in accordance with such notice on the Resignation Effective Date. (b) With effect from Upon the Resignation Effective Date (i) the retiring Administrative Agent will be party is discharged from its duties and obligations hereunder and as administrative agent under the other any Loan Documents (Document, except that in the case of any Collateral held by the Administrative Agent on behalf of the Lenders under any of the Loan Documents, the retiring Administrative Agent such party will continue to hold such Collateral any collateral security held by it as administrative agent under any Loan Document until such time as a successor Administrative Agent administrative agent is appointed) ; and (ii) except for any indemnity payments owed to the retiring Administrative Agentsuch agent, all payments, communications and determinations provided to be made by, to or through the Administrative Agent will administrative agent must instead be made by or to each Lender directly, directly until such time, if any, as the Majority Lenders appoint a successor Administrative Agent as provided for aboveadministrative agent has been appointed pursuant to Section 9.6(a). Upon the acceptance of a successor’s appointment as Administrative Agent hereunderadministrative agent, such successor will succeed (x) succeeds to and become becomes vested with all of the rights, powers, privileges and duties of the retiring Administrative Agent (other than agent excluding any rights to indemnity payments owed to the retiring Administrative Agent)agent, and (y) is deemed the retiring Administrative Agent will be discharged from all holder of its duties and obligations hereunder or any collateral security held by the resigning agent under item (i) of the other Loan Documentsfirst sentence of this subsection (b). The fees payable by the Borrower to a successor Administrative Agent agent will be the same as those payable to its predecessor unless otherwise agreed between the Borrower and such successor. After the retiring Administrative Agentparty’s resignation hereunder and under the other Loan Documentsresignation, the provisions of this Article 9 and Section 13 and Sections 14.03 and 14.04 will 11.3 continue in effect for the benefit of such the retiring Administrative Agentagent, its sub-agents and their respective Affiliates in respect of Related Parties regarding any actions taken or omitted to be not taken by any of them while the retiring Administrative Agent party was acting as Administrative Agentadministrative agent.

Resignation of Agent. (a) The Subject to the appointment and acceptance of a successor Administrative Agent as provided below, Administrative Agent may resign at any time give by notice of its resignation to the Lenders Lender Group and the BorrowerObligors. Upon any such resignation, which notice Required Lenders, in consultation with the Obligors, shall set forth have the effective date of such resignation (the “Resignation Effective Date”), such date not right to be earlier than the thirtieth (30th) day following the date of such notice. The Majority Lenders and the Borrower shall mutually agree upon appoint a successor to the Administrative Agent. If the Majority Lenders and the Borrower are unable to so mutually agree and no successor Administrative Agent shall have been appointed by Required Lenders and have accepted such appointment within twenty-five (25) 30 days after the retiring Administrative Agent gives Agent's giving of notice of its resignation, then the retiring Administrative Agent may (but will not be obligated to)may, in consultation with the Obligors, on behalf of the Lenders, appoint a successor Administrative Agent it shall designate (in its reasonable discretion after consultation with the Borrower and the Majority Lenders). Whether or not a successor has been appointed, such resignation will become effective in accordance with such notice on the Resignation Effective Date. (b) With effect from the Resignation Effective Date (i) the retiring Administrative Agent will be discharged from its duties and obligations hereunder and under the other Loan Documents (except that in the case of any Collateral held by the Administrative Agent on behalf of the Lenders under any of the Loan Documents, the retiring Administrative Agent will continue to hold such Collateral until such time as a successor Administrative Agent is appointed) and (ii) except for any indemnity payments owed to the retiring Administrative Agent, all payments, communications and determinations provided to be made by, to or through the Administrative Agent will instead be made by or to each Lender directly, until such time, if any, as the Majority Lenders appoint a successor Administrative Agent as provided for above. Upon the acceptance of a successor’s any appointment as Administrative Agent hereunderby a successor Administrative Agent, such successor will Administrative Agent shall thereupon succeed to and become vested with all of the rights, remedies, powers, privileges privileges, duties and duties obligations of the retiring Administrative Agent (other