Common use of Resignation of the Agent Clause in Contracts

Resignation of the Agent. (a) The Agent may resign and appoint one of its Affiliates acting through an office in Hong Kong or Macau as successor by giving notice to the Lenders and the Borrower. (b) Alternatively the Agent may resign by giving notice to the Lenders and the Borrower, in which case the Majority Lenders (after consultation with the Borrower) may appoint a successor Agent. (c) If the Majority Lenders have not appointed a successor Agent in accordance with paragraph (b) above within 30 days after notice of resignation was given, the Agent (after consultation with the Borrower) may appoint a successor Agent (acting through an office in Hong Kong or Macau). (d) If the Agent wishes to resign because (acting reasonably) it has concluded that it is no longer appropriate for it to remain as agent and the Agent is entitled to appoint a successor Agent under paragraph (c) above, the Agent may (if it concludes (acting reasonably) that it is necessary to do so in order to persuade the proposed successor Agent to become a party to this Agreement as Agent) agree with the proposed successor Agent amendments to this Clause 28 and any other term of this Agreement dealing with the rights or obligations of the Agent consistent with then current market practice for the appointment and protection of corporate trustees (e) The retiring Agent shall, at its own cost, make available to the successor Agent such documents and records and provide such assistance as the successor Agent may reasonably request for the purposes of performing its functions as Agent under the Finance Documents. (f) The Agent’s resignation notice shall only take effect upon the appointment of a successor in accordance with the Finance Documents (including such successor’s accession to the Intercreditor Agreement in the capacity as Agent). (g) Upon the appointment of a successor, the retiring Agent shall be discharged from any further obligation in respect of the Finance Documents (other than its obligations under paragraph (e) above) but shall remain entitled to the benefit of Clause 17.3 (Indemnity to the Agent) and this Clause 28 (and any agency fees for the account of the retiring Agent shall cease to accrue from (and shall be payable on) that date). Its successor and each of the other Parties shall have the same rights and obligations amongst themselves as they would have had if such successor had been an original Party. (h) The Agent shall resign in accordance with paragraph (b) above (and, to the extent applicable, shall use reasonable endeavours to appoint a successor Agent pursuant to paragraph (b) above) if on or after the date which is three months before the earliest FATCA Application Date relating to any payment to the Agent under the Finance Documents, either: (i) the Agent fails to respond to a request under Clause 15.8 (FATCA Information) and the Borrower or a Lender reasonably believes that the Agent will not be (or will have ceased to be) a FATCA Exempt Party on or after that FATCA Application Date; (ii) the information supplied by the Agent pursuant to Clause 15.8 (FATCA Information) indicates that the Agent will not be (or will have ceased to be) a FATCA Exempt Party on or after that FATCA Application Date; or (iii) the Agent notifies the Borrower and the Lenders that the Agent will not be (or will have ceased to be) a FATCA Exempt Party on or after that FATCA Application Date; and (in each case) the Borrower or a Lender reasonably believes that a Party will be required to make a FATCA Deduction that would not be required if the Agent were a FATCA Exempt Party, and the Borrower or that Lender, by notice to the Agent, requires it to resign.

Resignation of the Agent. (a) The Agent may resign and appoint one at any time give notice of its Affiliates acting through resignation to the Lenders, the L/C Issuer and the Company. Upon receipt of any such notice of resignation, the Required Lenders shall have the right, in consultation with the Company, to appoint a successor, which shall be a bank with an office in Hong Kong the United States, or Macau 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 thirty days after the retiring Agent gives notice of its resignation (or such earlier day as successor shall be agreed by giving notice to the Required Lenders) (the “Resignation Effective Date”), then the retiring Agent may (but shall not be obligated to) on behalf of the Lenders and the BorrowerL/C Issuer, appoint a successor Agent meeting the qualifications set forth above, provided that in no event shall any such successor Agent be a Defaulting Lender. Whether or not a successor has been appointed, such resignation shall become effective in accordance with such notice on the Resignation Effective Date. (b) Alternatively If the Person serving as Agent is a Defaulting Lender pursuant to clause (d) of the definition thereof, the Required Lenders may, to the extent permitted by applicable Law, by notice in writing to the Company and such Person remove such Person as Agent and, in consultation with the Company, appoint a successor. If no such successor shall have been so appointed by the Required Lenders and shall have accepted such appointment within thirty days (or such earlier day as shall be agreed by the Required Lenders) (the “Removal Effective Date”), then such removal shall nonetheless become effective in accordance with such notice on the Removal Effective Date. (c) With effect from the Resignation Effective Date or the Removal Effective Date (as applicable) (i) the retiring or removed Agent shall be discharged from its duties and obligations hereunder and under the other Loan Documents (except that in the case of any collateral security held by the Agent may resign on behalf of the Lenders or the L/C Issuer under any of the Loan Documents, the retiring or removed Agent shall continue to hold such collateral security until such time as a successor Agent is appointed) and (ii) except for any indemnity payments or other amounts then owed to the retiring or removed Agent, all payments, communications and determinations provided to be made by, to or through the Agent shall instead be made by giving notice or to each Lender and the L/C Issuer directly, until such time, if any, as the Required Lenders appoint a successor Agent as provided for above. Upon the acceptance of a successor’s appointment as Agent hereunder, such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring (or removed) Agent (other than as provided in Section 3.07 and other than any rights to indemnity payments or other amounts owed to the retiring or removed Agent as of the Resignation Effective Date or the Removal Effective Date, as applicable), and the retiring or removed Agent shall be discharged from all of its duties and obligations hereunder or under the other Loan Documents (if not already discharged therefrom as provided above in this Section). The fees payable by the Company to a successor Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Company and such successor. After the retiring or removed Agent’s resignation or removal hereunder and under the other Loan Documents, the provisions of this Article and Section 10.04 shall continue in effect for the benefit of such retiring or removed Agent, its sub agents and their respective Related Parties in respect of any actions taken or omitted to be taken by any of them (i) while the retiring or removed Agent was acting as Agent 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, 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 Borrower, in which case the Majority Lenders (after consultation with the Borrower) may appoint a agency to any successor Agent. (c) If the Majority Lenders have not appointed a successor Agent in accordance with paragraph (b) above within 30 days after notice of resignation was given, the Agent (after consultation with the Borrower) may appoint a successor Agent (acting through an office in Hong Kong or Macau). (d) If the Any resignation by Bank of America as Agent wishes to resign because (acting reasonably) it has concluded that it is no longer appropriate for it to remain as agent and the Agent is entitled to appoint a successor Agent under paragraph (c) above, the Agent may (if it concludes (acting reasonably) that it is necessary to do so in order to persuade the proposed successor Agent to become a party pursuant to this Agreement Section shall also constitute its resignation as Agent) agree 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 proposed successor Agent amendments effective date of its resignation as L/C Issuer and all L/C Obligations with respect thereto, including the right to this Clause 28 and any other term require the Revolving Lenders to make Base Rate Loans or fund risk participations in Unreimbursed Amounts pursuant to Section 2.03(c). If Bank of this Agreement dealing with America resigns as Swing Line Lender, it shall retain all the rights or obligations of the Agent consistent Swing Line Lender provided for hereunder with then current market practice for respect to Swing Line Loans made by it and outstanding as of the effective date of such resignation, including the right to require the Revolving Lenders to make Base Rate Loans or fund risk participations in outstanding Swing Line Loans pursuant to Section 2.04(c). Upon the appointment and protection of corporate trustees (e) The retiring Agent shall, at its own cost, make available to by the successor Agent such documents and records and provide such assistance as the successor Agent may reasonably request for the purposes of performing its functions as Agent under the Finance Documents. (f) The Agent’s resignation notice shall only take effect upon the appointment Company of a successor L/C Issuer or Swing Line Lender hereunder (which successor shall in accordance all cases be a Lender other than a Defaulting Lender), (i) such successor shall succeed to and become vested with all of the Finance Documents (including such successor’s accession to the Intercreditor Agreement in the capacity as Agent). (g) Upon the appointment rights, powers, privileges and duties of a successor, the retiring Agent L/C Issuer or Swing Line Lender, as applicable, (ii) the retiring L/C Issuer and Swing Line Lender shall be discharged from any further obligation in respect all of the Finance Documents (other than its their respective duties and obligations hereunder or under paragraph (e) above) but shall remain entitled to the benefit of Clause 17.3 (Indemnity to the Agent) and this Clause 28 (and any agency fees for the account of the retiring Agent shall cease to accrue from (and shall be payable on) that date). Its successor and each of the other Parties shall have the same rights Loan Documents and obligations amongst themselves as they would have had if such successor had been an original Party. (h) The Agent shall resign in accordance with paragraph (b) above (and, to the extent applicable, shall use reasonable endeavours to appoint a successor Agent pursuant to paragraph (b) above) if on or after the date which is three months before the earliest FATCA Application Date relating to any payment to the Agent under the Finance Documents, either: (i) the Agent fails to respond to a request under Clause 15.8 (FATCA Information) and the Borrower or a Lender reasonably believes that the Agent will not be (or will have ceased to be) a FATCA Exempt Party on or after that FATCA Application Date; (ii) the information supplied by the Agent pursuant to Clause 15.8 (FATCA Information) indicates that the Agent will not be (or will have ceased to be) a FATCA Exempt Party on or after that FATCA Application Date; or (iii) the Agent notifies successor L/C Issuer shall issue letters of credit in substitution for the Borrower and Letters of Credit, if any, outstanding at the Lenders that time of such succession or make other arrangements satisfactory to Bank of America to effectively assume the Agent will not be (or will have ceased obligations of Bank of America with respect to be) a FATCA Exempt Party on or after that FATCA Application Date; and (in each case) the Borrower or a Lender reasonably believes that a Party will be required to make a FATCA Deduction that would not be required if the Agent were a FATCA Exempt Party, and the Borrower or that Lender, by notice to the Agent, requires it to resignsuch Letters of Credit.

Resignation of the Agent. (a) The Agent may resign and appoint one at any time give notice of its Affiliates acting through resignation to the Lenders, the L/C Issuer and the Company. Upon receipt of any such notice of resignation, the Required Lenders shall have the right, with, so long as no Event of Default under Section 8.01(a), 8.01(f) or 8.01(g) has occurred and is continuing, the consent of the Company (such consent not to be unreasonably withheld or delayed), to appoint a successor, which shall be a bank with an office in Hong Kong the United States, or Macau 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 the Agent gives notice of its resignation (or such earlier day as successor shall be agreed by giving notice to the Required Lenders) (the “Resignation Effective Date”), then the retiring the Agent may (but shall not be obligated to) on behalf of the Lenders and the BorrowerL/C Issuer, appoint a successor the Agent meeting the qualifications set forth above. Whether or not a successor has been appointed, such resignation shall become effective in accordance with such notice on the Resignation Effective Date. (b) Alternatively If the Person serving as the Agent may resign by giving notice is a Defaulting Lender pursuant to clause (d) of the definition thereof, the Required Lenders may, to the extent permitted by applicable law, by notice in writing to the Company and such Person remove such Person as the Agent and, with, so long as no Event of Default under Section 8.01(a), 8.01(f) or 8.01(g) has occurred and is continuing, the consent of the Company (such consent not to be unreasonably withheld or delayed), appoint a successor. If no such successor shall have been so appointed by the Required Lenders and shall have accepted such appointment within 30 days (or such earlier day as shall be agreed by the BorrowerRequired Lenders) (the “Removal Effective Date”), then such removal shall nonetheless become effective in which case accordance with such notice on the Majority Lenders (after consultation with the Borrower) may appoint a successor AgentRemoval Effective Date. (c) If With effect from the Majority Lenders have not appointed a successor Agent in accordance with paragraph Resignation Effective Date or the Removal Effective Date (bas applicable) above within 30 days after notice of resignation was given, the Agent (after consultation with the Borroweri) may appoint a successor Agent (acting through an office in Hong Kong or Macau). (d) If the Agent wishes to resign because (acting reasonably) it has concluded that it is no longer appropriate for it to remain as agent and the Agent is entitled to appoint a successor Agent under paragraph (c) above, the Agent may (if it concludes (acting reasonably) that it is necessary to do so in order to persuade the proposed successor Agent to become a party to this Agreement as Agent) agree with the proposed successor Agent amendments to this Clause 28 and any other term of this Agreement dealing with the rights or obligations of the Agent consistent with then current market practice for the appointment and protection of corporate trustees (e) The retiring Agent shall, at its own cost, make available to the successor Agent such documents and records and provide such assistance as the successor Agent may reasonably request for the purposes of performing its functions as Agent under the Finance Documents. (f) The Agent’s resignation notice shall only take effect upon the appointment of a successor in accordance with the Finance Documents (including such successor’s accession to the Intercreditor Agreement in the capacity as Agent). (g) Upon the appointment of a successor, the retiring or removed the Agent shall be discharged from its duties and obligations hereunder and under the other Loan Documents, in each case solely in its capacity as the Agent and (ii) except for any further obligation in respect of the Finance Documents (indemnity payments or other than its obligations under paragraph (e) above) but shall remain entitled amounts then owed to the benefit of Clause 17.3 (Indemnity to retiring or removed the Agent) , all payments, communications and this Clause 28 (and any agency fees for determinations provided to be made by, to or through the account of the retiring Agent shall cease instead be made by or to accrue from (each Lender and shall be payable on) that date). Its successor and each of the other Parties shall have L/C Issuer directly, until such time, if any, as the same rights and obligations amongst themselves as they would have had if such successor had been an original Party. (h) The Agent shall resign in accordance with paragraph (b) above (and, to the extent applicable, shall use reasonable endeavours to Required Lenders appoint a successor Agent pursuant to paragraph (b) above) if on or after the date which is three months before the earliest FATCA Application Date relating to any payment to the Agent under the Finance Documents, either: (i) the Agent fails to respond to a request under Clause 15.8 (FATCA Information) and the Borrower or a Lender reasonably believes that the Agent will not be (or will have ceased to be) a FATCA Exempt Party on or after that FATCA Application Date; (ii) the information supplied by the Agent pursuant to Clause 15.8 (FATCA Information) indicates that the Agent will not be (or will have ceased to be) a FATCA Exempt Party on or after that FATCA Application Date; or (iii) the Agent notifies the Borrower and the Lenders that the Agent will not be (or will have ceased to be) a FATCA Exempt Party on or after that FATCA Application Date; and (in each case) the Borrower or a Lender reasonably believes that a Party will be required to make a FATCA Deduction that would not be required if the Agent were a FATCA Exempt Party, and the Borrower or that Lender, by notice to the Agent, requires it to resign.as provided for 97

Resignation of the Agent. (a) The Agent may resign and appoint one at any time give notice of its Affiliates acting through resignation to the Lenders, the Issuing Lender and Borrower. Upon receipt of any such notice of resignation, the Requisite Lenders shall have the right, with the consent (if no Event of Default pursuant to Section 9.1(a), (b) or (j) then exists and not to be unreasonably withheld or delayed) of Borrower, to appoint a successor, which shall be a bank with an office in Hong Kong the United States, or Macau an Affiliate of any such bank with an office in the United States. If no such successor shall have been so appointed by the Requisite Lenders and shall have accepted such appointment within 30 days after the retiring Agent gives notice of its resignation (or such earlier day as successor shall be agreed by giving notice to the Requisite Lenders) (the “Resignation Effective Date”), then the retiring Agent may (but shall not be obligated to), on behalf of the Lenders and the Issuing Lender, appoint a successor Agent meeting the qualifications set forth above with the consent (if no Event of Default pursuant to Section 9.1(a), (b) or (j) then exists and not to be unreasonably withheld or delayed) of Borrower. Whether or not a successor has been appointed, such resignation shall become effective in accordance with such notice on the Resignation Effective Date. (b) Alternatively If the Person serving as the Agent may resign by giving notice is a Defaulting Lender pursuant to clause (d) of the definition thereof, the Requisite Lenders may, to the extent permitted by applicable law, by notice in writing to Borrower and such Person remove such Person as the Agent and, with the consent (if no Event of Default pursuant to Section 9.1(a), (b) or (j) then exists and not to be unreasonably withheld or delayed) of Borrower, appoint a successor. If no such successor shall have been so appointed by the Requisite Lenders and shall have accepted such appointment within 30 days (or such earlier day as shall be agreed by the BorrowerRequisite Lenders) (the “Removal Effective Date”), then such removal shall nonetheless become effective in which case accordance with such notice on the Majority Lenders (after consultation with the Borrower) may appoint a successor AgentRemoval Effective Date. (c) If With effect from the Majority Resignation Effective Date or the Removal Effective Date (as applicable) (1) the retiring or removed Agent shall be discharged from its duties and obligations hereunder and under the other Loan Documents (except that in the case of any collateral security held by the Agent on behalf of the Lenders have not appointed or the Issuing Lender under any of the Loan Documents, the retiring or removed Agent shall continue to hold such collateral security until such time as a successor Agent in accordance with paragraph is appointed) and (b2) above within 30 days after notice of resignation was givenexcept for any indemnity payments or other amounts owed to the retiring or removed Agent, all payments, communications and determinations provided to be made by, to or through the Agent (after consultation with shall instead be made by or to each Lender and Issuing Lender directly, until such time, if any, as the Borrower) may Requisite Lenders appoint a successor Agent as provided for above. Upon the acceptance of a successor’s appointment as the Agent hereunder, such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring or removed Agent (other than as provided in Section 3.11(i) and other than any rights to indemnity payments or other amounts owed to the retiring or removed Agent), and the retiring or removed Agent shall be discharged from all of its duties and obligations hereunder or under the other Loan Documents (if not already discharged therefrom as provided above in this Section). The fees payable by Borrower to a successor Agent shall be the same as those payable to its predecessor unless otherwise agreed between Borrower and such successor. After the retiring or removed Agent’s resignation or removal hereunder and under the other Loan Documents, the provisions of this Article and Sections 11.3 and 11.11 shall continue in effect for the benefit of such retiring or removed Agent, its sub-agents and their respective Related Parties in respect of any actions taken or omitted to be taken by any of them while the retiring or removed Agent was acting through an office in Hong Kong or Macau)as the Agent. (d) If the Any resignation by MUFG as Agent wishes to resign because (acting reasonably) it has concluded that it is no longer appropriate for it to remain as agent and the Agent is entitled to appoint a successor Agent under paragraph (c) above, the Agent may (if it concludes (acting reasonably) that it is necessary to do so in order to persuade the proposed successor Agent to become a party pursuant to this Agreement Section shall also constitute its resignation as Agent) agree Issuing Lender and Swing Line Lender. If MUFG resigns as an Issuing Lender, it shall retain all the rights, powers, privileges and duties of the Issuing Lender hereunder with respect to all Letters of Credit outstanding as of the proposed successor Agent amendments effective date of its resignation as Issuing Lender and all L/C Obligations with respect thereto, including the right to this Clause 28 and any other term of this Agreement dealing with require the Lenders to make Alternate Base Rate Loans or fund risk participations in unreimbursed drawings pursuant to Section 2.4(c). If MUFG resigns as Swing Line Lender, it shall retain all the rights or obligations of the Agent consistent Swing Line Lender provided for hereunder with then current market practice for respect to Swing Line Advances made by it and outstanding as of the effective date of such resignation, including the right to require the Lenders to make Alternate Base Rate Loans or fund risk participations in outstanding Swing Line Advances pursuant to Section 2.9(c). Upon the appointment and protection of corporate trustees (e) The retiring Agent shall, at its own cost, make available to the successor Agent such documents and records and provide such assistance as the successor Agent may reasonably request for the purposes of performing its functions as Agent under the Finance Documents. (f) The Agent’s resignation notice shall only take effect upon the appointment by Borrower of a successor Issuing Lender or Swing Line Lender hereunder (which successor shall in accordance all cases be a Lender other than a Defaulting Lender), (i) such successor shall succeed to and become vested with all of the Finance Documents (including such successor’s accession to the Intercreditor Agreement in the capacity as Agent). (g) Upon the appointment rights, powers, privileges and duties of a successor, the retiring Agent Issuing Lender or Swing Line Lender, as applicable, (ii) the retiring Issuing Lender and Swing Line Lender shall be discharged from any further obligation in respect all of the Finance Documents (other than its their respective duties and obligations hereunder or under paragraph (e) above) but shall remain entitled to the benefit of Clause 17.3 (Indemnity to the Agent) and this Clause 28 (and any agency fees for the account of the retiring Agent shall cease to accrue from (and shall be payable on) that date). Its successor and each of the other Parties shall have the same rights Loan Documents and obligations amongst themselves as they would have had if such successor had been an original Party. (h) The Agent shall resign in accordance with paragraph (b) above (and, to the extent applicable, shall use reasonable endeavours to appoint a successor Agent pursuant to paragraph (b) above) if on or after the date which is three months before the earliest FATCA Application Date relating to any payment to the Agent under the Finance Documents, either: (i) the Agent fails to respond to a request under Clause 15.8 (FATCA Information) and the Borrower or a Lender reasonably believes that the Agent will not be (or will have ceased to be) a FATCA Exempt Party on or after that FATCA Application Date; (ii) the information supplied by the Agent pursuant to Clause 15.8 (FATCA Information) indicates that the Agent will not be (or will have ceased to be) a FATCA Exempt Party on or after that FATCA Application Date; or (iii) the Agent notifies successor Issuing Lender shall issue letters of credit in substitution for the Borrower Letters of Credit, if any, outstanding at the time of such succession or make other arrangements satisfactory to MUFG to effectively assume the obligations of MUFG with respect to such Letters of Credit. After the retiring Issuing Lender and/or Swing Line Lender’s resignation hereunder and under the Lenders that other Loan Documents, the Agent will not provisions of this Article and Section 11.3 shall continue in effect for the benefit of such retiring Issuing Lender and Swing Line Lender in respect of any actions taken or omitted to be (taken by any of them while the retiring Issuing Lender or will have ceased to be) a FATCA Exempt Party on or after that FATCA Application Date; and (Swing Line Lender was acting in each case) the Borrower or a Lender reasonably believes that a Party will be required to make a FATCA Deduction that would not be required if the Agent were a FATCA Exempt Party, and the Borrower or that Lender, by notice to the Agent, requires it to resignsuch capacity.

Resignation of the Agent. (a) The Agent may resign and appoint one of its Affiliates acting through an office in Hong Kong or Macau as successor by giving notice to the Lenders and the Borrower. (b) Alternatively the Agent may resign by giving 30 days notice to the Lenders and the Borrower, in which case the Majority Lenders (after consultation with the BorrowerBorrower and having discussed any concerns of the Borrower in respect of the identity of the successor Agent) may appoint a successor Agent. (cb) If the Majority Lenders have not appointed a successor Agent in accordance with paragraph (ba) above within 30 days after notice of resignation was given, the retiring Agent (after consultation with the BorrowerBorrower and having discussed any concerns of the Borrower in respect of the identity of the successor Agent) at the cost of the Borrower may appoint a successor Agent. The Agent (acting through an office is not bound to supervise or be responsible in Hong Kong any way for any loss incurred by reason of misconduct or Macau)default on the part of the successor Agent. (dc) If the Agent wishes to resign because (acting reasonably) it has concluded that it is no longer appropriate for it to remain as agent and the Agent is entitled to appoint a successor Agent under paragraph (cb) above, the Agent may after consulting with the Borrower (if it concludes (acting reasonably) that it is necessary to do so in order to persuade the proposed successor Agent to become a party Party to this Agreement as Agent) agree (subject to the provisions of the Facility Agreement) with the proposed successor Agent amendments to this Clause 28 1 and any other term of this Agreement dealing with the rights or obligations of the Agent consistent with then the current market practice for the appointment and protection of corporate trustees. (ed) The retiring Agent shall, at its own cost, shall make available to the successor Agent such documents and records and provide such assistance as the successor Agent may reasonably request for the purposes of performing its functions as Agent under the Finance Transaction Documents. (fe) The Agent’s resignation notice shall only take effect upon the appointment of a successor in accordance with and the Finance Documents (including such successor’s accession Borrower shall pay all fees and expenses then due and owing to the Intercreditor Agreement in resigning Agent prior to the capacity as Agent)effectiveness of its resignation. (gf) Upon the appointment of a successor, the retiring Agent shall be discharged from any further obligation in respect of the Finance Transaction Documents (other than its obligations under paragraph (e) above) but shall remain entitled to the benefit of Clause 17.3 (Indemnity to the Agent) and this Clause 28 1 (and any agency fees for the account of the retiring Agent shall cease to accrue from (and shall be payable on) that date). Its Any successor and each of the other Parties shall have the same rights and obligations amongst themselves as they would have had if such successor had been an original Party. (hg) The Agent shall resign in accordance with paragraph (ba) above (and, to the extent applicable, shall use reasonable endeavours to appoint a successor Agent pursuant to paragraph (b) above) if on or after the date which is three months before the earliest FATCA Application Date relating to any payment to the Agent under the Finance Transaction Documents, either: (i) the Agent fails to respond to a request under Clause 15.8 14.1 (FATCA Information) and the Borrower or a Lender reasonably believes that the Agent will not be (or will have ceased to be) a FATCA Exempt Party on or after that FATCA Application Date; (ii) the information supplied by the Agent pursuant to Clause 15.8 14.1 (FATCA Information) indicates that the Agent will not be (or will have ceased to be) a FATCA Exempt Party on or after that FATCA Application Date; or (iii) the Agent notifies the Borrower and the Lenders that the Agent will not be (or will have ceased to be) a FATCA Exempt Party on or after that FATCA Application Date; , and (in each case) the Borrower or a Lender reasonably believes that a Party will be required to make a FATCA Deduction that would not be required if the Agent were a FATCA Exempt Party, and the Borrower or that Lender, by notice to the Agent, requires it to resign.

Resignation of the Agent. (a) The Agent may resign and appoint one at any time give notice of its Affiliates acting through an office in Hong Kong resignation as Agent to the Lenders, the Lender issuing Letters of Credit hereunder (the "Issuing Lender"), and the Borrower. Upon receipt of any such notice of resignation, the Required Lenders shall have the right, with approval from the Borrower (so long as no Event of Default has occurred and is continuing), to appoint a successor, such approval not to be unreasonably withheld or Macau delayed. If no such successor shall have been so appointed and by the Required Lenders and so approved by the Borrower (as successor by giving applicable) within thirty (30) days after the retiring Agent gives notice to of its resignation, then the retiring Agent may on behalf of the Lenders and the Borrower. (b) Alternatively the Agent may resign by giving notice to the Lenders and the BorrowerIssuing Lender, in which case the Majority Lenders (after consultation with the Borrower) may appoint a successor Agent. (c) If the Majority Lenders have not appointed a successor Agent in accordance with paragraph (b) above within 30 days after notice of resignation was given, the Agent (after consultation with the Borrower) may appoint a successor Agent (acting through an office in Hong Kong or Macau). (d) If meeting the qualifications set forth above; provided that if the Agent wishes to resign because (acting reasonably) it has concluded that it is no longer appropriate for it to remain as agent shall notify the Borrower and the Agent is entitled to appoint a successor Agent under paragraph (c) aboveLenders that no qualifying Person has accepted such appointment, the Agent may (if it concludes (acting reasonably) that it is necessary to do so in order to persuade the proposed successor Agent to then such resignation shall nonetheless become a party to this Agreement as Agent) agree with the proposed successor Agent amendments to this Clause 28 and any other term of this Agreement dealing with the rights or obligations of the Agent consistent with then current market practice for the appointment and protection of corporate trustees (e) The retiring Agent shall, at its own cost, make available to the successor Agent such documents and records and provide such assistance as the successor Agent may reasonably request for the purposes of performing its functions as Agent under the Finance Documents. (f) The Agent’s resignation notice shall only take effect upon the appointment of a successor effective in accordance with the Finance Documents such notice and (including such successor’s accession to the Intercreditor Agreement in the capacity as Agent). (ga) Upon the appointment of a successor, the retiring Agent shall be discharged from its duties and obligations hereunder and under the other Loan Documents (except that in the case of any further obligation in respect collateral security held by the Agent on behalf of the Finance Documents (other than its obligations Lenders or the Issuing Lender under paragraph (e) above) but shall remain entitled to any of the benefit of Clause 17.3 (Indemnity to the Agent) and this Clause 28 (and any agency fees for the account of Loan Documents, the retiring Agent shall cease continue to accrue from (hold such collateral security until such time as a successor Agent is appointed) and shall be payable on) that date). Its successor and each of the other Parties shall have the same rights and obligations amongst themselves as they would have had if such successor had been an original Party. (h) The Agent shall resign in accordance with paragraph (b) above (andall payments, communications and determinations provided to be made by, to or through the extent applicableAgent shall instead be made by or to each Lender and the Issuing Lender directly, shall use reasonable endeavours to until such time as the Required Lenders appoint a successor Agent pursuant as provided for above in this Section. Upon the acceptance of a successor's appointment as Agent hereunder, such successor shall succeed to paragraph and become vested with all of the rights, powers, privileges and duties of the retiring (bor retired) above) if on Agent, and the retiring Agent shall be discharged from all of its duties and obligations hereunder or after the date which is three months before the earliest FATCA Application Date relating to any payment to the Agent under the Finance Documents, either: other Loan Documents (i) if not already discharged therefrom as provided above in this Section). The fees payable by the Agent fails to respond Borrower to a request under Clause 15.8 (FATCA Information) and successor Agent shall be the Borrower or a Lender reasonably believes that the Agent will not be (or will have ceased same as those payable to be) a FATCA Exempt Party on or after that FATCA Application Date; (ii) the information supplied by the Agent pursuant to Clause 15.8 (FATCA Information) indicates that the Agent will not be (or will have ceased to be) a FATCA Exempt Party on or after that FATCA Application Date; or (iii) the Agent notifies its predecessor unless otherwise agreed between the Borrower and such successor. After the Lenders that retiring Agent's resignation hereunder and under the Agent will not be (or will have ceased to be) a FATCA Exempt Party on or after that FATCA Application Date; and (in each case) other Loan Documents, the Borrower or a Lender reasonably believes that a Party will be required to make a FATCA Deduction that would not be required if the Agent were a FATCA Exempt Party, and the Borrower or that Lender, by notice to the Agent, requires it to resign.provisions of this Section 10.14

Resignation of the Agent. (a) The Agent may resign and appoint one of its Affiliates acting through an office in Hong Kong or Macau Australia as successor by giving notice to the Lenders and the Borrower. (b) Alternatively the Agent may resign by giving 30 days' notice to the Lenders and the Borrower, in which case the Majority Lenders (after consultation with the Borrower) may appoint a successor Agent. (c) If the Majority Lenders have not appointed a successor Agent in accordance with paragraph (b) above within 30 20 days after notice of resignation was given, the retiring Agent (after consultation with the BorrowerBorrower ) may appoint a successor Agent (acting through an office in Hong Kong or Macauthe same time zone as Australia). (d) If the Agent wishes to resign because (acting reasonably) it has concluded that it is no longer appropriate for it to remain as agent and the Agent is entitled to appoint a successor Agent under paragraph (c) above, the Agent may (if it concludes (acting reasonably) that it is necessary to do so in order to persuade the proposed successor Agent to become a party to this Agreement as Agent) agree with the proposed successor Agent amendments to this Clause 28 32 and any other term of this Agreement dealing with the rights or obligations of the Agent consistent with then current market practice for the appointment and protection of corporate trusteesagents of syndicated financing transactions together with any reasonable amendments to the agency fee payable under this Agreement which are consistent with the successor Agent's normal fee rates and those amendments will bind the Parties. (e) The retiring Agent shall, at its own cost, shall make available to the successor Agent such documents and records and provide such assistance as the successor Agent may reasonably request for the purposes of performing its functions as Agent under the Finance Documents. The Borrower shall, within three Business Days of demand, reimburse the retiring Agent for the amount of all costs and expenses (including legal fees) properly incurred by it in making available such documents and records and providing such assistance. (f) The Agent’s 's resignation notice shall only take effect upon the appointment of a successor in accordance with the Finance Documents (including such successor’s accession to the Intercreditor Agreement in the capacity as Agent). (g) Upon the appointment of a successor, the retiring Agent shall be discharged from any further obligation in respect of the Finance Documents (other than its obligations under paragraph (e) above) but shall remain entitled to the benefit of Clause 17.3 (Indemnity to the Agent) and this Clause 28 32 (and any agency fees for the account of the retiring Agent shall cease to accrue from (and shall be payable on) that date). Its Any successor and each of the other Parties shall have the same rights and obligations amongst themselves as they would have had if such successor had been an original Party. (h) After consultation with the Borrower, the Majority Lenders may, by notice to the Agent, require it to resign in accordance with paragraph (b) above. In this event, the Agent shall resign in accordance with paragraph (b) above (or, if at any time the Agent is a Defaulting Finance Party, by giving any shorter notice determined by the Majority Lenders). (i) The Agent shall resign in accordance with paragraph (b) above (and, to the extent applicable, shall use reasonable endeavours to appoint a successor Agent pursuant to under paragraph (bc) above) if on or after the date which is three months before the earliest FATCA Application Date relating to any payment to the Agent under the Finance Documents, either: (i) the Agent fails to respond to a request under Clause 15.8 15.7 (FATCA Information) and the Borrower or a Lender reasonably believes that the Agent will not be (or will have ceased to be) a FATCA Exempt Party on or after that FATCA Application Date; (ii) the information supplied by the Agent pursuant to under Clause 15.8 15.7 (FATCA Information) indicates that the Agent will not be (or will have ceased to be) a FATCA Exempt Party on or after that FATCA Application Date; or (iii) the Agent notifies the Borrower and the Lenders that the Agent will not be (or will have ceased to be) a FATCA Exempt Party on or after that FATCA Application Date; and (in each case) the Borrower or a Lender reasonably believes that a Party will be required to make a FATCA Deduction that would not be required if the Agent were a FATCA Exempt Party, and the Borrower or that LenderL▇▇▇▇▇, by notice to the Agent, requires it to resign.

Resignation of the Agent. (a) The Agent may resign and appoint one of its Affiliates acting through an office in Hong Kong or Macau as successor by giving notice to the Lenders and the BorrowerBorrowers. (b) Alternatively the Agent may resign by giving thirty (30) days notice to the Lenders and the BorrowerBorrowers, in which case the Majority Lenders (after consultation with the BorrowerBorrowers) may appoint a successor Agent. (c) If the Majority Lenders have not appointed a successor Agent in accordance with paragraph (b) above within 30 twenty (20) days after notice of resignation was given, the retiring Agent (after consultation with the BorrowerBorrowers) may appoint a successor Agent (acting through an office in Hong Kong or Macau)Agent. (d) If the Agent wishes to resign because (acting reasonably) it has concluded that it is no longer appropriate for it to remain as agent and the Agent is entitled to appoint a successor Agent under paragraph (c) above, the Agent may (if it concludes (acting reasonably) that it is necessary to do so in order to persuade the proposed successor Agent to become a party to this Agreement as Agent) agree with the proposed successor Agent amendments to this Clause 28 27 and any other term of this Agreement dealing with the rights or obligations of the Agent consistent with then current market practice for the appointment and protection of corporate trusteestrustees together with any reasonable amendments to the agency fee payable under this Agreement which are consistent with the successor Agent’s normal fee rates and those amendments will bind the Parties. (e) The retiring Agent shall, at its own cost, make available to the successor Agent such documents and records and provide such assistance as the successor Agent may reasonably request for the purposes of performing its functions as Agent under the Finance Documents. (f) The Agent’s resignation notice shall only take effect upon the appointment of a successor in accordance with the Finance Documents (including such successor’s accession to the Intercreditor Agreement in the capacity as Agent). (g) Upon the appointment of a successor, the retiring Agent shall be discharged from any further obligation in respect of the Finance Documents (other than its obligations under paragraph (e) above) but shall remain entitled to the benefit of Clause 17.3 (Indemnity to the Agent) and this Clause 28 (and any agency fees for the account of the retiring Agent shall cease to accrue from (and shall be payable on) that date)27. Its Any successor and each of the other Parties shall have the same rights and obligations amongst themselves as they would have had if such successor had been an original Party. (h) The Agent shall resign in accordance with paragraph (b) above (and, to the extent applicable, shall use reasonable endeavours to appoint a successor Agent pursuant to paragraph (bc) above) if on or after the date which is three (3) months before the earliest FATCA Application Date relating to any payment to the Agent under the Finance Documents, either: (i) the Agent fails to respond to a request under Clause 15.8 12.7 (FATCA Informationinformation) and the Borrower or a Lender reasonably believes that the Agent will not be (or will have ceased to be) a FATCA Exempt Party on or after that FATCA Application Date; (ii) the information supplied by the Agent pursuant to Clause 15.8 12.7 (FATCA Informationinformation) indicates that the Agent will not be (or will have ceased to be) a FATCA Exempt Party on or after that FATCA Application Date; or (iii) the Agent notifies the Borrower Borrowers and the Lenders that the Agent will not be (or will have ceased to be) a FATCA Exempt Party on or after that FATCA Application Date; , and (in each case) the Borrower or a Lender reasonably believes that a Party will be required to make a FATCA Deduction that would not be required if the Agent were a FATCA Exempt Party, and the Borrower or that Lender, by notice to the Agent, requires it to resign.

Resignation of the Agent. (a) The Agent may resign and appoint one of its Affiliates acting through an office in Hong Kong or Macau affiliates as successor by giving notice to the Lenders other Finance Parties and the Borrower. (b) Borrowers. Alternatively the Agent may may, upon prior written consent of the Borrowers (not to be unreasonably withheld), resign by giving notice to the Lenders other Finance Parties and the Borrower, Borrowers in which case the Majority Required Lenders (after consultation with the BorrowerBorrowers) may appoint a successor Agent. (c) agent. If the Majority Required Lenders have not appointed a successor Agent agent in accordance with paragraph (b) above within 30 thirty (30) days after notice of resignation was given, the Agent (after consultation with the BorrowerBorrowers) may appoint a successor Agent (acting through an office in Hong Kong or Macau). (d) If the Agent wishes to resign because (acting reasonably) it has concluded that it is no longer appropriate for it to remain as agent and the Agent is entitled to appoint a successor Agent under paragraph (c) above, the Agent may (if it concludes (acting reasonably) that it is necessary to do so in order to persuade the proposed successor Agent to become a party to this Agreement as Agent) agree with the proposed successor Agent amendments to this Clause 28 and any other term of this Agreement dealing with the rights or obligations of the Agent consistent with then current market practice for the appointment and protection of corporate trustees (e) agent. The retiring Agent shall, at its own cost, make available to the successor Agent agent such documents and records and provide such assistance as the successor Agent agent may reasonably request for the purposes of performing its functions as Agent agent under the Finance Documents. (f) . The Agent’s resignation notice shall only take effect upon the appointment of a successor in accordance with the Finance Documents (including such successor’s accession to the Intercreditor Agreement in the capacity as Agent). (g) . Upon the appointment of a successor, the retiring Agent shall be discharged from any further obligation in respect of the Finance Documents (other than its obligations under paragraph (e) above) but shall remain entitled to the benefit of Clause 17.3 (Indemnity to the Agent) and this Clause 28 (and any agency fees for the account of the retiring Agent shall cease to accrue from (and shall be payable on) that date)28. Its Each successor and each of the other Parties shall have the same rights and obligations amongst themselves as they would have had if such successor had been an original Party. (h. After consultation with the Borrowers the Required Lenders may, by notice to the Agent, require it to resign in accordance with paragraph b) above. In this event, the Agent shall resign in accordance with paragraph b) above. The Agent shall resign in accordance with paragraph (b) above (and, to the extent applicable, shall use reasonable endeavours to appoint a successor Agent pursuant to paragraph (bc) above) if on or after the date which is three months before the earliest FATCA Application Date relating to any payment to the Agent under the Finance Documents, either: (i) : the Agent fails to respond to a request under Clause 15.8 13.4 (FATCA Information) and the Borrower or a Lender reasonably believes that the Agent will not be (or will have ceased to be) a FATCA Exempt Party on or after that FATCA Application Date; (ii) ; the information supplied by the Agent pursuant to Clause 15.8 13.4 (FATCA Information) indicates that the Agent will not be (or will have ceased to be) a FATCA Exempt Party on or after that FATCA Application Date; or (iii) or the Agent notifies the Borrower Borrowers and the Lenders that the Agent will not be (or will have ceased to be) a FATCA Exempt Party on or after that FATCA Application Date; and (in each case) the Borrower or a Lender reasonably believes that a Party will be required to make a FATCA Deduction that would not be required if the Agent were a FATCA Exempt Party, and the Borrower or that Lender, by notice to the Agent, requires it to resign.