than any rights to indemnity payments owed to the retiring Administrative Agent), and the retiring Administrative Agent will shall be discharged from all of its duties and obligations hereunder or obligations, under the other Loan Documents. The fees payable by the Borrower to a successor Administrative Agent will be the same as those payable to its predecessor unless otherwise agreed between the Borrower and such successor. After the any retiring Administrative Agent’s 's resignation hereunder and under the other Loan Documentsas Administrative Agent, the provisions of this Section 13 and Sections 14.03 and 14.04 will 11 shall continue in effect for the its benefit of such retiring Administrative Agent, its sub-agents and their respective Affiliates in respect of any actions taken or omitted to be taken by any of them it while the retiring Administrative Agent it was acting as Administrative Agent. (b) Subject to the appointment and acceptance of a successor Collateral Agent as provided below, Collateral Agent may resign at any time by notice to the Lender Group and the Obligors. Upon any such resignation, Required Lenders, in consultation with the Obligors, shall have the right to appoint a successor Collateral Agent. If no successor Collateral Agent shall have been appointed by Required Lenders and have accepted such appointment within 30 days after the retiring Collateral Agent's giving of notice of resignation, then the retiring Collateral Agent may, in consultation with the Obligors, on behalf of Lenders, appoint a successor Collateral Agent. Upon the acceptance of any appointment as Collateral Agent by a successor Collateral Agent, such successor Collateral Agent shall thereupon succeed to and become vested with all the rights, remedies, powers, privileges, duties and obligations of the retiring Collateral Agent, and the retiring Collateral Agent shall be discharged from its duties and obligations, under the Loan Documents. After any retiring Collateral Agent's resignation as Collateral Agent, the provisions of this Section 11 shall continue in effect for its benefit in respect of any actions taken or omitted to be taken by it while it was acting as Collateral Agent.

Resignation of Agent. (a) The Subject to the appointment and acceptance of a successor Administrative Agent as provided below, the Administrative Agent may resign at any time give by notice of its resignation to the Lenders and the Borrower. Upon any such resignation, which notice shall set forth the effective date Required Lenders with the consent of such resignation (the “Resignation Effective Date”), such date not to be earlier than the thirtieth (30th) day following the date of such notice. The Majority Lenders and the Borrower (which consent shall mutually agree upon not be unreasonably withheld) shall have the right to appoint a successor to the Administrative Agent. If the Majority Lenders and the Borrower are unable to so mutually agree and no successor Administrative Agent shall have been appointed by the Required Lenders and consented to by the Borrower and no successor Administrative Agent shall have accepted such appointment within twenty-five (25) 30 days after the retiring Administrative Agent gives Agent’s giving of notice of its resignation, then the retiring Administrative Agent may (but will not be obligated to)may, on behalf of the Lenders, appoint a successor Administrative Agent it shall designate (in its reasonable discretion after consultation with Agent; provided, however, if the failure to do so was not a result of the failure by the Borrower and to consent to any appointment, the Majority Lenders). Whether or Borrower shall retain the right to consent; provided, further, that if the failure to do so was not a successor has been appointed, such resignation will become effective in accordance with such notice on the Resignation Effective Date. (b) With effect from the Resignation Effective Date (i) the retiring Administrative Agent will be discharged from its duties and obligations hereunder and under the other Loan Documents (except that in the case of any Collateral held by the Administrative Agent on behalf result of the Lenders under any failure of the Loan DocumentsRequired Lenders to appoint such successor, the retiring Administrative Agent will continue Required Lenders shall obtain the ­NY12534:166729.34 right to hold consent to such Collateral until such time as a successor Administrative Agent is appointed) and (ii) except for any indemnity payments owed to the retiring Administrative Agent, all payments, communications and determinations provided to be made by, to or through the Administrative Agent will instead be made by or to each Lender directly, until such time, if any, as the Majority Lenders appoint a successor Administrative Agent as provided for abovesuccessor. Upon the acceptance of a successor’s any appointment as the Administrative Agent hereunderby a successor Administrative Agent, such successor will Administrative Agent shall thereupon succeed to and become vested with all of the rights, remedies, powers, privileges