Resignation of the Agent. (a) The Agent may resign and appoint one of its Affiliates acting through an office in Hong Kong the UK or Macau any other jurisdiction agreed by the Company as successor by giving notice to the Lenders and the BorrowerCompany. (b) Alternatively the Agent may resign by giving thirty (30) days' notice to the Lenders and the BorrowerCompany, in which case the Majority Lenders (after consultation with the Borrowerconsent of the Company) may appoint a successor AgentAgent (acting through an office in France, the UK or any other jurisdiction agreed by the Company but which shall not be incorporated in a Non-Cooperative State). (c) If the Majority Lenders have not appointed a successor Agent in accordance with paragraph (b) above within 30 twenty (20) days after notice of resignation was given, the retiring Agent (after consultation with the BorrowerCompany) may appoint a successor Agent (acting through an office in Hong Kong France, the UK or Macau)any other jurisdiction agreed by the Company but which shall not be incorporated in a Non-Cooperative State) provided that the consent of the Company shall not be required (but a consultation with the Company shall be required) in case of an appointment of a Lender as Agent. (d) If the Agent wishes to resign because (acting reasonably) it has concluded that it is no longer appropriate for it to remain as agent and the Agent is entitled to appoint a successor Agent under paragraph (cb) above, the Agent may (if it concludes (acting reasonably) that it is necessary to do so in order to persuade the proposed successor Agent to become a party to this Agreement Party as Agent) agree with the proposed successor Agent amendments to this Clause 28 27 and any other term of this Agreement dealing with the rights or obligations of the Agent consistent with then current market practice for the appointment and protection of corporate trusteestrustees together with any reasonable amendments to the agency fee payable under this Agreement which are consistent with the successor Agent's normal fee rates and those amendments will bind the Parties. (e) The retiring Agent shall, shall (at its own cost, ) make available to the successor Agent such documents and records and provide such assistance as the successor Agent may reasonably request for the purposes of performing its functions as Agent under the Finance Documents. (f) The Agent’s 's resignation notice shall only take effect upon the appointment of a successor in accordance with the Finance Documents (including such successor’s accession to the Intercreditor Agreement in the capacity as Agent).. 136 Project Meria: Senior Facilties Agreement (g) Upon the appointment of a successor, the retiring Agent shall be discharged from any further obligation in respect of the Finance Documents (other than its obligations under paragraph (e) above) but shall remain entitled to the benefit of Clause 17.3 16.3 (Indemnity to the Agent) in respect of the period in which it was appointed Agent and this Clause 28 27 (and any agency fees for the account of the retiring Agent shall cease to accrue from (and shall be payable on) that date). Its Any successor and each of the other Parties shall have the same rights and obligations amongst among themselves as they would have had if such successor had been an original Party. (h) The Agent shall resign in accordance with paragraph (b) above (and, to the extent applicable, shall use reasonable endeavours to appoint a successor Agent pursuant to paragraph (b) above) if on or after the date which is three (3) months before the earliest FATCA Application Date relating to any payment to the Agent under the Finance Documents, either: (i) the Agent fails to respond to a request under Clause 15.8 14.11 (FATCA Information) and the Borrower Company or a Lender reasonably believes that the Agent will not be (or will have ceased to be) a FATCA Exempt Party on or after that FATCA Application Date; (ii) the information supplied by the Agent pursuant to Clause 15.8 (FATCA Information) indicates that the Agent will not be (or will have ceased to be) a FATCA Exempt Party on or after that FATCA Application Date; or (iii) the Agent notifies the Borrower and the Lenders that the Agent will not be (or will have ceased to be) a FATCA Exempt Party on or after that FATCA Application Date; and (in each case) the Borrower or a Lender reasonably believes that a Party will be required to make a FATCA Deduction that would not be required if the Agent were a FATCA Exempt Party, and the Borrower or that Lender, by notice to the Agent, requires it to resign.

Resignation of the Agent. (a) The Agent may resign from the performance of all its functions and appoint one of its Affiliates acting through an office in Hong Kong or Macau as successor duties hereunder and/or under the other Credit Documents at any time by giving 30 Business Days' prior written notice to the Lenders Borrower and the Borrower. (b) Alternatively the Agent may resign by giving notice to the Lenders and the Borrower, in which case the Majority Lenders (after consultation with the Borrower) may appoint a successor Agent. (c) If the Majority Lenders have not appointed a successor Agent in accordance with paragraph (b) above within 30 days after notice of Banks. Such resignation was given, the Agent (after consultation with the Borrower) may appoint a successor Agent (acting through an office in Hong Kong or Macau). (d) If the Agent wishes to resign because (acting reasonably) it has concluded that it is no longer appropriate for it to remain as agent and the Agent is entitled to appoint a successor Agent under paragraph (c) above, the Agent may (if it concludes (acting reasonably) that it is necessary to do so in order to persuade the proposed successor Agent to become a party to this Agreement as Agent) agree with the proposed successor Agent amendments to this Clause 28 and any other term of this Agreement dealing with the rights or obligations of the Agent consistent with then current market practice for the appointment and protection of corporate trustees (e) The retiring Agent shall, at its own cost, make available to the successor Agent such documents and records and provide such assistance as the successor Agent may reasonably request for the purposes of performing its functions as Agent under the Finance Documents. (f) The Agent’s resignation notice shall only take effect upon the appointment of a successor in accordance with the Finance Documents Agent pursuant to clauses (including such successor’s accession to the Intercreditor Agreement in the capacity b) and (c) below or as Agent)otherwise provided below. (gb) Upon the appointment any such notice of a successorresignation, the retiring Agent Required Banks shall be discharged from any further obligation in respect of the Finance Documents (other than its obligations under paragraph (e) above) but shall remain entitled to the benefit of Clause 17.3 (Indemnity to the Agent) and this Clause 28 (and any agency fees for the account of the retiring Agent shall cease to accrue from (and shall be payable on) that date). Its successor and each of the other Parties shall have the same rights and obligations amongst themselves as they would have had if such successor had been an original Party. (h) The Agent shall resign in accordance with paragraph (b) above (and, to the extent applicable, shall use reasonable endeavours to appoint a successor Agent hereunder or thereunder who shall be a commercial bank or trust company reasonably acceptable to the Borrower. (c) If a successor Agent shall not have been so appointed within such 30 Business Day period, the Agent, with the consent of the Borrower (which consent shall not be unreasonably withheld or delayed), shall then appoint a successor Agent who shall serve as Agent hereunder or thereunder until such time, if any, as the Required Banks appoint a successor Agent as provided above. (d) If no successor Agent has been appointed pursuant to paragraph clause (b) aboveor (c) if on or above by the 30th Business Day after the date which is three months before the earliest FATCA Application Date relating to any payment to the Agent under the Finance Documents, either: (i) the Agent fails to respond to a request under Clause 15.8 (FATCA Information) and the Borrower or a Lender reasonably believes that the Agent will not be (or will have ceased to be) a FATCA Exempt Party on or after that FATCA Application Date; (ii) the information supplied such notice of resignation was given by the Agent pursuant to Clause 15.8 (FATCA Information) indicates that the Agent will not be (or will have ceased to be) a FATCA Exempt Party on or after that FATCA Application Date; or (iii) the Agent notifies the Borrower and the Lenders that the Agent will not be (or will have ceased to be) a FATCA Exempt Party on or after that FATCA Application Date; and (in each case) the Borrower or a Lender reasonably believes that a Party will be required to make a FATCA Deduction that would not be required if the Agent were a FATCA Exempt Party, and the Borrower or that Lender, by notice to the Agent, requires it to resignthe Agent's resignation shall become effective and the Required Banks shall thereafter perform all the duties of the Agent hereunder and/or under any other Credit Document until such time, if any, as the Banks appoint a successor Agent as provided above.

Resignation of the Agent. (a) The Agent may resign and appoint one of its Affiliates acting through an office in Hong Kong the United Kingdom or Macau the Netherlands as successor by giving notice to the Lenders other Finance Parties and the BorrowerCompany. (b) Alternatively the Agent may resign by giving notice to the Lenders other Finance Parties and the BorrowerCompany, in which case the Majority Lenders (after consultation with the BorrowerCompany) may appoint a successor Agent. (c) If the Majority Lenders have not appointed a successor Agent in accordance with paragraph (b) above within 30 20 days after notice of resignation was given, the retiring Agent (after consultation with the BorrowerCompany) may appoint a successor Agent (acting through an office in Hong Kong the United Kingdom or Macauthe Netherlands). (d) If the Agent wishes to resign because (acting reasonably) it has concluded that it is no longer appropriate for it to remain as agent and the Agent is entitled to appoint a successor Agent under paragraph (c) above, the Agent may (if it concludes (acting reasonably) that it is necessary to do so in order to persuade the proposed successor Agent to become a party to this Agreement as Agent) agree agree, following consultation with the Company and the proposed successor Agent Agent, amendments to this Clause 28 27 and any other term of this Agreement dealing specifically with the rights or obligations of the Agent consistent with then current market practice for the appointment and protection of corporate trusteestrustees and agents together with any reasonable amendments to the agency fee payable under this Agreement which are consistent with the successor Agent’s normal fee rates in respect of an agency appointment similar to that under this Agreement and those amendments will bind the Parties. (e) The retiring Agent shall, at its own cost, make available to the successor Agent such documents and records and provide such assistance as the successor Agent may reasonably request for the purposes of performing its functions as Agent under the Finance Documents. (f) The Agent’s resignation notice shall only take effect upon the appointment of a successor in accordance with the Finance Documents (including such successor’s accession to the Intercreditor Agreement in the capacity as Agent). (g) Upon the appointment of a successor, the retiring Agent shall be discharged from any further obligation in respect of the Finance Documents (other than its obligations under paragraph (e) above) but shall remain entitled to the benefit of Clause 17.3 (Indemnity to the Agent) and this Clause 28 (and any agency fees for the account of the retiring Agent shall cease to accrue from (and shall be payable on) that date)27. Its successor and each of the other Parties shall have the same rights and obligations amongst themselves as they would have had if such successor had been an original Party. (h) The Agent shall resign in accordance with paragraph (b) above (and, to the extent applicable, shall use reasonable endeavours to appoint a successor Agent pursuant to paragraph (b) above) if on or after the date which is three months before the earliest FATCA Application Date relating to any payment to the Agent under the Finance Documents, either: (i) the Agent fails to respond to a request under Clause 15.8 (FATCA Information) and the Borrower or a Lender reasonably believes that the Agent will not be (or will have ceased to be) a FATCA Exempt Party on or after that FATCA Application Date; (ii) the information supplied by the Agent pursuant to Clause 15.8 (FATCA Information) indicates that the Agent will not be (or will have ceased to be) a FATCA Exempt Party on or after that FATCA Application Date; or (iii) the Agent notifies the Borrower and the Lenders that the Agent will not be (or will have ceased to be) a FATCA Exempt Party on or after that FATCA Application Date; and (in each case) the Borrower or a Lender reasonably believes that a Party will be required to make a FATCA Deduction that would not be required if the Agent were a FATCA Exempt Party, and the Borrower or that Lender, by notice to the Agent, requires it to resign.

Resignation of the Agent. (a) The Agent may resign from the ------------------------ performance of all its functions and appoint one of its Affiliates acting through an office in Hong Kong or Macau as successor duties hereunder and/or under the other Credit Documents at any time by giving 30 Business Days' prior written notice to the Lenders Borrower and the Borrower. (b) Alternatively the Agent may resign by giving notice to the Lenders and the Borrower, in which case the Majority Lenders (after consultation with the Borrower) may appoint a successor Agent. (c) If the Majority Lenders have not appointed a successor Agent in accordance with paragraph (b) above within 30 days after notice of Banks. Such resignation was given, the Agent (after consultation with the Borrower) may appoint a successor Agent (acting through an office in Hong Kong or Macau). (d) If the Agent wishes to resign because (acting reasonably) it has concluded that it is no longer appropriate for it to remain as agent and the Agent is entitled to appoint a successor Agent under paragraph (c) above, the Agent may (if it concludes (acting reasonably) that it is necessary to do so in order to persuade the proposed successor Agent to become a party to this Agreement as Agent) agree with the proposed successor Agent amendments to this Clause 28 and any other term of this Agreement dealing with the rights or obligations of the Agent consistent with then current market practice for the appointment and protection of corporate trustees (e) The retiring Agent shall, at its own cost, make available to the successor Agent such documents and records and provide such assistance as the successor Agent may reasonably request for the purposes of performing its functions as Agent under the Finance Documents. (f) The Agent’s resignation notice shall only take effect upon the appointment of a successor in accordance with the Finance Documents Agent pursuant to clauses (including such successor’s accession to the Intercreditor Agreement in the capacity b) and (c) below or as Agent)otherwise provided below. (gb) Upon the appointment any such notice of a successorresignation, the retiring Agent Required Banks shall be discharged from any further obligation in respect of the Finance Documents (other than its obligations under paragraph (e) above) but shall remain entitled to the benefit of Clause 17.3 (Indemnity to the Agent) and this Clause 28 (and any agency fees for the account of the retiring Agent shall cease to accrue from (and shall be payable on) that date). Its successor and each of the other Parties shall have the same rights and obligations amongst themselves as they would have had if such successor had been an original Party. (h) The Agent shall resign in accordance with paragraph (b) above (and, to the extent applicable, shall use reasonable endeavours to appoint a successor Agent hereunder or thereunder who shall be a commercial bank or trust company reasonably acceptable to the Borrower. (c) If a successor Agent shall not have been so appointed within such 30 Business Day period, the Agent, with the consent of the Borrower (which consent shall not be unreasonably withheld or delayed), shall then appoint a successor Agent who shall serve as Agent hereunder or thereunder until such time, if any, as the Required Banks appoint a successor Agent as provided above. (d) If no successor Agent has been appointed pursuant to paragraph clause (b) aboveor (c) if on or above by the 30th Business Day after the date which is three months before the earliest FATCA Application Date relating to any payment to the Agent under the Finance Documents, either: (i) the Agent fails to respond to a request under Clause 15.8 (FATCA Information) and the Borrower or a Lender reasonably believes that the Agent will not be (or will have ceased to be) a FATCA Exempt Party on or after that FATCA Application Date; (ii) the information supplied such notice of resignation was given by the Agent pursuant to Clause 15.8 (FATCA Information) indicates that the Agent will not be (or will have ceased to be) a FATCA Exempt Party on or after that FATCA Application Date; or (iii) the Agent notifies the Borrower and the Lenders that the Agent will not be (or will have ceased to be) a FATCA Exempt Party on or after that FATCA Application Date; and (in each case) the Borrower or a Lender reasonably believes that a Party will be required to make a FATCA Deduction that would not be required if the Agent were a FATCA Exempt Party, and the Borrower or that Lender, by notice to the Agent, requires it to resignthe Agent's resignation shall become effective and the Required Banks shall thereafter perform all the duties of the Agent hereunder and/or under any other Credit Document until such time, if any, as the Banks appoint a successor Agent as provided above.

Resignation of the Agent. (aA) The Agent may resign and appoint one of its Affiliates acting through an office in Hong Kong or Macau the United Kingdom as successor by giving notice to the Lenders and the Borrower. (bB) Alternatively the Agent may resign by giving 30 days’ notice to the Lenders and the Borrower, in which case the Majority Lenders (after consultation with the Borrower) may appoint a successor Agent. (cC) If the Majority Lenders have not appointed a successor Agent in accordance with paragraph (bClause 28.12(B) above within 30 20 days after notice of resignation was given, the retiring Agent (after consultation with the Borrower) may appoint a successor Agent (acting through an office in Hong Kong or Macauthe United Kingdom). (dD) If the Agent wishes to resign because (acting reasonably) it has concluded that it is no longer appropriate for it to remain as agent and the Agent is entitled to appoint a successor Agent under paragraph (c) aboveClause 28.12(C), the Agent may (if it concludes (acting reasonably) that it is necessary to do so in order to persuade the proposed successor Agent to become a party to this Agreement as Agent) agree with the proposed successor Agent and the Borrower amendments to this Clause 28 28.12 (Resignation of the Agent) and any other term of this Agreement dealing with the rights or obligations of the Agent consistent with then current market practice for the appointment and protection of corporate trusteestrustees and those amendments will bind the Parties. (eE) The retiring Agent shall, at its own cost, shall make available to the successor Agent such documents and records and provide such assistance as the successor Agent may reasonably request for the purposes of performing its functions as Agent under the Finance Documents. The Borrower shall, within three Business Days of demand, reimburse the retiring Agent for the amount of all costs and expenses (including legal fees) properly incurred by it in making available such documents and records and providing such assistance. (fF) The Agent’s resignation notice shall only take effect upon the appointment of a successor in accordance with the Finance Documents (including such successor’s accession to the Intercreditor Agreement in the capacity as Agent). (gG) Upon the appointment of a successor, the retiring Agent shall be discharged from any further obligation in respect of the Finance Documents (other than its obligations under paragraph (e) aboveClause 28.12(E)) but shall remain entitled to the benefit of Clause 17.3 13.3 (Indemnity to the Agent) and this Clause 28 28.12 (Resignation of the Agent) (and any agency fees for the account of the retiring Agent shall cease to accrue from (and shall be payable on) that date). Its Any successor and each of the other Parties shall have the same rights and obligations amongst themselves as they would have had if such successor had been an original Party. (hH) After consultation with the Borrower, the Majority Lenders may, by notice to the Agent, require it to resign in accordance with Clause 28.12(A). In this event, the Agent shall resign in accordance with Clause 28.12(A). (I) The Agent shall resign in accordance with paragraph (bClause 28.12(A) above (and, to the extent applicable, shall use reasonable endeavours to appoint a successor Agent pursuant to paragraph (b) aboveClause 28.12(B)) if on or after the date which is three months before the earliest FATCA Application Date relating to any payment to the Agent under the Finance Documents, either: (i1) the Agent fails to respond to a request under Clause 15.8 11.8 (FATCA Information) and the Borrower or a Lender reasonably believes that the Agent will not be (or will have ceased to be) a FATCA Exempt Party on or after that FATCA Application Date; (ii2) the information supplied by the Agent pursuant to Clause 15.8 11.8 (FATCA Information) indicates that the Agent will not be (or will have ceased to be) a FATCA Exempt Party on or after that FATCA Application Date; or (iii3) the Agent notifies the Borrower and the Lenders that the Agent will not be (or will have ceased to be) a FATCA Exempt Party on or after that FATCA Application Date; and (in each case) the Borrower or a Lender reasonably believes that a Party will be required to make a FATCA Deduction that would not be required if the Agent were a FATCA Exempt Party, and the Borrower or that Lender, by notice to the Agent, requires it to resign.

Resignation of the Agent. (a) The At any time upon not less than thirty (30) Business Days prior written notice, the Agent may resign as the “the Agent” hereunder, in whole or in part (in the sole and absolute discretion of the Agent), effective on the date set forth in such notice, which effective date shall not be less than thirty (30) (or more than sixty (60)) days following delivery of such notice. If the Agent delivers any such notice, the Majority Lenders shall have the right to appoint one of its Affiliates acting through an office in Hong Kong or Macau as a successor by giving notice to the Lenders and Agent; provided that if a successor to the BorrowerAgent has not been appointed on or before the effectiveness of the resignation of the resigning Agent, then the resigning Agent may, on behalf of the Lenders, appoint any Person reasonably chosen by it as the successor to the Agent. (b) Alternatively Effective immediately upon its resignation, (i) the Agent may resign by giving notice to the Lenders and the Borrower, in which case the Majority Lenders (after consultation with the Borrower) may appoint a successor Agent. (c) If the Majority Lenders have not appointed a successor Agent in accordance with paragraph (b) above within 30 days after notice of resignation was given, the Agent (after consultation with the Borrower) may appoint a successor Agent (acting through an office in Hong Kong or Macau). (d) If the Agent wishes to resign because (acting reasonably) it has concluded that it is no longer appropriate for it to remain as agent and the Agent is entitled to appoint a successor Agent under paragraph (c) above, the Agent may (if it concludes (acting reasonably) that it is necessary to do so in order to persuade the proposed successor Agent to become a party to this Agreement as Agent) agree with the proposed successor Agent amendments to this Clause 28 and any other term of this Agreement dealing with the rights or obligations of the Agent consistent with then current market practice for the appointment and protection of corporate trustees (e) The retiring Agent shall, at its own cost, make available to the successor Agent such documents and records and provide such assistance as the successor Agent may reasonably request for the purposes of performing its functions as Agent under the Finance Documents. (f) The Agent’s resignation notice shall only take effect upon the appointment of a successor in accordance with the Finance Documents (including such successor’s accession to the Intercreditor Agreement in the capacity as Agent). (g) Upon the appointment of a successor, the retiring resigning Agent shall be discharged from any further obligation its duties and obligations under the Loan Documents to the extent set forth in respect the applicable resignation notice, (ii) the Lenders shall assume and perform all of the Finance Documents duties of the Agent until a successor the Agent shall have accepted a valid appointment hereunder, (other than iii) the resigning Agent and its obligations under paragraph (e) above) but Related Parties shall remain entitled to no longer have the benefit of Clause 17.3 any provision of any Loan Document other than with respect to (Indemnity x) any actions taken or omitted to be taken while such resigning Agent was, or because the Agent) and this Clause 28 (and any agency fees for the account of the retiring Agent shall cease to accrue from (and shall be payable on) that date). Its successor and each of the other Parties shall have the same rights and obligations amongst themselves had been, validly acting as they would have had if such successor had been an original Party. (h) The Agent shall resign in accordance with paragraph (b) above (and, to the extent applicable, shall use reasonable endeavours to appoint a successor Agent pursuant to paragraph (b) above) if on or after the date which is three months before the earliest FATCA Application Date relating to any payment to the Agent under the Finance DocumentsLoan Documents or (y) any continuing duties such resigning Agent continues to perform, either: and (iiv) subject to its rights under Section 12.04, the resigning Agent shall take such action as may be reasonably necessary to assign to the successor the Agent fails to respond to a request under Clause 15.8 (FATCA Information) and the Borrower or a Lender reasonably believes that its rights as the Agent will not be (or will have ceased to be) under the Loan Documents. Effective immediately upon its acceptance of a FATCA Exempt Party on or after that FATCA Application Date; (ii) the information supplied by the Agent pursuant to Clause 15.8 (FATCA Information) indicates that the Agent will not be (or will have ceased to be) a FATCA Exempt Party on or after that FATCA Application Date; or (iii) the Agent notifies the Borrower and the Lenders that the Agent will not be (or will have ceased to be) a FATCA Exempt Party on or after that FATCA Application Date; and (in each case) the Borrower or a Lender reasonably believes that a Party will be required to make a FATCA Deduction that would not be required if the Agent were a FATCA Exempt Party, and the Borrower or that Lender, by notice to valid appointment as the Agent, requires it to resigna successor the Agent shall succeed to, and become vested with, all the rights, powers, privileges and duties of the resigning Agent under the Loan Documents.

Resignation of the Agent. (a) The Agent may resign and appoint one of its Affiliates acting through an office in Hong Kong or Macau as successor Agent upon ten days’ written notice by giving notice the Agent to the Lenders and the Borrower. (b) Alternatively . If the Agent may shall resign by giving notice to as Agent under this Agreement and the other Loan Documents, then the Required Lenders and shall appoint (with the approval of the Borrower, in which case the Majority Lenders (after consultation with the Borrowersuch approval not to be unreasonably withheld and not to be required if an Event of Default shall have occurred and be continuing) may appoint a successor Agent. (c) If agent for the Majority Lenders have not appointed a Lenders, whereupon such successor Agent in accordance with paragraph (b) above within 30 days after notice agent shall succeed to the rights, powers and duties of resignation was given, the Agent (after consultation with the Borrower) may appoint a successor Agent (acting through an office in Hong Kong or Macau). (d) If the Agent wishes to resign because (acting reasonably) it has concluded that it is no longer appropriate for it to remain as agent and the term “Agent” shall mean such successor agent, effective upon its appointment, and the former Agent’s rights, powers and duties as Agent is entitled to appoint a successor shall be terminated, without any other or further act or deed on the part of such former Agent under paragraph (c) above, or any of the Agent may (if it concludes (acting reasonably) that it is necessary to do so in order to persuade the proposed successor Agent to become a party parties to this Agreement as Agent) agree with the proposed successor Agent amendments to this Clause 28 and or any other term of this Agreement dealing with the rights or obligations holders of the Agent consistent with then current market practice for the Notes. Notice of such appointment and protection of corporate trustees (e) The retiring Agent shall, at its own cost, make available shall be given by such successor agent to the successor Agent such documents Borrower and records and provide such assistance as each Lender. Notwithstanding the successor Agent may reasonably request for foregoing, the purposes of performing its functions as Agent under the Finance Documents. (f) The Agent’s resignation notice shall only take effect be effective upon the appointment end of the ten day period beginning on the delivery of its notice, irrespective of whether a successor in accordance with agent has been found (and if no successor agent has been found by such time, the Finance Documents (including such successor’s accession Required Lenders shall be deemed to have succeeded to the Intercreditor Agreement in rights of the capacity Agent). After any retiring Agent’s resignation as Agent). (g) Upon the appointment of a successor, the retiring Agent provisions of this Section shall inure to its benefit as to any actions taken or omitted to be discharged from any further obligation in respect of the Finance Documents (other than its obligations taken by it while it was Agent, under paragraph (e) above) but shall remain entitled to the benefit of Clause 17.3 (Indemnity to the Agent) this Agreement and this Clause 28 (and any agency fees for the account of the retiring Agent shall cease to accrue from (and shall be payable on) that date). Its successor and each of the other Parties shall have the same rights and obligations amongst themselves as they would have had if such successor had been an original PartyLoan Documents. (h) The Agent shall resign in accordance with paragraph (b) above (and, to the extent applicable, shall use reasonable endeavours to appoint a successor Agent pursuant to paragraph (b) above) if on or after the date which is three months before the earliest FATCA Application Date relating to any payment to the Agent under the Finance Documents, either: (i) the Agent fails to respond to a request under Clause 15.8 (FATCA Information) and the Borrower or a Lender reasonably believes that the Agent will not be (or will have ceased to be) a FATCA Exempt Party on or after that FATCA Application Date; (ii) the information supplied by the Agent pursuant to Clause 15.8 (FATCA Information) indicates that the Agent will not be (or will have ceased to be) a FATCA Exempt Party on or after that FATCA Application Date; or (iii) the Agent notifies the Borrower and the Lenders that the Agent will not be (or will have ceased to be) a FATCA Exempt Party on or after that FATCA Application Date; and (in each case) the Borrower or a Lender reasonably believes that a Party will be required to make a FATCA Deduction that would not be required if the Agent were a FATCA Exempt Party, and the Borrower or that Lender, by notice to the Agent, requires it to resign.

Resignation of the Agent. (a) The Agent may resign and appoint one of its Affiliates acting through an office in Hong Kong or Macau as successor by giving notice to the Lenders and the BorrowerObligors’ Agent. (b) Alternatively the Agent may resign by giving notice to the Lenders and the BorrowerObligors’ Agent, in which case the Majority Lenders (after consultation with the BorrowerObligors’ Agent) may appoint a successor Agent. (c) If the Majority Lenders have not appointed a successor Agent in accordance with paragraph (b) above within 30 days after notice of resignation was given, the Agent (after consultation with the BorrowerObligors’ Agent) may appoint a successor Agent (acting through an office in Hong Kong or Macau)Agent. (d) If the Agent wishes to resign because (acting reasonably) it has concluded that it is no longer appropriate for it to remain as agent and the Agent is entitled to appoint a successor Agent under paragraph (c) above, the Agent may (if it concludes (acting reasonably) that it is necessary to do so in order to persuade the proposed successor Agent to become a party to this Agreement as Agent) agree with the proposed successor Agent amendments to this Clause 28 and any other term of this Agreement dealing with the rights or obligations of the Agent 25 consistent with then current market practice for the appointment and protection of corporate trusteestrustees and those amendments will bind the Parties, provided that no amendment may be made which increases the agency fee payable under this Agreement or which prejudices the interests of the Obligors in any material respect without the prior consent of the Obligors’ Agent. (e) The retiring Agent shall, at its own cost, make available to the successor Agent such documents and records and provide such assistance as the successor Agent may reasonably request for the purposes of performing its functions as Agent under the Finance Documents. (f) The Agent’s resignation notice shall only take effect upon the appointment of a successor in accordance with the Finance Documents (including such successor’s accession to the Intercreditor Agreement in the capacity as Agent). (g) Upon the appointment of a successor, the retiring Agent shall be discharged from any further obligation in respect of the Finance Documents (other than its obligations under paragraph (e) above) but shall remain entitled to the benefit of Clause 17.3 (Indemnity to the Agent) and this Clause 28 (and any agency fees for the account of the retiring Agent shall cease to accrue from (and shall be payable on) that date)25. Its successor and each of the other Parties shall have the same rights and obligations amongst themselves as they would have had if such successor had been an original Party. (h) The Agent shall resign in accordance with paragraph (b) above (and, to the extent applicable, shall use reasonable endeavours to appoint a successor Agent pursuant to paragraph (b) above) if on or after the date which is three months before the earliest FATCA Application Date relating to any payment to the Agent under the Finance Documents, either: (i) the Agent fails to respond to a request under Clause 15.8 (FATCA Information) and the Borrower or a Lender reasonably believes that the Agent will not be (or will have ceased to be) a FATCA Exempt Party on or after that FATCA Application Date; (ii) the information supplied by the Agent pursuant to Clause 15.8 (FATCA Information) indicates that the Agent will not be (or will have ceased to be) a FATCA Exempt Party on or after that FATCA Application Date; or (iii) the Agent notifies the Borrower and the Lenders that the Agent will not be (or will have ceased to be) a FATCA Exempt Party on or after that FATCA Application Date; and (in each case) the Borrower or a Lender reasonably believes that a Party will be required to make a FATCA Deduction that would not be required if the Agent were a FATCA Exempt Party, and the Borrower or that Lender, by notice to the Agent, requires it to resign.

Resignation of the Agent. (a) The Agent may resign and appoint one at any time give notice of its Affiliates acting through an office in Hong Kong or Macau as successor by giving notice to the Lenders and the Borrower. (b) Alternatively the Agent may resign by giving notice resignation to the Lenders and the Borrower, provided, however, that the Agent shall be required to resign and provide notice thereof to the Lenders and the Borrower in which case the Majority event the Agent, in its capacity as a Lender, has assigned all of its rights and obligations as a Lender under the Loans and the Loan Documents. Upon receipt of any such notice of resignation, the Required Lenders (may, after consultation with the Borrower) may , appoint a successor Agent. (c) . If the Majority Lenders have not appointed a no successor Agent in accordance with paragraph (b) above shall have been so appointed by the Required Lenders and shall have accepted such appointment within 30 days after the retiring Agent's giving of notice of resignation was givenresignation, then the retiring Agent (may, on behalf of the Lenders and after consultation with the Borrower) may , appoint a successor Agent (acting through an office in Hong Kong or Macau). (d) If Agent. Upon the Agent wishes to resign because (acting reasonably) it has concluded that it is no longer appropriate for it to remain acceptance by any Person of its appointment as agent and the Agent is entitled to appoint a successor Agent under paragraph Agent, (ca) abovesuch Person shall thereupon succeed to and become vested with all the rights, the Agent may (if it concludes (acting reasonably) that it is necessary to do so in order to persuade the proposed successor Agent to become a party to this Agreement as Agent) agree with the proposed successor Agent amendments to this Clause 28 powers, duties and any other term of this Agreement dealing with the rights or obligations of the Agent consistent with then current market practice for the appointment and protection of corporate trustees (e) The retiring Agent shall, at its own cost, make available to the successor Agent such documents and records and provide such assistance as the successor Agent may reasonably request for the purposes of performing its functions as Agent under the Finance Documents. (f) The Agent’s resignation notice shall only take effect upon the appointment of a successor in accordance with the Finance Documents (including such successor’s accession to the Intercreditor Agreement in the capacity as Agent). (g) Upon the appointment of a successor, the retiring Agent shall be discharged from any further obligation in respect of its duties and obligations as Agent under the Finance Loan Documents and (other than its obligations under paragraph (eb) above) but shall remain entitled to the benefit of Clause 17.3 (Indemnity to the Agent) and this Clause 28 (and any agency fees for the account of the retiring Agent shall cease promptly transfer all Collateral within its possession or control to accrue from (the possession or control of the successor Agent and shall execute and deliver such notices, instructions and assignments as may be payable on) that date). Its successor and each necessary or desirable to transfer the rights of the other Parties Agent with respect to the Collateral to the successor Agent. After any retiring Agent's resignation as Agent, the provisions of this Article 8 shall have 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 same rights Agent. Notwithstanding anything contained in this Section 8.08 to the contrary, unless the successor Agent is a financial institution having a combined capital and obligations amongst themselves as they would have had if surplus equal to or in excess of $500,000,000, the appointment of such successor had been an original Party. (h) The Agent shall resign in accordance with paragraph (b) above (and, to require the extent applicable, shall use reasonable endeavours to appoint a successor Agent pursuant to paragraph (b) above) if on or after the date which is three months before the earliest FATCA Application Date relating to any payment to the Agent under the Finance Documents, either: (i) the Agent fails to respond to a request under Clause 15.8 (FATCA Information) and prior written consent of the Borrower or a Lender reasonably believes that (unless an Event of Default exists, in which case the Agent will consent of the Borrower shall not be (required), such consent not to be unreasonably withheld or will have ceased to be) a FATCA Exempt Party on or after that FATCA Application Date; (ii) the information supplied by the Agent pursuant to Clause 15.8 (FATCA Information) indicates that the Agent will not be (or will have ceased to be) a FATCA Exempt Party on or after that FATCA Application Date; or (iii) the Agent notifies the Borrower and the Lenders that the Agent will not be (or will have ceased to be) a FATCA Exempt Party on or after that FATCA Application Date; and (in each case) the Borrower or a Lender reasonably believes that a Party will be required to make a FATCA Deduction that would not be required if the Agent were a FATCA Exempt Party, and the Borrower or that Lender, by notice to the Agent, requires it to resigndelayed.

Resignation of the Agent. (a) The Agent may resign and appoint one at any time give notice of its Affiliates acting through an office in Hong Kong or Macau as successor by giving notice resignation to the Lenders and the Borrower. Borrower Representative. Upon receipt of any such notice of resignation, the Required Lenders shall have the right, subject to the consent of the Borrower Representative, 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 and shall have accepted such appointment within thirty (b30) Alternatively days after the retiring Agent gives notice of its resignation, then the retiring Agent may resign by giving notice to on behalf of the Lenders and the BorrowerLenders, in which case the Majority Lenders (after consultation with the Borrower) may appoint a successor Agent. (c) If the Majority Lenders have not appointed a successor Agent in accordance with paragraph (b) above within 30 days after notice of resignation was given, the Agent (after consultation with the Borrower) may appoint a successor Agent (acting through an office in Hong Kong or Macau). (d) If meeting the qualifications set forth above with the consent of the Borrower Representative; provided that if the Agent wishes to resign because (acting reasonably) it has concluded that it is no longer appropriate for it to remain as agent shall notify the Borrower Representative and the Agent is entitled to appoint a successor Agent under paragraph (c) aboveLenders that no qualifying Person has accepted such appointment, the Agent may (if it concludes (acting reasonably) that it is necessary to do so in order to persuade the proposed successor Agent to then such resignation shall nonetheless become a party to this Agreement as Agent) agree with the proposed successor Agent amendments to this Clause 28 and any other term of this Agreement dealing with the rights or obligations of the Agent consistent with then current market practice for the appointment and protection of corporate trustees (e) The retiring Agent shall, at its own cost, make available to the successor Agent such documents and records and provide such assistance as the successor Agent may reasonably request for the purposes of performing its functions as Agent under the Finance Documents. (f) The Agent’s resignation notice shall only take effect upon the appointment of a successor effective in accordance with the Finance Documents such notice and (including such successor’s accession to the Intercreditor Agreement in the capacity as Agent). (g1) Upon the appointment of a successor, the retiring Agent shall be discharged from its duties and obligations hereunder and under the other Loan Documents (except that in the case of any further obligation in respect collateral security held by the Agent on behalf of the Finance Documents (other than its obligations Lenders under paragraph (e) above) but shall remain entitled to any of the benefit of Clause 17.3 (Indemnity to the Agent) and this Clause 28 (and any agency fees for the account of Loan Documents, the retiring Agent shall cease continue to accrue from (and shall be payable on) that date). Its successor and each of the other Parties shall have the same rights and obligations amongst themselves hold such collateral security until such time as they would have had if such successor had been an original Party. (h) The Agent shall resign in accordance with paragraph (b) above (and, to the extent applicable, shall use reasonable endeavours to appoint a successor Agent pursuant is appointed) and (2) all payments, communications and determinations provided to paragraph (b) above) if on be made by, to or after the date which is three months before the earliest FATCA Application Date relating to any payment to through the Agent under shall instead be made by or to each Lender directly, until such time as a successor Agent shall be appointed as provided for above in this Section 9.06. Upon the Finance Documentsacceptance of a successor’s appointment as the Agent hereunder, either: such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring (ior retired) the Agent fails to respond to a request under Clause 15.8 (FATCA Information) and the Borrower or a Lender reasonably believes that the Agent will not be (or will have ceased to be) a FATCA Exempt Party on or after that FATCA Application Date; (ii) the information supplied by the Agent pursuant to Clause 15.8 (FATCA Information) indicates that the Agent will not be (or will have ceased to be) a FATCA Exempt Party on or after that FATCA Application Date; or (iii) the Agent notifies the Borrower and the Lenders that the Agent will not be (or will have ceased to be) a FATCA Exempt Party on or after that FATCA Application Date; and (in each case) the Borrower or a Lender reasonably believes that a Party will be required to make a FATCA Deduction that would not be required if the Agent were a FATCA Exempt PartyAgent, and the Borrower retiring Agent shall be discharged from all of its duties and obligations hereunder or that Lenderunder the other Loan Documents (if not already discharged therefrom as provided above in this Section 9.06). The fees payable by the Borrowers to a successor Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Borrowers and such successor. After the retiring Agent’s resignation hereunder and under the other Loan Documents, the provisions of this Article and Sections 10.04 and 10.05 shall continue in effect for the benefit of such retiring Agent, its sub-agents and their respective Related Parties in respect of any actions taken or omitted to be taken by notice to any of them while the retiring Agent was acting as the Agent, requires it to resign.