privileges, duties and duties obligations of the retiring Administrative Agent (other than any rights to indemnity payments owed to the retiring Administrative Agent), and the retiring Administrative Agent will shall be discharged from all of its duties and obligations hereunder or obligations, under the other Loan Documents. The fees payable by the Borrower to a successor Administrative Agent will be the same as those payable to its predecessor unless otherwise agreed between the Borrower and such successor. After the any retiring Administrative Agent’s resignation hereunder and under the other Loan Documentsas Administrative Agent, the provisions of this Section 13 and Sections 14.03 and 14.04 will Article XIII shall continue in effect for the its benefit of such retiring Administrative Agent, its sub-agents and their respective Affiliates in respect of any actions taken or omitted to be taken by any of them it while the retiring Administrative Agent it was acting as Administrative Agent. (b) Subject to the appointment and acceptance of a successor Collateral Agent as provided below, the Collateral Agent may resign upon 30 days prior written notice to the Lenders and the Borrower. Upon any such resignation, the Required Lenders with the consent of the Borrower (which consent shall not be unreasonably withheld or delayed) shall have the right to appoint a successor Collateral Agent. If no successor Collateral Agent shall have been appointed by the Required Lenders and consented to by the Borrower and no successor Collateral Agent shall have accepted such appointment within 30 days after the retiring Collateral Agent’s giving of notice of resignation, then the retiring Collateral Agent may, on behalf of the Lenders, appoint a successor Collateral Agent; provided, however, if the failure to do so was not a result of the failure by the Borrower to consent to any appointment, the Borrower shall retain the right to consent. Upon the acceptance of any appointment as Collateral Agent by a successor Collateral Agent, such successor Collateral Agent shall thereupon succeed to and become vested with all the rights, remedies, powers, privileges, duties and obligations of the retiring Collateral Agent, and the retiring Collateral Agent shall be discharged from its duties and obligations, under the Loan Documents. After any retiring Collateral Agent’s resignation as Collateral Agent, the provisions of this Article XIII shall continue in effect for its benefit in respect of any actions taken or omitted to be taken by it while it was acting as Collateral Agent.

Resignation of Agent. (a) The Any Administrative Agent may at any time give notice of its resignation to the Lenders Managing Member and the BorrowerClass A Limited Members. Upon receipt or giving of any such notice of resignation, if the Managing Member determines that a successor Administrative Agent should be appointed, the Required Class A Limited Members shall have the right, in consultation with the Managing Member, to appoint a successor, which notice shall set forth be a bank with an office in the effective date United States, or an Affiliate of any such resignation (bank with an office in the “Resignation Effective Date”), such date not to be earlier than the thirtieth (30th) day following the date of such notice. The Majority Lenders and the Borrower shall mutually agree upon a successor to the Administrative AgentUnited States. If the Majority Lenders and the Borrower are unable to so mutually agree and no such successor shall have been so appointed by the Required Class A Limited Members and shall have accepted such appointment within twenty-five (25) 30 days after the retiring Managing Member notifies the Class A Limited Members of its determination that a successor Administrative Agent gives notice of its resignationshould be appointed (such 30-day period, the “Appointment Period”), then the retiring Administrative Agent may (but will not be obligated to)Managing Member may, on behalf of the LendersClass A Limited Members, appoint a successor Administrative Agent it shall designate (in its reasonable discretion meeting the qualifications set forth above. In addition and without any obligation on the part of the retiring Administrative Agent to appoint, on behalf of the Class A Limited Members, a successor Administrative Agent, the retiring Administrative Agent may at any time upon or after consultation with the Borrower end of the Appointment Period notify the Managing Member and the Majority Lenders)Class A Limited Members that no qualifying Person has accepted appointment as successor Administrative Agent and the effective date of such retiring Administrative Agent’s resignation. Whether or not Upon the resignation effective date established in such notice and regardless of whether a successor Administrative Agent has been appointedappointed and accepted such appointment, such the retiring Administrative Agent’s resignation will shall nonetheless become effective in accordance with such notice on the Resignation Effective Date. (b) With effect from the Resignation