Resignation of the Agent. (a) The Agent may resign (without giving any reason therefor and without being responsible for any costs occasioned by such resignation) and appoint one of its Affiliates acting through an office in Hong Kong or Macau the United Kingdom as successor by giving notice to the Lenders and the Borrower. (b) Alternatively the Agent may resign (without giving any reason therefor and without being responsible for any costs occasioned by such resignation) by giving 30 days’ notice to the Lenders and the Borrower, in which case the Majority Lenders ▇▇▇▇▇▇▇ (after consultation with the Borrower) may appoint a successor Agent. (c) If the Majority Lenders have not appointed a successor Agent in accordance with paragraph (b) above within 30 20 days after notice of resignation was given, the retiring Agent (after consultation with the Borrower) may appoint (at the cost of the Borrower) a successor Agent (acting through an office in Hong Kong or Macauthe United Kingdom). (d) If the Agent wishes to resign because (acting reasonably) it has concluded that it is no longer appropriate for it to remain as agent and the Agent is entitled to appoint a successor Agent under paragraph (c) above, the Agent may (if it concludes (acting reasonably) that it is necessary to do so in order to persuade the proposed successor Agent to become a party to this Agreement as Agent) agree with the proposed successor Agent amendments to this Clause 28 and any other term of this Agreement dealing with the rights or obligations of the Agent 25 consistent with then current market practice for the appointment and protection of corporate trusteestrustees together with any reasonable amendments to the agency fee payable under this Agreement which are consistent with the successor Agent’s normal fee rates and those amendments will bind the Parties. (e) The retiring Agent shall, at its own cost, shall make available to the successor Agent such documents and records and provide such assistance as the successor Agent may reasonably request for the purposes of performing its functions as Agent under the Finance Documents. The Borrower shall, within three Business Days of demand, reimburse the retiring Agent for the amount of all costs, fees and expenses (including legal fees) properly incurred by it in making available such documents and records and providing such assistance. (f) The Agent’s resignation notice shall only take effect upon the appointment of a successor in accordance with the Finance Documents (including such successor’s accession to the Intercreditor Agreement in the capacity as Agent). (g) Upon the appointment of a successor, the retiring Agent shall be discharged from any further obligation in respect of the Finance Documents (other than its obligations under paragraph (e) above) but shall remain entitled to the benefit of Clause 17.3 14.3 (Indemnity to the AgentIndemnities), Clause 15 (Costs and Expenses) and this Clause 28 25 (and any agency fees for the account of the retiring Agent shall cease to accrue from (and shall be payable on) that date). Its Any successor and each of the other Parties shall have the same rights and obligations amongst themselves as they would have had if such successor had been an original Party. (h) After consultation with the Borrower, the Majority Lenders may, by notice to the Agent, require it to resign in accordance with paragraph (b) above. In this event, the Agent shall resign in accordance with paragraph (b) above. (i) The Agent shall resign in accordance with paragraph (b) above (and, to the extent applicable, shall use reasonable endeavours to appoint a successor Agent pursuant to paragraph (bc) above) if on or after the date which is three months before the earliest FATCA Application Date relating to any payment to the Agent under the Finance Documents, either: (i) the Agent fails to respond to a request under Clause 15.8 12.7 (FATCA Informationinformation) and the Borrower or a Lender reasonably believes that the Agent will not be (or will have ceased to be) a FATCA Exempt Party on or after that FATCA Application Date; (ii) the information supplied by the Agent pursuant to Clause 15.8 12.7 (FATCA Informationinformation) indicates that the Agent will not be (or will have ceased to be) a FATCA Exempt Party on or after that FATCA Application Date; or (iii) the Agent notifies the Borrower and the Lenders that the Agent will not be (or will have ceased to be) a FATCA Exempt Party on or after that FATCA Application Date; and (in each case) the Borrower or a Lender reasonably believes that a Party will be required to make a FATCA Deduction that would not be required if the Agent were a FATCA Exempt Party, and the Borrower or that Lender▇▇▇▇▇▇, by notice to the Agent, requires it to resign.

Resignation of the Agent. (a) The Agent may resign and appoint one of its Affiliates acting through an office in Hong Kong the United Kingdom or Macau France as successor by giving notice to the Lenders other Finance Parties and the BorrowerCompany. (b) Alternatively the Agent may resign by giving 30 days’ notice to the Lenders other Finance Parties and the BorrowerCompany, in which case the Majority Lenders (after consultation with the BorrowerCompany) may appoint a successor AgentAgent which shall not be incorporated or acting through an office situated in a Non-Cooperative Jurisdiction. (c) If the Majority Lenders have not appointed a successor Agent in accordance with paragraph (b) above within 30 20 days after notice of resignation was given, the retiring Agent (after consultation with the BorrowerCompany) may appoint a successor Agent (acting through an office in Hong Kong or Macauthe United Kingdom). (d) If The Company may, on no less than 30 days’ prior notice to the Agent, replace the Agent wishes to resign because (acting reasonably) it has concluded that it is no longer appropriate for it to remain as agent and by requiring the Agent is entitled Lenders to appoint a successor replacement Agent if any amount payable under paragraph a Finance Document by a French Obligor becomes not deductible from that French Obligor’s taxable income for French tax purposes by reason of that amount (ci) abovebeing paid or accrued to an Agent incorporated, domiciled, established or acting through an office situated in a Non-Cooperative Jurisdiction or (ii) paid to an account opened in the name of that Agent in a financial institution situated in a Non-Cooperative Jurisdiction. In this case, the Agent may shall resign and a replacement Agent shall be appointed by the Majority Lenders (if it concludes (acting reasonably) that it is necessary to do so in order to persuade the proposed successor Agent to become a party to this Agreement as Agent) agree after consultation with the proposed successor Agent amendments to this Clause 28 and any other term Company) within 30 days after notice of this Agreement dealing with the rights or obligations of the Agent consistent with then current market practice for the appointment and protection of corporate trusteesreplacement was given. (e) The retiring Agent shall, at its own cost, make available to the successor Agent such documents and records and provide such assistance as the successor Agent may reasonably request for the purposes of performing its functions as Agent under the Finance Documents. (f) The Agent’s resignation notice shall only take effect upon the appointment of a successor in accordance with the Finance Documents (including such successor’s accession to the Intercreditor Agreement in the capacity as Agent). (g) Upon the appointment of a successor, the retiring Agent shall be discharged from any further obligation in respect of the Finance Documents (other than its obligations under paragraph (e) above) but shall remain entitled to the benefit of Clause 17.3 (Indemnity to the Agent) and this Clause 28 (and any agency fees for the account of the retiring Agent shall cease to accrue from (and shall be payable on) that date)27. Its successor and each of the other Parties shall have the same rights and obligations amongst themselves as they would have had if such successor had been an original Party. (h) After consultation with the Company, the Majority Lenders may, by notice to the Agent, require it to resign in accordance with paragraph (b) above. In this event, the Agent shall resign in accordance with paragraph (b) above. (i) The Agent shall resign in accordance with paragraph (b) above (and, to the extent applicable, shall use reasonable endeavours to appoint a successor Agent pursuant to paragraph (bd) above) if on or after the date which is three months before the earliest FATCA Application Date relating to any payment to the Agent under the Finance Documents, either: (i) the Agent fails to respond to a request under Clause 15.8 14.9 (FATCA Information) and the Borrower or a Lender reasonably believes that the Agent will not be (or will have ceased to be) a FATCA Exempt Party on or after that FATCA Application Date; (ii) the information supplied by the Agent pursuant to Clause 15.8 14.9 (FATCA Information) indicates that the Agent will not be (or will have ceased to be) a FATCA Exempt Party on or after that FATCA Application Date; or (iii) the Agent notifies the Borrower Company and the Lenders that the Agent will not be (or will have ceased to be) a FATCA Exempt Party on or after that FATCA Application Date; and (in each case) the Borrower or a Lender reasonably believes that a Party will be required to make a FATCA Deduction that would not be required if the Agent were a FATCA Exempt Party, and the Borrower or that Lender, by notice to the Agent, requires it to resign.

Resignation of the Agent. (a) The Each Agent may resign and appoint one of its Affiliates acting through an office in Hong Kong or Macau the United Kingdom as successor by giving notice to the Interim Lenders and the BorrowerCompany. (b) Alternatively the each Agent may resign by giving not less than 30 days’ written notice to the Interim Lenders and the BorrowerCompany, in which case the Majority Interim Lenders (after consultation with the BorrowerCompany) may appoint a successor Agent. (c) If the Majority Interim Lenders have not appointed a successor Agent in accordance with paragraph (b) above within 30 20 days after notice of resignation was given, the retiring Agent (after consultation with the BorrowerCompany) may appoint a successor Agent (acting through an office in Hong Kong or Macauthe United Kingdom). (d) If the either Agent wishes to resign because (acting reasonably) it has concluded that it is no longer appropriate for it to remain as an agent and the either Agent is entitled to appoint a successor Agent under paragraph (c) above, the either Agent may (if it concludes (acting reasonably) that it is necessary to do so in order to persuade the proposed successor Agent to become a party to this Agreement as an Agent) agree with the proposed successor Agent amendments to this Clause 28 and any other term of this Agreement dealing with the rights or obligations of the Agent consistent with then current market practice for the appointment and protection of corporate trusteesClause (e) The Any retiring Agent shall, at its own cost, make available to the successor Agent such documents and records and provide such assistance as the successor Agent may reasonably request for the purposes of performing its functions as an Agent under the Finance Interim Documents. (f) The Each Agent’s resignation notice shall only take effect upon the appointment of a successor in accordance with the Finance Documents (including such successor’s accession to the Intercreditor Agreement in the capacity as Agent). (g) Upon the appointment of a successor, the each retiring Agent shall be discharged from any further obligation in respect of the Finance Interim Documents (other than its obligations under paragraph (e) above) but shall remain entitled to the benefit of Clause 17.3 16.9 (Indemnity to the AgentAgents’ indemnity) and this Clause 28 16 (and any agency fees for the account of the retiring Agent shall cease to accrue from (and shall be payable on) that date). Its Any successor and each of the other Parties shall have the same rights and obligations amongst themselves as they would have had if such successor had been an original Party. (h) The Each Agent shall resign in accordance with paragraph (b) above (and, and to the extent applicable, shall use reasonable endeavours to appoint a successor Agent pursuant to paragraph (bc) above) if on or after the date which is three months before the earliest FATCA Application Date relating to any payment to the Interim Facility Agent under the Finance Interim Documents, either: (i) the Agent fails to respond to a request under Clause 15.8 10.9 (FATCA Information) and the Borrower Company or a Lender the Interim Lenders reasonably believes believe that the Agent will not be (or will have ceased to be) a FATCA Exempt Party on or after that FATCA Application Date; (ii) the The information supplied by the Agent pursuant to Clause 15.8 10.9 (FATCA Information) indicates that the Agent will not be (or will have ceased to be) a FATCA Exempt Party on or after that FATCA Application Date; or (iii) the The Agent notifies the Borrower Company and the Interim Lenders that the Agent will not be (or will have ceased to be) a FATCA Exempt Party on or after that FATCA Application Date; and (in each case) the Borrower or a an Interim Lender reasonably believes that a Party will be required to make a FATCA Deduction that would not be required if the Agent were a FATCA Exempt Party, and the Borrower or that Interim Lender, by notice to the Agent, requires it to resign.

Resignation of the Agent. (a) The Agent may resign and appoint one of its Affiliates acting through an office in Hong Kong or Macau The Netherlands as successor by giving notice to the Lenders other Finance Parties and the BorrowerCompany. (b) Alternatively the Agent may resign by giving 30 days' notice to the Lenders other Finance Parties and the BorrowerCompany, in which case the Majority Lenders (after consultation with the BorrowerCompany) may appoint a successor Agent. (c) If the Majority Lenders have not appointed a successor Agent in accordance with paragraph (b) above within 30 20 days after notice of resignation was given, the retiring Agent (after consultation with the BorrowerCompany) may appoint a successor Agent (acting through an office in Hong Kong or Macau)Agent. (d) If the Agent wishes to resign because (acting reasonably) it has concluded that it is no longer appropriate for it to remain as agent and the Agent is entitled to appoint a successor Agent under paragraph (c) above, the Agent may (if it concludes (acting reasonably) that it is necessary to do so in order to persuade the proposed successor Agent to become a party to this Agreement as Agent) agree with the proposed successor Agent amendments to this Clause 28 26 and any other term of this Agreement dealing with the rights or obligations of the Agent consistent with then the current market practice for the appointment and protection of corporate trusteestrustees together with any reasonable amendments to the agency fee payable under this Agreement which are consistent with the successor Agent's normal fee rates and those amendments will bind the Parties. (e) The retiring Agent shall, at its own cost, make available to the successor Agent such documents and records and provide such assistance as the successor Agent may reasonably request for the purposes of performing its functions as Agent under the Finance Documents. (f) The Agent’s 's resignation notice shall only take effect upon the appointment of a successor in accordance with the Finance Documents (including such successor’s accession to the Intercreditor Agreement in the capacity as Agent). (g) Upon the appointment of a successor, the retiring Agent shall be discharged from any further obligation in respect of the Finance Documents (other than its obligations under paragraph (e) above) but shall remain entitled to the benefit of Clause 17.3 15.3 (Indemnity to the Agent) and this Clause 28 26 (and any agency fees for the account of the retiring Agent shall cease to accrue from (and shall be payable on) that date). Its Any successor and each of the other Parties shall have the same rights and obligations amongst themselves as they would have had if such successor had been an original Party. (h) After consultation with the Company, the Majority Lenders may, by notice to the Agent, require it to resign in accordance with paragraph (b) above. In this event, the Agent shall resign in accordance with paragraph (b) above. (i) The Agent shall resign in accordance with paragraph (b) above (and, to the extent applicable, shall use reasonable endeavours to appoint a successor Agent pursuant to paragraph (bc) above) if on or after the date which is three months before the earliest FATCA Application Date relating to any payment to the Agent under the Finance Documents, either: (i) the Agent fails to respond to a request under Clause 15.8 20.12 (FATCA Information) and the Borrower or a Lender reasonably believes that the Agent will not be (or will have ceased to be) a FATCA Exempt Party on or after that FATCA Application Date; (ii) the information supplied by the Agent pursuant to Clause 15.8 20.12 (FATCA Information) indicates that the Agent will not be (or will have ceased to be) a FATCA Exempt Party on or after that FATCA Application Date; or (iii) the Agent notifies the Borrower Company and the Lenders that the Agent will not be (or will have ceased to be) a FATCA Exempt Party on or after that FATCA Application Date; and (in each case) the Borrower or a Lender reasonably believes that a Party will may be required to make a FATCA Deduction that would not be required if the Agent were a FATCA Exempt Party, and the Borrower or that Lender, by notice to the Agent, requires it to resign.

Resignation of the Agent. (a) The Each of the Administrative Agent and Collateral Agent may resign and appoint one at any time give notice of its Affiliates acting through an office in Hong Kong or Macau as successor by giving notice resignation to the Lenders and the Borrower. . Upon receipt of any such notice of resignation, the Required Lenders shall have the right 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, which appointment shall be subject to approval (bnot to be unreasonably withheld) Alternatively by the Agent may resign Borrower. If no such successor shall have been so appointed by giving notice to the Required Lenders and shall have accepted such appointment and shall have been approved by the Borrower, in which case the Majority Lenders Borrower (after consultation with the Borrowerwhere such approval is required) may appoint a successor Agent. (c) If the Majority Lenders have not appointed a successor Agent in accordance with paragraph (b) above within 30 days after the retiring Agent gives notice of resignation was givenits resignation, then the retiring Agent (after consultation with may, on behalf of the Borrower) may Lenders, appoint a successor Agent (acting through an office in Hong Kong or Macau). (dwhich shall also be a Lender) If meeting the qualifications set forth above; provided that if the Agent wishes to resign because (acting reasonably) it has concluded that it is no longer appropriate for it to remain as agent shall notify the Borrower and the Agent is entitled to appoint a successor Agent under paragraph (c) aboveLenders that no qualifying Person has accepted such appointment, the Agent may (if it concludes (acting reasonably) that it is necessary to do so in order to persuade the proposed successor Agent to then such resignation shall nonetheless become a party to this Agreement as Agent) agree with the proposed successor Agent amendments to this Clause 28 and any other term of this Agreement dealing with the rights or obligations of the Agent consistent with then current market practice for the appointment and protection of corporate trustees (e) The retiring Agent shall, at its own cost, make available to the successor Agent such documents and records and provide such assistance as the successor Agent may reasonably request for the purposes of performing its functions as Agent under the Finance Documents. (f) The Agent’s resignation notice shall only take effect upon the appointment of a successor effective in accordance with the Finance Documents such notice and (including such successor’s accession to the Intercreditor Agreement in the capacity as Agent). (ga) Upon the appointment of a successor, the retiring Agent shall be discharged from its duties and obligations hereunder and under the other Loan Documents (except that in the case of any further obligation in respect collateral security held by the Agent on behalf of the Finance Documents (other than its obligations Lenders under paragraph (e) above) but shall remain entitled to any of the benefit of Clause 17.3 (Indemnity to the Agent) and this Clause 28 (and any agency fees for the account of Loan Documents, the retiring Agent shall cease continue to accrue from (hold such collateral security until such time as a successor Agent is appointed) and shall be payable on) that date). Its successor and each of the other Parties shall have the same rights and obligations amongst themselves as they would have had if such successor had been an original Party. (h) The Agent shall resign in accordance with paragraph (b) above (andall payments, communications and determinations provided to be made by, to or through the extent applicableAgent shall instead be made by or to each Lender directly, shall use reasonable endeavours to until such time as the Required Lenders appoint a successor Agent pursuant as provided for above in this Section. Upon the acceptance and approval (if applicable) of a successor’s appointment as Agent hereunder, and upon the execution and filing or recording of such financing statements or amendments thereto, and such other instruments or notices, as may be necessary, or as the Required Lenders may request, in order to paragraph continue the perfection of the Liens granted or purported to be granted by the Security Documents such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring (bor retired) above) if on Agent, and the retiring Agent shall be discharged from all of its duties and obligations hereunder or after the date which is three months before the earliest FATCA Application Date relating to any payment to the Agent under the Finance Documents, either: other Loan Documents (i) if not already discharged therefrom as provided above in this Section 9.07). The fees payable by the Agent fails to respond Borrower to a request under Clause 15.8 (FATCA Information) and successor Agent shall be the Borrower or a Lender reasonably believes that the Agent will not be (or will have ceased same as those payable to be) a FATCA Exempt Party on or after that FATCA Application Date; (ii) the information supplied by the Agent pursuant to Clause 15.8 (FATCA Information) indicates that the Agent will not be (or will have ceased to be) a FATCA Exempt Party on or after that FATCA Application Date; or (iii) the Agent notifies its predecessor unless otherwise agreed between the Borrower and such successor. After the Lenders that retiring Agent’s resignation hereunder and under the Agent will not be (or will have ceased to be) a FATCA Exempt Party on or after that FATCA Application Date; other Loan Documents, the provisions of this Section 9.07 and (Section 10.04 shall continue in each case) effect for the Borrower or a Lender reasonably believes that a Party will be required to make a FATCA Deduction that would not be required if the Agent were a FATCA Exempt Party, and the Borrower or that Lender, by notice to the benefit of such retiring Agent, requires it its sub-agents and their respective Related Parties in respect of any actions taken or omitted to resignbe taken by any of them while the retiring Agent was acting as Agent.

Resignation of the Agent. (a) The Agent may resign and appoint one at any time give notice of its Affiliates acting through an office in Hong Kong or Macau as successor by giving notice resignation to the Lenders Lenders, the other agents to the Finance Parties under this Agreement and the BorrowerBorrowers. (b) Alternatively the Agent may resign by giving Upon receipt of any such notice to the Lenders and the Borrowerof resignation, in which case the Majority Lenders (after shall have the right, in consultation with the Borrower) may Borrowers, to appoint a successor Agentsuccessor, which shall be a bank with offices in the United States and Italy, or an Affiliate of any such bank with offices in the United States and Italy. (c) If no such successor shall have been so appointed by the Majority Lenders and shall have not appointed a successor Agent in accordance with paragraph accepted such appointment within thirty (b30) above within 30 days after the retiring Agent gives notice of resignation was givenits resignation, then the Agent (after consultation with retiring agent may on behalf of the Borrower) may Lenders and the other agents to the Finance Parties under this Agreement, appoint a successor Agent (acting through an office in Hong Kong or Macau)agent meeting the qualifications set forth above and any such appointment made by the agent shall be deemed to be accepted by the Lenders and the relevant agents. (d) If Upon the acceptance of a successor’s appointment as the Agent wishes hereunder, such successor shall succeed to resign because and become vested with all of the rights, powers, privileges and duties of the retiring (acting reasonablyor retired) it has concluded that it is no longer appropriate for it to remain as agent agent, and the Agent is entitled to appoint a successor Agent retiring agent shall be discharged from all of its duties and obligations hereunder or under paragraph (c) above, the Agent may (if it concludes (acting reasonably) that it is necessary to do so in order to persuade the proposed successor Agent to become a party to this Agreement as Agent) agree with the proposed successor Agent amendments to this Clause 28 and any other term of this Agreement dealing with the rights or obligations of the Agent consistent with then current market practice for the appointment and protection of corporate trusteesFinance Documents. (e) The fees payable by the Borrowers to a successor agent shall be the same as those payable to its predecessor unless otherwise agreed between the Borrowers and such successor. (f) After the retiring agent’s resignation hereunder and under the other Finance Documents, the provisions of this Clause 27 and Clause 18 (Costs and Expenses) shall continue in effect for the benefit of such retiring agent and their respective Related Parties in respect of any actions taken or omitted to be taken by any of them while the retiring agent was acting as agent. (g) Upon the acceptance of a successor’s appointment as the Agent hereunder, (i) such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring agent and (ii) the retiring agent shall be discharged from all of its respective duties and obligations hereunder or under the other Finance Documents. (h) The retiring agent shall, at its own cost, make available to the successor Agent agent such documents and records and provide such assistance as the successor Agent agent may reasonably request for the purposes of performing its functions as Agent under the Finance Documents. (f) The Agent’s resignation notice shall only take effect upon the appointment of a successor in accordance with the Finance Documents (including such successor’s accession to the Intercreditor Agreement in the capacity as Agent). (g) Upon the appointment of a successor, the retiring Agent shall be discharged from any further obligation in respect of the Finance Documents (other than its obligations under paragraph (e) above) but shall remain entitled to the benefit of Clause 17.3 (Indemnity to the Agent) and this Clause 28 (and any agency fees for the account of the retiring Agent shall cease to accrue from (and shall be payable on) that date). Its successor and each of the other Parties shall have the same rights and obligations amongst themselves as they would have had if such successor had been an original Party. (hi) The Agent shall resign in accordance with paragraph (a) and (b) above (and, to the extent applicable, shall use reasonable endeavours to appoint a successor Agent pursuant to paragraph (bc) above) if on or after the date which is three (3) months before the earliest FATCA Application Date relating to any payment to the Agent under the Finance Documents, either: (i) the Agent fails to respond to a request under Clause 15.8 14.9 (FATCA Information) and the Borrower Parent or a Lender reasonably believes that the Agent will not be (or will have ceased to be) a FATCA Exempt Party on or after that FATCA Application Date; (ii) the information supplied by the Agent pursuant to Clause 15.8 14.9 (FATCA Information) indicates that the Agent will not be (or will have ceased to be) a FATCA Exempt Party on or after that FATCA Application Date; or (iii) the Agent notifies the Borrower Parent and the Lenders that the Agent will not be (or will have ceased to be) a FATCA Exempt Party on or after that FATCA Application Date; and (in each case) the Borrower Parent or a Lender reasonably believes that a Party will be required to make a FATCA Deduction that would not be required if the Agent were a FATCA Exempt Party, and the Borrower Parent or that such Lender, by notice to the Agent, requires it to resign.

Resignation of the Agent. (a) The Agent may resign and appoint one of its Affiliates acting through an office in Hong Kong or Macau as successor by giving notice to the Lenders and the BorrowerBorrowers. (b) Alternatively the Agent may resign by giving thirty (30) days notice to the Lenders and the BorrowerBorrowers, in which case the Majority Lenders (after consultation with the BorrowerBorrowers) may appoint a successor Agent. (c) If the Majority Lenders have not appointed a successor Agent in accordance with paragraph (b) above within 30 twenty (20) days after notice of resignation was given, the retiring Agent (after consultation with the BorrowerBorrowers) may appoint a successor Agent (acting through an office in Hong Kong or Macau)Agent. (d) If the Agent wishes to resign because (acting reasonably) it has concluded that it is no longer appropriate for it to remain as agent and the Agent is entitled to appoint a successor Agent under paragraph (c) above, the Agent may (if it concludes (acting reasonably) that it is necessary to do so in order to persuade the proposed successor Agent to become a party to this Agreement as Agent) agree with the proposed successor Agent amendments to this Clause 28 27 and any other term of this Agreement dealing with the rights or obligations of the Agent consistent with then current market practice for the appointment and protection of corporate trusteestrustees together with any reasonable amendments to the agency fee payable under this Agreement which are consistent with the successor Agent’s normal fee rates and those amendments will bind the Parties. (e) The retiring Agent shall, at its own cost, make available to the successor Agent such documents and records and provide such assistance as the successor Agent may reasonably request for the purposes of performing its functions as Agent under the Finance Documents. (f) The Agent’s resignation notice shall only take effect upon the appointment of a successor in accordance with the Finance Documents (including such successor’s accession to the Intercreditor Agreement in the capacity as Agent). (g) Upon the appointment of a successor, the retiring Agent shall be discharged from any further obligation in respect of the Finance Documents (other than its obligations under paragraph (e) above) but shall remain entitled to the benefit of Clause 17.3 (Indemnity to the Agent) and this Clause 28 (and any agency fees for the account of the retiring Agent shall cease to accrue from (and shall be payable on) that date)27. Its Any successor and each of the other Parties shall have the same rights and obligations amongst themselves as they would have had if such successor had been an original Party. (h) The Agent shall resign in accordance with paragraph (b) above (and, to the extent applicable, shall use reasonable endeavours to appoint a successor Agent pursuant to paragraph (bc) above) if on or after the date which is three (3) months before the earliest FATCA Application Date relating to any payment to the Agent under the Finance Documents, either: (i) the Agent fails to respond to a request under Clause 15.8 12.7 (FATCA Informationinformation) and the Borrower or a Lender reasonably believes that the Agent will not be (or will have ceased to be) a FATCA Exempt Party on or after that FATCA Application Date; (ii) the information supplied by the Agent pursuant to Clause 15.8 (FATCA Information) indicates that the Agent will not be (or will have ceased to be) a FATCA Exempt Party on or after that FATCA Application Date; or (iii) the Agent notifies the Borrower and the Lenders that the Agent will not be (or will have ceased to be) a FATCA Exempt Party on or after that FATCA Application Date; and (in each case) the Borrower or a Lender reasonably believes that a Party will be required to make a FATCA Deduction that would not be required if the Agent were a FATCA Exempt Party, and the Borrower or that Lender, by notice to the Agent, requires it to resign.

Resignation of the Agent. (a) The Agent may resign and appoint one at any time give notice of its Affiliates acting through resignation to the Lenders, the Issuing Lenders and the Borrower. Upon receipt of any such notice of resignation, the Required Lenders shall have the right, with the consent of the Borrower (such consent not to be unreasonably withheld, conditioned or delayed, and provided that such consent shall not be required if at such time an Event of Default exists and is continuing), to appoint a successor, which shall be a bank with an office in Hong Kong the United States, or Macau 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 Agent gives notice of its resignation (or such earlier day as successor shall be agreed by giving notice to the Required Lenders) (the “Resignation Effective Date”), then the retiring Agent may (but shall not be obligated to), on behalf of the Lenders and the BorrowerIssuing Lenders, appoint a successor Agent meeting the qualifications set forth above. Whether or not a successor has been appointed, such resignation shall become effective in accordance with such notice on the Resignation Effective Date. (b) Alternatively If the Person serving as the Agent may resign by giving notice is a Defaulting Lender pursuant to clause (d) of the definition thereof, the Required Lenders may, to the extent permitted by Applicable Law, by notice in writing to the Borrower and such Person, remove such Person as the Agent and, with the consent of the Borrower (such consent not to be unreasonably withheld, conditioned or delayed, and provided that such consent shall not be required if at such time an Event of Default exists and is continuing), appoint a successor. If no such successor shall have been so appointed by the Required Lenders and shall have accepted such appointment within 30 days (or such earlier day as shall be agreed by the BorrowerRequired Lenders) (the “Removal Effective Date”), then such removal shall nonetheless become effective in which case accordance with such notice on the Majority Lenders (after consultation with the Borrower) may appoint a successor AgentRemoval Effective Date. (c) If With effect from the Majority Resignation Effective Date or the Removal Effective Date (as applicable), (1) the retiring or removed Agent shall be discharged from its duties and obligations hereunder and under the other Loan Documents (except that in the case of any collateral security held by the Agent on behalf of the Lenders have not appointed or the Issuing Lenders under any of the Loan Documents, the retiring or removed Agent shall continue to hold such collateral security until such time as a successor Agent in accordance with paragraph is appointed) and (b2) above within 30 days after notice of resignation was givenexcept for any indemnity payments owed to the retiring or removed Agent, all payments, communications and determinations provided to be made by, to or through the Agent (after consultation with shall instead be made by or to each Lender and each Issuing Lender directly, until such time, if any, as the Borrower) may Required Lenders appoint a successor Agent as provided for above. Upon the acceptance of a successor’s appointment as the Agent hereunder, such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring or removed Agent (other than any rights to indemnity payments owed to the retiring or removed Agent), and the retiring or removed Agent shall be discharged from all of its duties and obligations hereunder or under the other Loan Documents. The fees payable by the Borrower to a successor Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Borrower and such successor. After the retiring or removed Agent’s resignation or removal hereunder and under the other Loan Documents, the provisions of this Article and Section 12.3 shall continue in effect for the benefit of such retiring or removed Agent, its sub-agents and their respective Related Parties in respect of any actions taken or omitted to be taken by any of them while the retiring or removed Agent was acting through an office in Hong Kong or Macau)as the Agent. (d) If Any resignation by, or removal of, KeyBank as the Agent wishes pursuant to resign because (acting reasonably) it has concluded that it is no longer appropriate for it to remain this Section shall also constitute its resignation as agent an Issuing Lender and the Agent is entitled to appoint a successor Agent under paragraph (c) above, the Agent may (if it concludes (acting reasonably) that it is necessary to do so in order to persuade the proposed successor Agent to become a party to this Agreement as Agent) agree with the proposed successor Agent amendments to this Clause 28 and any other term of this Agreement dealing with the rights or obligations of the Agent consistent with then current market practice for the appointment and protection of corporate trustees (e) The retiring Agent shall, at its own cost, make available to the successor Agent such documents and records and provide such assistance as the successor Agent may reasonably request for the purposes of performing its functions as Agent under the Finance Documents. (f) The Agent’s resignation notice shall only take effect upon the appointment of a successor in accordance with the Finance Documents (including such successor’s accession to the Intercreditor Agreement in the capacity as Agent). (g) Swingline Lender. Upon the appointment acceptance of a successor’s appointment as the Agent hereunder, (a) such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring Agent Issuing Lender, if in its sole discretion it elects to, and the Swingline Lender, (b) the retiring Issuing Lender and the Swingline Lender shall be discharged from any further obligation all of their respective duties and obligations hereunder or under the other Loan Documents, and (c) the successor Issuing Lender, if in respect its sole discretion it elects to, shall issue letters of credit in substitution for the Finance Documents (Letters of Credit, if any, outstanding at the time of such succession or make other than its obligations under paragraph (e) above) but shall remain entitled arrangement satisfactory to the benefit of Clause 17.3 (Indemnity retiring Issuing Lender to effectively assume the Agent) and this Clause 28 (and any agency fees for the account obligations of the retiring Agent shall cease Issuing Lender with respect to accrue from (and shall be payable on) that date). Its successor and each such Letters of the other Parties shall have the same rights and obligations amongst themselves as they would have had if such successor had been an original PartyCredit. (h) The Agent shall resign in accordance with paragraph (b) above (and, to the extent applicable, shall use reasonable endeavours to appoint a successor Agent pursuant to paragraph (b) above) if on or after the date which is three months before the earliest FATCA Application Date relating to any payment to the Agent under the Finance Documents, either: (i) the Agent fails to respond to a request under Clause 15.8 (FATCA Information) and the Borrower or a Lender reasonably believes that the Agent will not be (or will have ceased to be) a FATCA Exempt Party on or after that FATCA Application Date; (ii) the information supplied by the Agent pursuant to Clause 15.8 (FATCA Information) indicates that the Agent will not be (or will have ceased to be) a FATCA Exempt Party on or after that FATCA Application Date; or (iii) the Agent notifies the Borrower and the Lenders that the Agent will not be (or will have ceased to be) a FATCA Exempt Party on or after that FATCA Application Date; and (in each case) the Borrower or a Lender reasonably believes that a Party will be required to make a FATCA Deduction that would not be required if the Agent were a FATCA Exempt Party, and the Borrower or that Lender, by notice to the Agent, requires it to resign.

Resignation of the Agent. 14.9.1 At any time upon not less than five (a5) The Agent may resign and appoint one of its Affiliates acting through an office in Hong Kong or Macau as successor by giving notice to the Lenders and the Borrower. (b) Alternatively Business Days prior written notice, the Agent may resign by giving notice to as the Lenders and “the BorrowerAgent” hereunder, in whole or in part (in the sole and absolute discretion of the Agent), effective on the date set forth in such notice, which case effective date shall not be less than five (5) (or more than thirty (30)) days following delivery of such notice. If the Agent delivers any such notice, the Majority Lenders (after consultation with shall have the Borrower) may appoint a successor Agent. (c) If the Majority Lenders have not appointed a successor Agent in accordance with paragraph (b) above within 30 days after notice of resignation was given, the Agent (after consultation with the Borrower) may appoint a successor Agent (acting through an office in Hong Kong or Macau). (d) If the Agent wishes to resign because (acting reasonably) it has concluded that it is no longer appropriate for it to remain as agent and the Agent is entitled right to appoint a successor Agent under paragraph (c) above, to the Agent may (in consultation with ▇▇▇▇▇▇▇▇; provided that if it concludes (acting reasonably) that it is necessary a successor to do so in order to persuade the proposed successor Agent to become a party to this Agreement as Agent) agree with has not been appointed on or before the proposed successor Agent amendments to this Clause 28 and any other term of this Agreement dealing with the rights or obligations effectiveness of the resignation of the resigning Agent, then the resigning Agent consistent with then current market practice for the appointment and protection may, on behalf of corporate trustees (e) The retiring Agent shall▇▇▇▇▇▇▇, at its own cost, make available to the successor Agent such documents and records and provide such assistance appoint any Person reasonably chosen by it as the successor Agent may reasonably request for to the purposes of performing its functions as Agent under the Finance DocumentsAgent. 14.9.2 Effective immediately upon its resignation, (fi) The Agent’s resignation notice shall only take effect upon the appointment of a successor in accordance with the Finance Documents (including such successor’s accession to the Intercreditor Agreement in the capacity as Agent). (g) Upon the appointment of a successor, the retiring resigning Agent shall be discharged from any further obligation its duties and obligations under the Loan Documents to the extent set forth in respect the applicable resignation notice, (ii) Lenders shall assume and perform all of the Finance Documents duties of the Agent until a successor to the Agent shall have accepted a valid appointment hereunder, (other than iii) the resigning Agent and its obligations under paragraph (e) above) but Related Parties shall remain entitled to no longer have the benefit of Clause 17.3 any provision of any Loan Document other than with respect to (Indemnity x) any actions taken or omitted to be taken while such resigning Agent was, or because the Agent) and this Clause 28 (and any agency fees for the account of the retiring Agent shall cease to accrue from (and shall be payable on) that date). Its successor and each of the other Parties shall have the same rights and obligations amongst themselves had been, validly acting as they would have had if such successor had been an original Party. (h) The Agent shall resign in accordance with paragraph (b) above (and, to the extent applicable, shall use reasonable endeavours to appoint a successor Agent pursuant to paragraph (b) above) if on or after the date which is three months before the earliest FATCA Application Date relating to any payment to the Agent under the Finance DocumentsLoan Documents or (y) any continuing duties such resigning Agent continues to perform, either: and (iiv) subject to its rights under Section 14.4, the resigning Agent shall take such action as may be reasonably necessary to assign to the successor to the Agent fails to respond to a request under Clause 15.8 (FATCA Information) and the Borrower or a Lender reasonably believes that its rights as the Agent will not be (or will have ceased to be) under the Loan Documents. Effective immediately upon its acceptance of a FATCA Exempt Party on or after that FATCA Application Date; (ii) the information supplied by the Agent pursuant to Clause 15.8 (FATCA Information) indicates that the Agent will not be (or will have ceased to be) a FATCA Exempt Party on or after that FATCA Application Date; or (iii) the Agent notifies the Borrower and the Lenders that the Agent will not be (or will have ceased to be) a FATCA Exempt Party on or after that FATCA Application Date; and (in each case) the Borrower or a Lender reasonably believes that a Party will be required to make a FATCA Deduction that would not be required if the Agent were a FATCA Exempt Party, and the Borrower or that Lender, by notice to valid appointment as the Agent, requires it a successor to resignthe Agent shall succeed to, and become vested with, all the rights, powers, privileges and duties of the resigning Agent under the Loan Documents.

Resignation of the Agent. (a) The Agent may resign and appoint one of its Affiliates acting through an office in Hong Kong or Macau the United Kingdom as successor by giving notice to the Lenders and the BorrowerCompany. (b) Alternatively the Agent may resign by giving notice to the Lenders and the Borrower, in which case the Majority Lenders (after consultation with the Borrower) may appoint a successor Agent. (c) If the Majority Lenders have not appointed a successor Agent in accordance with paragraph (b) above within 30 days after notice of resignation was given, the Agent (after consultation with the Borrower) may appoint a successor Agent (acting through an office in Hong Kong or Macau). (d) If the Agent wishes to resign because (acting reasonably) it has concluded that it is no longer appropriate for it to remain as agent and the Agent is entitled to appoint a successor Agent under paragraph (c) aboveAgent, the Agent may may, without consultation with or consent of the Company and the Lenders, (if it concludes (acting reasonably) that it is necessary to do so in order to persuade the proposed successor Agent to become a party to this Agreement as Agent) agree with the proposed successor Agent amendments to this Clause 28 27 and any other term of this Agreement dealing with the rights or obligations of the Agent consistent with then current market practice for the appointment and protection of corporate trusteestrustees together with any reasonable amendments to the agency fee payable under this Agreement which are consistent with the successor Agent’s normal fee rates and those amendments will bind the Parties. (c) Alternatively the Agent may resign by giving 30 days’ notice to the Lenders and the Company, in which case the Majority Lenders (after consultation with the Company) may appoint a successor Agent. (d) If the Majority Lenders have not appointed a successor Agent in accordance with paragraph (c) above within 20 days after notice of resignation was given, the retiring Agent (after consultation with the Company) may appoint a successor Agent (acting through an office in the United Kingdom). (e) The retiring Agent shall, at its own cost, make available to the successor Agent such documents and records and provide such assistance as the successor Agent may reasonably request for the purposes of performing its functions as Agent under the Finance Documents. (f) The Agent’s resignation notice shall only take effect upon the appointment of a successor in accordance with the Finance Documents (including such successor’s accession to the Intercreditor Agreement in the capacity as Agent). (g) Upon the appointment of a successor, the retiring Agent shall be discharged from any further obligation in respect of the Finance Documents (other than its obligations under paragraph (e) above) but shall remain entitled to the benefit of Clause 17.3 15.3 (Indemnity to the Agent) and this Clause 28 (and any agency fees for the account of the retiring Agent shall cease to accrue from (and shall be payable on) that date)27. Its Any successor and each of the other Parties shall have the same rights and obligations amongst themselves as they would have had if such successor had been an original Party. (h) The Agent shall resign in accordance with paragraph (bc) above (and, to the extent applicable, shall use reasonable endeavours to appoint a successor Agent pursuant to paragraph (bd) above) if on or after the date which is three months before the earliest FATCA Application Date relating to any payment to the Agent under the Finance Documents, either: (i) the Agent fails to respond to a request under Clause 15.8 13.8 (FATCA Information) and the Borrower Company or a Lender reasonably believes that the Agent will not be (or will have ceased to be) a FATCA Exempt Party on or after that FATCA Application Date; (ii) the information supplied by the Agent pursuant to Clause 15.8 13.8 (FATCA Information) indicates that the Agent will not be (or will have ceased to be) a FATCA Exempt Party on or after that FATCA Application Date; or (iii) the Agent notifies the Borrower Company and the Lenders that the Agent will not be (or will have ceased to be) a FATCA Exempt Party on or after that FATCA Application Date; and (in each case) the Borrower Company or a Lender reasonably believes that a Party will be required to make a FATCA Deduction that would not be required if the Agent were a FATCA Exempt Party, and the Borrower Company or that Lender, by notice to the Agent, requires it to resign.