Effective Date and (i) the retiring Administrative Agent will shall be discharged from its duties and obligations hereunder and under the other Loan Documents (except that in the case of any Collateral held by the as Administrative Agent on behalf of the Lenders under any of the Loan Documents, the retiring Administrative Agent will continue to hold such Collateral until such time as a successor Administrative Agent is appointed) hereunder and (ii) except for any indemnity payments owed to the retiring Administrative Agent, all payments, communications and determinations provided to be made by, to or through the Administrative Agent will shall instead be made by or to each Lender the applicable Member directly, until such time, if any, time as the Majority Lenders appoint a successor Administrative Agent (if any) is appointed as provided for aboveherein. Upon the acceptance of a successor’s appointment as Administrative Agent hereunder, such successor will shall succeed to and become vested with all of the rights, powers, privileges and duties as Administrative Agent of the retiring Administrative Agent (other than any rights to indemnity payments owed to the retiring or retired) Administrative Agent), and the retiring Administrative Agent will shall be discharged from all of its duties and obligations as Administrative Agent hereunder or under the other Loan Documents(if not already discharged therefrom as provided herein). The fees payable by the Borrower Company to a successor Administrative Agent will shall be the same as those payable to its predecessor unless otherwise agreed between the Borrower Company and such successor. After the retiring Administrative Agent’s resignation hereunder and under the other Loan Documentshereunder, the provisions of this Section 13 and Sections 14.03 and 14.04 will 16 shall continue in effect for the benefit of such retiring Administrative Agent, its sub-agents and their respective Affiliates in respect of any actions taken or omitted to be taken by any of them while the retiring Administrative Agent was acting as Administrative Agent.

Resignation of Agent. (a) The Administrative Agent may at any time give notice of its resignation to the Lenders and the Borrower, which notice shall set forth the effective date of such resignation (the “Resignation Effective Date”), such date not to be earlier than the thirtieth (30th) day following the date of such notice. The Majority Lenders and the Borrower shall mutually agree upon a successor to the Administrative Agent. If the Majority Lenders and the Borrower are unable to so mutually agree and no successor shall have been appointed within twenty-five twenty‑five (25) days after the retiring Administrative Agent gives notice of its resignation, then the retiring Administrative Agent may (but will not be obligated to), on behalf of the Lenders, appoint a successor Administrative Agent it shall designate (in its reasonable discretion after consultation with the Borrower and the Majority Lenders). ‑103‑ Whether or not a successor has been appointed, such resignation will become effective in accordance with such notice on the Resignation Effective Date. (b) With effect from the Resignation Effective Date (i) the retiring Administrative Agent will be discharged from its duties and obligations hereunder and under the other Loan Documents (except that in the case of any Collateral held by the Administrative Agent on behalf of the Lenders under any of the Loan Documents, the retiring Administrative Agent will continue to hold such Collateral until such time as a successor Administrative Agent is appointed) and (ii) except for any indemnity payments owed to the retiring Administrative Agent, all payments, communications and determinations provided to be made by, to or through the Administrative Agent will instead be made by or to each Lender directly, until such time, if any, as the Majority Lenders appoint a successor Administrative Agent as provided for above. Upon the acceptance of a successor’s appointment as Administrative Agent hereunder, such successor will succeed to and become vested with all of the rights, powers, privileges and duties of the retiring Administrative Agent (other than any rights to indemnity payments owed to the retiring Administrative Agent), and the retiring Administrative Agent will be discharged from all of its duties and obligations hereunder or under the other Loan Documents. The fees payable by the Borrower to a successor Administrative Agent will be the same as those payable to its predecessor unless otherwise agreed between the Borrower and such successor. After the retiring Administrative Agent’s resignation hereunder and under the other Loan Documents, the provisions of this Section 13 Article 12 and Sections 14.03 13.03 and 14.04 13.06 will continue in effect for the benefit of such retiring Administrative Agent, its sub-agents sub‑agents and their respective Affiliates in respect of any actions taken or omitted to be taken by any of them while the retiring Administrative Agent was acting as Administrative Agent.