Resignation of the Agent. (a) The Agent may resign and appoint one of its Affiliates acting through an office in Hong Kong or Macau as successor by giving notice Subject to the Lenders appointment and the Borrower. (b) Alternatively acceptance of a successor Agent as provided below, the Agent may resign at any time by giving notice thereof to the Lenders Lenders, the Issuers and the Borrower. Upon receipt of any such notice of resignation, in which case the Majority Required Lenders (after consultation may, with the Borrower) may consent of the Borrower (which consent shall not be unreasonably withheld), appoint a any Eligible Assignee as the successor Agent. (c) . If the Majority Lenders have not appointed a no successor Agent in accordance with paragraph (b) above is so appointed by the Required Lenders and accepts such appointment within 30 days after the resigning Agent's giving of notice of resignation was givenresignation, then the resigning Agent (after consultation may, on behalf of the Lenders and with the Borrower) may consent of the Borrower (which consent shall not be unreasonably withheld), appoint any Eligible Assignee as the successor Agent. Effective on the acceptance by any Person of its appointment as a successor Agent (acting through an office in Hong Kong or Macau). (d) If Agent, such Person shall succeed to and become vested with all the Agent wishes to resign because (acting reasonably) it has concluded that it is no longer appropriate for it to remain as agent rights, powers, privileges, duties and the Agent is entitled to appoint a successor Agent under paragraph (c) above, the Agent may (if it concludes (acting reasonably) that it is necessary to do so in order to persuade the proposed successor Agent to become a party to this Agreement as Agent) agree with the proposed successor Agent amendments to this Clause 28 and any other term of this Agreement dealing with the rights or obligations of the resigning Agent consistent with then current market practice for and the appointment and protection of corporate trustees (e) The retiring Agent shall, at its own cost, make available to the successor Agent such documents and records and provide such assistance as the successor Agent may reasonably request for the purposes of performing its functions as Agent under the Finance Documents. (f) The Agent’s resignation notice shall only take effect upon the appointment of a successor in accordance with the Finance Documents (including such successor’s accession to the Intercreditor Agreement in the capacity as Agent). (g) Upon the appointment of a successor, the retiring resigning Agent shall be discharged from its duties and obligations as Agent under the Loan Documents. After any further obligation resigning Agent's resignation as Agent, the provisions of this Article IX shall continue in effect for its benefit in respect of the Finance Documents (other than its obligations under paragraph (e) above) but shall remain entitled any actions taken or omitted to the benefit of Clause 17.3 (Indemnity to be taken by it while it was acting as the Agent) and this Clause 28 (and any agency fees for . The Lenders, the account of the retiring Agent shall cease to accrue from (and shall be payable on) that date). Its successor and each of the other Parties shall have the same rights and obligations amongst themselves as they would have had if such successor had been an original Party. (h) The Agent shall resign in accordance with paragraph (b) above (and, to the extent applicable, shall use reasonable endeavours to appoint a successor Agent pursuant to paragraph (b) above) if on or after the date which is three months before the earliest FATCA Application Date relating to any payment to the Agent under the Finance Documents, either: (i) the Agent fails to respond to a request under Clause 15.8 (FATCA Information) and the Borrower or a Lender reasonably believes that the Agent will not be (or will have ceased to be) a FATCA Exempt Party on or after that FATCA Application Date; (ii) the information supplied by the Agent pursuant to Clause 15.8 (FATCA Information) indicates that the Agent will not be (or will have ceased to be) a FATCA Exempt Party on or after that FATCA Application Date; or (iii) the Agent notifies the Borrower and the Lenders that the Agent will not be (or will have ceased to be) a FATCA Exempt Party on or after that FATCA Application Date; and (in each case) the Borrower or a Lender reasonably believes that a Party will be required to make a FATCA Deduction that would not be required if the Agent were a FATCA Exempt PartyAgent, and the Borrower agree that (i) if the Agent is removed or that Lenderreplaced as Agent, by notice to resignation or otherwise, under this Agreement, then the entity being removed or replaced as Agent will simultaneously resign as Term Agent and Collateral Agent, requires it and (ii) no successor Agent will be appointed or accepted under this Agreement unless such party shall simultaneously be appointed or accepted as Term Agent and Collateral Agent and shall agree to resignsuch simultaneous appointment or acceptance as Term Agent and Collateral Agent.

Resignation of the Agent. (a) The Agent may resign and appoint one at any time give notice of its Affiliates acting through resignation to the Lenders, the L/C Issuers and the Company. Upon receipt of any such notice of resignation, the Required Lenders shall have the right, with, so long as no Event of Default under Section 8.01(a), 8.01(f) or 8.01(g) has occurred and is continuing, the consent of the Company (such consent not to be unreasonably withheld or delayed), to appoint a successor, which shall be a bank with an office in Hong Kong the United States, or Macau 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 ▇▇▇▇▇▇▇ and shall have accepted such appointment within 30 days after the retiring the Agent gives notice of its resignation (or such earlier day as successor shall be agreed by giving notice to the Required Lenders) (the “Resignation Effective Date”), then the retiring the Agent may (but shall not be obligated to) on behalf of the Lenders and the BorrowerL/C Issuers, appoint a successor the Agent meeting the qualifications set forth above. Whether or not a successor has been appointed, such resignation shall become effective in accordance with such notice on the Resignation Effective Date. (b) Alternatively If the Person serving as the Agent may resign by giving notice is a Defaulting Lender pursuant to clause (d) of the definition thereof, the Required Lenders may, to the extent permitted by applicable law, by notice in writing to the Company and such Person remove such Person as the Agent and, with, so long as no Event of Default under Section 8.01(a), 8.01(f) or 8.01(g) has occurred and is continuing, the consent of the Company (such consent not to be unreasonably withheld or delayed), appoint a successor. If no such successor shall have been so appointed by the Required Lenders and shall have accepted such appointment within 30 days (or such earlier day as shall be agreed by the BorrowerRequired Lenders) (the “Removal Effective Date”), then such removal shall nonetheless become effective in which case accordance with such notice on the Majority Lenders (after consultation with the Borrower) may appoint a successor AgentRemoval Effective Date. (c) If With effect from the Majority Lenders have not appointed a successor Agent in accordance with paragraph Resignation Effective Date or the Removal Effective Date (bas applicable) above within 30 days after notice of resignation was given, the Agent (after consultation with the Borroweri) may appoint a successor Agent (acting through an office in Hong Kong or Macau). (d) If the Agent wishes to resign because (acting reasonably) it has concluded that it is no longer appropriate for it to remain as agent and the Agent is entitled to appoint a successor Agent under paragraph (c) above, the Agent may (if it concludes (acting reasonably) that it is necessary to do so in order to persuade the proposed successor Agent to become a party to this Agreement as Agent) agree with the proposed successor Agent amendments to this Clause 28 and any other term of this Agreement dealing with the rights or obligations of the Agent consistent with then current market practice for the appointment and protection of corporate trustees (e) The retiring Agent shall, at its own cost, make available to the successor Agent such documents and records and provide such assistance as the successor Agent may reasonably request for the purposes of performing its functions as Agent under the Finance Documents. (f) The Agent’s resignation notice shall only take effect upon the appointment of a successor in accordance with the Finance Documents (including such successor’s accession to the Intercreditor Agreement in the capacity as Agent). (g) Upon the appointment of a successor, the retiring or removed the Agent shall be discharged from its duties and obligations hereunder and under the other Loan Documents, in each case solely in its capacity as the Agent and (ii) except for any further obligation in respect indemnity payments or other amounts then owed to the retiring or removed the Agent, all payments, communications and determinations provided to be made by, to or through the Agent shall instead be made by or to each Lender and each L/C Issuer directly, until such time, if any, as the Required ▇▇▇▇▇▇▇ appoint a successor the Agent as provided for above. Upon the acceptance of a successor’s appointment as the Agent hereunder, such successor shall succeed to and become vested with all of the Finance Documents rights, powers, privileges and duties of the retiring (or removed) the Agent (other than its obligations under paragraph (eas provided in Section 3.01(g) above) but shall remain entitled and other than any rights to indemnity payments or other amounts owed to the benefit of Clause 17.3 (Indemnity to retiring or removed the Agent) and this Clause 28 (and any agency fees for the account Agent as of the retiring Agent shall cease to accrue from (and shall be payable on) that dateResignation Effective Date or the Removal Effective Date, as applicable). Its successor and each of the other Parties shall have the same rights and obligations amongst themselves as they would have had if such successor had been an original Party. (h) The Agent shall resign in accordance with paragraph (b) above (and, to the extent applicable, shall use reasonable endeavours to appoint a successor Agent pursuant to paragraph (b) above) if on or after the date which is three months before the earliest FATCA Application Date relating to any payment to the Agent under the Finance Documents, either: (i) the Agent fails to respond to a request under Clause 15.8 (FATCA Information) and the Borrower or a Lender reasonably believes that the Agent will not be (or will have ceased to be) a FATCA Exempt Party on or after that FATCA Application Date; (ii) the information supplied by the Agent pursuant to Clause 15.8 (FATCA Information) indicates that the Agent will not be (or will have ceased to be) a FATCA Exempt Party on or after that FATCA Application Date; or (iii) the Agent notifies the Borrower and the Lenders that the Agent will not be (or will have ceased to be) a FATCA Exempt Party on or after that FATCA Application Date; and (in each case) the Borrower or a Lender reasonably believes that a Party will be required to make a FATCA Deduction that would not be required if the Agent were a FATCA Exempt Party, and the Borrower retiring or that Lender, by notice to removed the Agent, requires it to resign.Agent shall be discharged from all of its duties and obligations hereunder or under the other Loan Documents (if not already discharged therefrom as provided above in this 4889-7737-4420 v.6 90

Resignation of the Agent. (a) The Agent may resign from the performance of all its functions and appoint one of its Affiliates acting through an office in Hong Kong or Macau as successor duties hereunder and/or under the other Credit Documents at any time by giving 30 Business Days' prior written notice to the Lenders US Borrower and the Borrower. (b) Alternatively the Agent may resign by giving notice to the Lenders and the Borrower, in which case the Majority Lenders (after consultation with the Borrower) may appoint a successor Agent. (c) If the Majority Lenders have not appointed a successor Agent in accordance with paragraph (b) above within 30 days after notice of Banks. Such resignation was given, the Agent (after consultation with the Borrower) may appoint a successor Agent (acting through an office in Hong Kong or Macau). (d) If the Agent wishes to resign because (acting reasonably) it has concluded that it is no longer appropriate for it to remain as agent and the Agent is entitled to appoint a successor Agent under paragraph (c) above, the Agent may (if it concludes (acting reasonably) that it is necessary to do so in order to persuade the proposed successor Agent to become a party to this Agreement as Agent) agree with the proposed successor Agent amendments to this Clause 28 and any other term of this Agreement dealing with the rights or obligations of the Agent consistent with then current market practice for the appointment and protection of corporate trustees (e) The retiring Agent shall, at its own cost, make available to the successor Agent such documents and records and provide such assistance as the successor Agent may reasonably request for the purposes of performing its functions as Agent under the Finance Documents. (f) The Agent’s resignation notice shall only take effect upon the appointment of a successor in accordance with the Finance Documents Agent pursuant to clauses (including such successor’s accession to the Intercreditor Agreement in the capacity b) and (c) below or as Agent)otherwise provided below. (gb) Upon the appointment any such notice of a successorresignation, the retiring Agent Required Banks shall be discharged from any further obligation in respect of the Finance Documents (other than its obligations under paragraph (e) above) but shall remain entitled to the benefit of Clause 17.3 (Indemnity to the Agent) and this Clause 28 (and any agency fees for the account of the retiring Agent shall cease to accrue from (and shall be payable on) that date). Its successor and each of the other Parties shall have the same rights and obligations amongst themselves as they would have had if such successor had been an original Party. (h) The Agent shall resign in accordance with paragraph (b) above (and, to the extent applicable, shall use reasonable endeavours to appoint a successor Agent hereunder or thereunder who shall be a commercial bank or trust company reasonably acceptable to the Borrower. (c) If a successor Agent shall not have been so appointed within such 30 Business Day period, the Agent, with the consent of the Borrower (which consent shall not be unreasonably withheld or delayed), shall then appoint a successor Agent who shall serve as Agent hereunder or thereunder until such time, if any, as the Required Banks appoint a successor Agent as provided above. (d) If no successor Agent has been appointed pursuant to paragraph clause (b) aboveor (c) if on or above by the 30th Business Day after the date which is three months before the earliest FATCA Application Date relating to any payment to the Agent under the Finance Documents, either: (i) the Agent fails to respond to a request under Clause 15.8 (FATCA Information) and the Borrower or a Lender reasonably believes that the Agent will not be (or will have ceased to be) a FATCA Exempt Party on or after that FATCA Application Date; (ii) the information supplied such notice of resignation was given by the Agent pursuant to Clause 15.8 (FATCA Information) indicates that the Agent will not be (or will have ceased to be) a FATCA Exempt Party on or after that FATCA Application Date; or (iii) the Agent notifies the Borrower and the Lenders that the Agent will not be (or will have ceased to be) a FATCA Exempt Party on or after that FATCA Application Date; and (in each case) the Borrower or a Lender reasonably believes that a Party will be required to make a FATCA Deduction that would not be required if the Agent were a FATCA Exempt Party, and the Borrower or that Lender, by notice to the Agent, requires it to resignthe Agent's resignation shall become effective and the Required Banks shall thereafter perform all the duties of the Agent hereunder and/or under any other Credit Document until such time, if any, as the Banks appoint a successor Agent as provided above.

Resignation of the Agent. (a) The Agent may resign and appoint one at any time give notice of its Affiliates acting through an office in Hong Kong or Macau as successor by giving notice resignation to the Lenders 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 United States, or an Affiliate or branch 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 Agent gives notice of its resignation (or such earlier day as shall be agreed by the Required Lenders) (the “Resignation Effective Date”), then the retiring Agent may (but shall not be obligated to) on behalf of the Lenders, appoint a successor Agent meeting the qualifications set forth above, provided that in no event shall any such successor Agent be a Defaulting Lender. Whether or not a successor has been appointed, such resignation shall become effective in accordance with such notice on the Resignation Effective Date. (b) Alternatively If the Person serving as the Agent may resign by giving notice is a Defaulting Lender pursuant to clause (d) of the definition thereof, the Required Lenders may, to the Lenders extent permitted by applicable Law, by notice in writing to the Borrower and the Borrowersuch Person remove such Person as Agent and, in which case the Majority Lenders (after consultation with the Borrower) may , appoint a successor. If no such successor Agentshall have been so appointed by the Required Lenders and shall have accepted such appointment within 30 days (or such earlier day as shall be agreed by the Required Lenders) (the “Removal Effective Date”), then such removal shall nonetheless become effective in accordance with such notice on the Removal Effective Date. (c) If With effect from the Majority Lenders have not appointed a successor Agent in accordance with paragraph Resignation Effective Date or the Removal Effective Date (bas applicable) above within 30 days after notice of resignation was given, the Agent (after consultation with the Borroweri) may appoint a successor Agent (acting through an office in Hong Kong or Macau). (d) If the Agent wishes to resign because (acting reasonably) it has concluded that it is no longer appropriate for it to remain as agent and the Agent is entitled to appoint a successor Agent under paragraph (c) above, the Agent may (if it concludes (acting reasonably) that it is necessary to do so in order to persuade the proposed successor Agent to become a party to this Agreement as Agent) agree with the proposed successor Agent amendments to this Clause 28 and any other term of this Agreement dealing with the rights or obligations of the Agent consistent with then current market practice for the appointment and protection of corporate trustees (e) The retiring Agent shall, at its own cost, make available to the successor Agent such documents and records and provide such assistance as the successor Agent may reasonably request for the purposes of performing its functions as Agent under the Finance Documents. (f) The Agent’s resignation notice shall only take effect upon the appointment of a successor in accordance with the Finance Documents (including such successor’s accession to the Intercreditor Agreement in the capacity as Agent). (g) Upon the appointment of a successor, the retiring or removed Agent shall be discharged from its duties and obligations hereunder and under the other Loan Documents (except that in the case of any further obligation in respect collateral security held by such Agent on behalf of the Finance Documents Lenders under any of the Loan Documents, the retiring or removed Agent shall continue to hold such collateral security until such time as a successor Agent is appointed) and (ii) except for any indemnity payments or other than its obligations under paragraph (e) above) but shall remain entitled amounts then owed to the benefit of Clause 17.3 (Indemnity retiring or removed Agent, all payments, communications and determinations provided to be made by, to or through the Agent) and this Clause 28 (and any agency fees for the account of the retiring Agent shall cease instead be made by or to accrue from (and shall be payable on) that date). Its successor and each of Lender directly, until such time, if any, as the other Parties shall have the same rights and obligations amongst themselves as they would have had if such successor had been an original Party. (h) The Agent shall resign in accordance with paragraph (b) above (and, to the extent applicable, shall use reasonable endeavours to Required Lenders appoint a successor Agent pursuant as provided for above. Upon the acceptance of a successor’s appointment as Agent hereunder, such successor shall succeed to paragraph and become vested with all of the rights, powers, privileges and duties of the applicable retiring (bor removed) aboveAgent (other than as provided in Section 3.01(g) if on and other than any rights to indemnity payments or after the date which is three months before the earliest FATCA Application Date relating to any payment other amounts owed to the applicable retiring or removed Agent as of the Resignation Effective Date or the Removal Effective Date, as applicable), and the retiring or removed Agent shall be discharged from all of its duties and obligations hereunder or under the Finance other Loan Documents (if not already discharged therefrom as provided above in this Section 9.06). The fees payable by the Borrower to a successor Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Borrower and such successor. After any retiring or removed Agent’s resignation or removal hereunder and under the other Loan Documents, either: the provisions of this Article IX and Section 11.04 shall continue in effect for the benefit of such retiring or removed Agent, its sub-agents and their respective Related Parties in respect of any actions taken or omitted to be taken by any of them (i) the while such retiring or removed Agent fails to respond to a request under Clause 15.8 (FATCA Information) was acting as Agent and the Borrower or a Lender reasonably believes that the Agent will not be (or will have ceased to be) a FATCA Exempt Party on or after that FATCA Application Date; (ii) after such resignation or removal for as long as any of them continues to act in any capacity hereunder or under the information supplied by other Loan Documents, including in respect of any actions taken in connection with transferring the Agent pursuant agency to Clause 15.8 (FATCA Information) indicates that the Agent will not be (or will have ceased to be) a FATCA Exempt Party on or after that FATCA Application Date; or (iii) the Agent notifies the Borrower and the Lenders that the Agent will not be (or will have ceased to be) a FATCA Exempt Party on or after that FATCA Application Date; and (in each case) the Borrower or a Lender reasonably believes that a Party will be required to make a FATCA Deduction that would not be required if the Agent were a FATCA Exempt Party, and the Borrower or that Lender, by notice to the any successor Agent, requires it to resign.