Resignation of Agent. (a) The Administrative Agent may resign at any time give by notice of its resignation to the Lenders and Borrower. Upon any such resignation, the Borrower, which notice Required Lenders shall set forth have the effective date of such resignation (the “Resignation Effective Date”), such date not right to be earlier than the thirtieth (30th) day following the date of such notice. The Majority Lenders and the Borrower shall mutually agree upon appoint a successor to the Administrative Agent. If the Majority Lenders and the Borrower are unable to so mutually agree and no successor Administrative Agent shall have been appointed by the Required Lenders and have accepted such appointment within twenty-five (25) 30 days after the retiring Administrative Agent gives Agent’s giving of notice of its resignation, then the retiring Administrative Agent may (but will not be obligated to)may, on behalf of the Lenders, appoint a successor Administrative Agent it shall designate (in its reasonable discretion after consultation with the Borrower and the Majority Lenders). Whether or not a successor has been appointed, such resignation will become effective in accordance with such notice on the Resignation Effective Date. (b) With effect from the Resignation Effective Date (i) the retiring Administrative Agent will be discharged from its duties and obligations hereunder and under the other Loan Documents (except that in the case of any Collateral held by the Administrative Agent on behalf of the Lenders under any of the Loan Documents, the retiring Administrative Agent will continue to hold such Collateral until such time as a successor Administrative Agent is appointed) and (ii) except for any indemnity payments owed to the retiring Administrative Agent, all payments, communications and determinations provided to be made by, to or through the Administrative Agent will instead be made by or to each Lender directly, until such time, if any, as the Majority Lenders appoint a successor Administrative Agent as provided for above. Upon the acceptance of a successor’s any appointment as the Administrative Agent hereunderby a successor Administrative Agent, such successor will Administrative Agent shall thereupon succeed to and become vested with all of the rights, remedies, powers, privileges privileges, duties and duties obligations of the retiring Administrative Agent (other than any rights to indemnity payments owed to the retiring Administrative Agent), and the retiring Administrative Agent will shall be discharged from all of its duties and obligations hereunder or obligations, under the other Loan Documents. The fees payable by the Borrower to a successor Administrative Agent will be the same as those payable to its predecessor unless otherwise agreed between the Borrower and such successor. After the any retiring Administrative Agent’s resignation hereunder and under the other Loan Documentsas Administrative Agent, the provisions of this Section 13 and Sections 14.03 and 14.04 will Article XII shall continue in effect for the its benefit of such retiring Administrative Agent, its sub-agents and their respective Affiliates in respect of any actions taken or omitted to be taken by any of them it while the retiring Administrative Agent it was acting as Administrative Agent. (b) Collateral Agent may resign at any time by notice to the Lenders and Borrower. Upon any such resignation, Required Lenders shall have the right to appoint a successor Collateral Agent. If no successor Collateral Agent shall have been appointed by Required Lenders and have accepted such appointment within 30 days after the retiring Collateral Agent’s giving of notice of resignation, then the retiring Collateral Agent may, on behalf of Lenders, appoint a successor Collateral Agent. Upon the acceptance of any appointment as Collateral Agent by a successor Collateral Agent, such successor Collateral Agent shall thereupon succeed to and become vested with all the rights, remedies, powers, privileges, duties and obligations of the retiring Collateral Agent, and the retiring Collateral Agent shall be discharged from its duties and obligations, under the Loan Documents. After any retiring Collateral Agent’s resignation as Collateral Agent, the provisions of this Article XII shall continue in effect for its benefit in respect of any actions taken or omitted to be taken by it while it was acting as Collateral Agent.