Resignation of the Agent. (a) The Agent may resign and appoint one at any time give notice of its Affiliates acting through resignation to the Lenders, the Issuing ▇▇▇▇▇▇ and ▇▇▇▇▇▇▇▇. Upon receipt of any such notice of resignation, the Requisite Lenders shall have the right, with the consent (if no Event of Default pursuant to Section 9.1(a), (b) or (j) then exists and not to be unreasonably withheld or delayed) of Borrower, to appoint a successor, which shall be a bank with an office in Hong Kong the United States, or Macau an Affiliate of any such bank with an office in the United States. If no such successor shall have been so appointed by the Requisite Lenders and shall have accepted such appointment within 30 days after the retiring Agent gives notice of its resignation (or such earlier day as successor shall be agreed by giving notice to the Requisite Lenders) (the “Resignation Effective Date”), then the retiring Agent may (but shall not be obligated to), on behalf of the Lenders and the Issuing Lender, appoint a successor Agent meeting the qualifications set forth above with the consent (if no Event of Default pursuant to Section 9.1(a), (b) or (j) then exists and not to be unreasonably withheld or delayed) of Borrower. Whether or not a successor has been appointed, such resignation shall become effective in accordance with such notice on the Resignation Effective Date. (b) Alternatively If the Person serving as the Agent may resign by giving notice is a Defaulting Lender pursuant to clause (d) of the definition thereof, the Requisite Lenders may, to the extent permitted by applicable law, by notice in writing to Borrower and such Person remove such Person as the Agent and, with the consent (if no Event of Default pursuant to Section 9.1(a), (b) or (j) then exists and not to be unreasonably withheld or delayed) of ▇▇▇▇▇▇▇▇, appoint a successor. If no such successor shall have been so appointed by the Requisite Lenders and shall have accepted such appointment within 30 days (or such earlier day as shall be agreed by the BorrowerRequisite Lenders) (the “Removal Effective Date”), then such removal shall nonetheless become effective in which case accordance with such notice on the Majority Lenders (after consultation with the Borrower) may appoint a successor AgentRemoval Effective Date. (c) If With effect from the Majority Resignation Effective Date or the Removal Effective Date (as applicable) (1) the retiring or removed Agent shall be discharged from its duties and obligations hereunder and under the other Loan Documents (except that in the case of any collateral security held by the Agent on behalf of the Lenders have not appointed or the Issuing Lender under any of the Loan Documents, the retiring or removed Agent shall continue to hold such collateral security until such time as a successor Agent in accordance with paragraph is appointed) and (b2) above within 30 days after notice of resignation was givenexcept for any indemnity payments or other amounts owed to the retiring or removed Agent, all payments, communications and determinations provided to be made by, to or through the Agent (after consultation with shall instead be made by or to each Lender and Issuing Lender directly, until such time, if any, as the Borrower) may Requisite Lenders appoint a successor Agent as provided for above. Upon the acceptance of a successor’s appointment as the Agent hereunder, such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring or removed Agent (other than as provided in Section 3.11(i) and other than any rights to indemnity payments or other amounts owed to the retiring or removed Agent), and the retiring or removed Agent shall be discharged from all of its duties and obligations hereunder or under the other Loan Documents (if not already discharged therefrom as provided above in this Section). The fees payable by Borrower to a successor Agent shall be the same as those payable to its predecessor unless otherwise agreed between Borrower and such successor. After the retiring or removed Agent’s resignation or removal hereunder and under the other Loan Documents, the provisions of this Article and Sections 11.3 and 11.11 shall continue in effect for the benefit of such retiring or removed Agent, its sub-agents and their respective Related Parties in respect of any actions taken or omitted to be taken by any of them while the retiring or removed Agent was acting through an office in Hong Kong or Macau)as the Agent. (d) If the Any resignation by MUFG as Agent wishes to resign because (acting reasonably) it has concluded that it is no longer appropriate for it to remain as agent and the Agent is entitled to appoint a successor Agent under paragraph (c) above, the Agent may (if it concludes (acting reasonably) that it is necessary to do so in order to persuade the proposed successor Agent to become a party pursuant to this Agreement Section shall also constitute its resignation as Agent) agree Issuing Lender and Swing Line Lender. If MUFG resigns as an Issuing Lender, it shall retain all the rights, powers, privileges and duties of the Issuing Lender hereunder with respect to all Letters of Credit outstanding as of the proposed successor Agent amendments effective date of its resignation as ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ and all L/C Obligations with respect thereto, including the right to this Clause 28 and any other term of this Agreement dealing with require the Lenders to make Alternate Base Rate Loans or fund risk participations in unreimbursed drawings pursuant to Section 2.4(c). If MUFG resigns as Swing Line Lender, it shall retain all the rights or obligations of the Agent consistent Swing Line Lender provided for hereunder with then current market practice for respect to Swing Line Advances made by it and outstanding as of the effective date of such resignation, including the right to require the Lenders to make Alternate Base Rate Loans or fund risk participations in outstanding Swing Line Advances pursuant to Section 2.9(c). Upon the appointment and protection of corporate trustees (e) The retiring Agent shall, at its own cost, make available to the successor Agent such documents and records and provide such assistance as the successor Agent may reasonably request for the purposes of performing its functions as Agent under the Finance Documents. (f) The Agent’s resignation notice shall only take effect upon the appointment by ▇▇▇▇▇▇▇▇ of a successor Issuing Lender or Swing Line Lender hereunder (which successor shall in accordance all cases be a Lender other than a Defaulting Lender), (i) such successor shall succeed to and become vested with all of the Finance Documents (including such successor’s accession to the Intercreditor Agreement in the capacity as Agent). (g) Upon the appointment rights, powers, privileges and duties of a successor, the retiring Agent Issuing Lender or Swing Line Lender, as applicable, (ii) the retiring Issuing Lender and Swing Line Lender shall be discharged from any further obligation in respect all of the Finance Documents (other than its their respective duties and obligations hereunder or under paragraph (e) above) but shall remain entitled to the benefit of Clause 17.3 (Indemnity to the Agent) and this Clause 28 (and any agency fees for the account of the retiring Agent shall cease to accrue from (and shall be payable on) that date). Its successor and each of the other Parties shall have the same rights Loan Documents and obligations amongst themselves as they would have had if such successor had been an original Party. (h) The Agent shall resign in accordance with paragraph (b) above (and, to the extent applicable, shall use reasonable endeavours to appoint a successor Agent pursuant to paragraph (b) above) if on or after the date which is three months before the earliest FATCA Application Date relating to any payment to the Agent under the Finance Documents, either: (i) the Agent fails to respond to a request under Clause 15.8 (FATCA Information) and the Borrower or a Lender reasonably believes that the Agent will not be (or will have ceased to be) a FATCA Exempt Party on or after that FATCA Application Date; (ii) the information supplied by the Agent pursuant to Clause 15.8 (FATCA Information) indicates that the Agent will not be (or will have ceased to be) a FATCA Exempt Party on or after that FATCA Application Date; or (iii) the Agent notifies successor ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ shall issue letters of credit in substitution for the Borrower Letters of Credit, if any, outstanding at the time of such succession or make other arrangements satisfactory to MUFG to effectively assume the obligations of MUFG with respect to such Letters of Credit. After the retiring Issuing Lender and/or Swing Line ▇▇▇▇▇▇’s resignation hereunder and under the Lenders that other Loan Documents, the Agent will not provisions of this Article and Section 11.3 shall continue in effect for the benefit of such retiring Issuing Lender and Swing Line Lender in respect of any actions taken or omitted to be (taken by any of them while the retiring Issuing Lender or will have ceased to be) a FATCA Exempt Party on or after that FATCA Application Date; and (Swing Line Lender was acting in each case) the Borrower or a Lender reasonably believes that a Party will be required to make a FATCA Deduction that would not be required if the Agent were a FATCA Exempt Party, and the Borrower or that Lender, by notice to the Agent, requires it to resignsuch capacity.

Resignation of the Agent. (a) The Agent may resign and appoint one of its Affiliates acting through an office in Hong Kong or Macau the United Kingdom as successor by giving notice to the Lenders and the Borrower. (b) Alternatively the Agent may resign by giving 30 days notice to the Lenders and the Borrower, in which case the Majority Lenders (after consultation with the Borrower) may appoint a successor Agent. (c) If the Majority Lenders have not appointed a successor Agent in accordance with paragraph (b) above within 30 20 days after notice of resignation was given, the retiring Agent (after consultation with the Borrower) may appoint a successor Agent (acting through an office in Hong Kong or Macau)Agent. (d) If the Agent wishes to resign because (acting reasonably) it has concluded that it is no longer appropriate for it to remain as agent and the Agent is entitled to appoint a successor Agent under paragraph (c) above, the Agent may (if it concludes (acting reasonably) that it is necessary to do so in order to persuade the proposed successor Agent to become a party to this Agreement as Agent) agree with the proposed successor Agent amendments to this Clause 28 (Role of the Agent, the Arranger and Others) and any other term of this Agreement dealing with the rights or obligations of the Agent consistent with then current market practice for the appointment and protection of corporate trusteestrustees together with any reasonable amendments to the agency fee payable under this Agreement which are consistent with the successor Agent’s normal fee rates and those amendments will bind the Parties. (e) The retiring Agent shall, at its own cost, make available to the successor Agent such documents and records and provide such assistance as the successor Agent may reasonably request for the purposes of performing its functions as Agent under the Finance Documents. (f) The Agent’s resignation notice shall only take effect upon the appointment of a successor in accordance with the Finance Documents (including such successor’s accession to the Intercreditor Agreement in the capacity as Agent). (g) Upon the appointment of a successor, the retiring Agent shall be discharged from any further obligation in respect of the Finance Documents (other than its obligations under paragraph (e) above) but shall remain entitled to the benefit of Clause 17.3 (Indemnity to the Agent) and this Clause 28 (and any agency fees for the account Role of the retiring Agent shall cease to accrue from (Agent, the Arranger and shall be payable on) that dateOthers). Its Any successor and each of the other Parties shall have the same rights and obligations amongst themselves as they would have had if such successor had been an original Party. (h) The Agent shall resign in accordance with paragraph (b) above (and, to the extent applicable, shall use reasonable endeavours to appoint a successor Agent pursuant to paragraph (b) above) if on or after the date which is three months before the earliest FATCA Application Date relating to any payment to the Agent under the Finance Documents, either: (i) the Agent fails to respond to a request under Clause 15.8 (FATCA Information) and the Borrower or a Lender reasonably believes that the Agent will not be (or will have ceased to be) a FATCA Exempt Party on or after that FATCA Application Date; (ii) the information supplied by the Agent pursuant to Clause 15.8 (FATCA Information) indicates that the Agent will not be (or will have ceased to be) a FATCA Exempt Party on or after that FATCA Application Date; or (iii) the Agent notifies the Borrower and the Lenders that the Agent will not be (or will have ceased to be) a FATCA Exempt Party on or after that FATCA Application Date; and (in each case) the Borrower or a Lender reasonably believes that a Party will be required to make a FATCA Deduction that would not be required if the Agent were a FATCA Exempt Party, and the Borrower or that Lender, by notice to the Agent, requires it to resign.

Resignation of the Agent. (a) The Agent may resign and appoint one of its Affiliates acting through an office in Hong Kong or Macau the United Kingdom as successor by giving notice to the Lenders and the BorrowerCompany. (b) Alternatively the Agent may resign by giving notice to the Lenders and the BorrowerCompany, in which case the Majority Lenders (after consultation with the BorrowerCompany) may appoint a successor Agent. (c) If the Majority Lenders have not appointed a successor Agent in accordance with paragraph (bclause 31.11(b) above within 30 days after notice of resignation was given, the Agent (after consultation with the BorrowerCompany) may appoint a successor Agent (acting through an office in Hong Kong or Macauthe United Kingdom). (d) If the Agent wishes to resign because (acting reasonably) it has concluded that it is no longer appropriate for it to remain as agent and the Agent is entitled to appoint a successor Agent under paragraph (c) aboveclause 31.11(c), the Agent may (if it concludes (acting reasonably) that it is necessary to do so in order to persuade the proposed successor Agent to become a party to this Agreement as Agent) agree with the proposed successor Agent amendments to this Clause 28 clause 31 and any other term of this Agreement dealing with the rights or obligations of the Agent consistent with then current market practice for the appointment and protection of corporate trusteestrustees together with any reasonable amendments to the agency fee payable under this Agreement which are consistent with the successor Agent’s normal fee rates and those amendments will bind the Parties. (e) The retiring Agent shall, at its own cost, make available to the successor Agent such documents and records and provide such assistance as the successor Agent may reasonably request for the purposes of performing its functions as Agent under the Finance Documents. (f) The Agent’s resignation notice shall only take effect upon the appointment of a successor in accordance with the Finance Documents (including such successor’s accession to the Intercreditor Agreement in the capacity as Agent). (g) Upon the appointment of a successor, the retiring Agent shall be discharged from any further obligation in respect of the Finance Documents (other than its obligations under paragraph (e) above) but shall remain entitled to the benefit of Clause 17.3 (Indemnity to the Agent) and this Clause 28 (and any agency fees for the account of the retiring Agent shall cease to accrue from (and shall be payable on) that date)clause 31. Its Any successor and each of the other Parties shall have the same rights and obligations amongst themselves as they would have had if such successor had been an original Party. (h) The Agent shall resign in accordance After consultation with paragraph (b) above (andthe Company, to the extent applicable, shall use reasonable endeavours to appoint a successor Agent pursuant to paragraph (b) above) if on or after the date which is three months before the earliest FATCA Application Date relating to any payment to the Agent under the Finance Documents, either: (i) the Agent fails to respond to a request under Clause 15.8 (FATCA Information) and the Borrower or a Lender reasonably believes that the Agent will not be (or will have ceased to be) a FATCA Exempt Party on or after that FATCA Application Date; (ii) the information supplied by the Agent pursuant to Clause 15.8 (FATCA Information) indicates that the Agent will not be (or will have ceased to be) a FATCA Exempt Party on or after that FATCA Application Date; or (iii) the Agent notifies the Borrower and the Majority Lenders that the Agent will not be (or will have ceased to be) a FATCA Exempt Party on or after that FATCA Application Date; and (in each case) the Borrower or a Lender reasonably believes that a Party will be required to make a FATCA Deduction that would not be required if the Agent were a FATCA Exempt Party, and the Borrower or that Lendermay, by notice to the Agent, requires require it to resignresign in accordance with clause 31.11(b). In this event, the Agent shall resign in accordance with clause 31.11(b).

Resignation of the Agent. (a) The Agent may resign and appoint one of its Affiliates acting through an office in Hong Kong the United Kingdom or Macau Europe as successor by giving notice to the Lenders and the Borrower, subject to (i) receipt of all necessary authorisations from the U.S. Department of State and the Department and (ii) such successor Agent agreeing to become bound to the Assurance Letter in accordance with its terms. (b) Alternatively Alternatively, the Agent may resign by giving thirty (30) days’ notice to the Lenders and the Borrower, in which case the Majority Lenders (after consultation with the Borrower) may appoint a successor Agent, subject to (i) receipt of all necessary authorisations from the U.S. Department of State and the Department and (ii) such replacement Agent agreeing to become bound to the Assurance Letter in accordance with its terms. (c) If the Majority Lenders have not appointed a successor Agent in accordance with paragraph (b) above within 30 twenty (20) days after notice of resignation was given, the retiring Agent (after consultation with the Borrower) may appoint a successor Agent (acting through an office in Hong Kong the United Kingdom or Macau)Europe) subject receipt of all necessary authorisations from the U.S. Department of State and the Department. (d) If the Agent wishes to resign because (acting reasonably) it has concluded that it is no longer appropriate for it to remain as agent and the Agent is entitled to appoint a successor Agent under paragraph (c) above, the Agent may (if it concludes (acting reasonably) that it is necessary to do so in order to persuade the proposed successor Agent to become a party to this Agreement as Agent) agree with the proposed successor Agent amendments to this Clause 28 25 and any other term of this Agreement dealing with the rights or obligations of the Agent consistent with then current market practice for the appointment and protection of corporate trusteestrustees together with any reasonable amendments to the agency fee payable under this Agreement which are consistent with the successor Agent’s normal fee rates and those amendments will bind the Parties. (e) The retiring Agent shall, shall at its own cost, cost make available to the successor Agent such documents and records and provide such assistance as the successor Agent may reasonably request for the purposes of performing its functions as Agent under the Finance Documents. The Borrower shall, within three (3) Business Days of demand, reimburse the retiring Agent for the amount of all costs and expenses (including legal fees) properly incurred by it in making available such documents and records and providing such assistance. (f) The Agent’s resignation notice shall only take effect upon the appointment of a successor in accordance with the Finance Documents (including such successor’s accession to the Intercreditor Agreement in the capacity as Agent). (g) Upon the appointment of a successor, the retiring Agent shall be discharged from any further obligation in respect of the Finance Documents (other than its obligations under paragraph (e) above) but shall remain entitled to the benefit of Clause 17.3 14.3 (Indemnity to the Agent) and this Clause 28 25 (and any agency fees for the account of the retiring Agent shall cease to accrue from (and shall be payable on) that date). Its Any successor and each of the other Parties shall have the same rights and obligations amongst themselves as they would have had if such successor had been an original Party. (h) After consultation with the Borrower, the Majority Lenders may, by notice to the Agent, require it to resign in accordance with paragraph (b) above. In this event, the Agent shall resign in accordance with paragraph (b) above. (i) The Agent shall resign in accordance with paragraph (b) above (and, to the extent applicable, shall use reasonable endeavours to appoint a successor Agent pursuant to paragraph (bc) above) if on or after the date which is (3) three months before the earliest FATCA Application Date relating to any payment to the Agent under the Finance Documents, either: (i) the Agent fails to respond to a request under Clause 15.8 12.8 (FATCA Informationinformation) and the Borrower or a Lender reasonably believes that the Agent will not be (or will have ceased to be) a FATCA Exempt Party on or after that FATCA Application Date; (ii) the information supplied by the Agent pursuant to Clause 15.8 12.8 (FATCA Informationinformation) indicates that the Agent will not be (or will have ceased to be) a FATCA Exempt Party on or after that FATCA Application Date; or (iii) the Agent notifies the Borrower and the Lenders that the Agent will not be (or will have ceased to be) a FATCA Exempt Party on or after that FATCA Application Date; and (in each case) the Borrower or a Lender reasonably believes that a Party will be required to make a FATCA Deduction that would not be required if the Agent were a FATCA Exempt Party, and the Borrower or that Lender▇▇▇▇▇▇, by notice to the Agent, requires it to resign.

Resignation of the Agent. (a) The Agent may resign and appoint one of its Affiliates acting through an office in Hong Kong or Macau as successor by giving notice to the Lenders and the BorrowerParent. (b) Alternatively the Agent may resign by giving 30 days notice to the Lenders and the BorrowerParent, in which case the Majority Lenders (after consultation with the BorrowerParent) may appoint a successor Agent. (c) If the Majority Lenders have not appointed a successor Agent in accordance with paragraph (b) above within 30 20 days after notice of resignation was given, the retiring Agent (after consultation with the BorrowerParent) may subject to paragraph (g) below, appoint a successor Agent (acting through an office in Hong Kong or Macau)Agent. (d) If the Agent wishes to resign because (acting reasonably) it has concluded that it is no longer appropriate for it to remain as agent and the Agent is entitled to appoint a successor Agent under paragraph (c) above, the Agent may (if it concludes (acting reasonably) that it is necessary to do so in order to persuade the proposed successor Agent to become a party to this Agreement as AgentAgreement) agree with the proposed successor Agent amendments to this Clause 28 32 and any other term of this Agreement dealing with the rights or obligations of the Agent consistent with then current market practice for the appointment and protection of corporate trusteestrustees together with any reasonable amendments to the agency fee payable under this Agreement which are consistent with the successor Agent’s normal fee rates and those amendments will bind the Parties. (e) The retiring Agent shall, at its own cost, make available to the successor Agent such documents and records and provide such assistance as the successor Agent may reasonably request for the purposes of performing its functions as Agent under the Finance Documents. (f) The Subject to paragraph (g) below, the Agent’s resignation notice shall only take effect upon the appointment of a successor in accordance with the Finance Documents (including such successor’s accession to the Intercreditor Agreement in the capacity as Agent). (g) Upon If no successor Agent has been appointed within 30 days after notice of resignation was given, the retiring Agent’s resignation shall nevertheless become effective from the date falling 30 days after notice of resignation was given and the Lenders shall perform all the duties of the Agent under the Finance Documents until such time as the Majority Lenders appoint a successor Agent. (h) Subject to paragraph (g) above, upon the appointment of a successor, the retiring Agent shall be discharged from any further obligation in respect of the Finance Documents (other than its obligations under paragraph (e) above) but shall remain entitled to the benefit of Clause 17.3 (Indemnity to the Agent) and this Clause 28 (and any agency fees for the account of the retiring Agent shall cease to accrue from (and shall be payable on) that date)32. Its Any successor and each of the other Parties shall have the same rights and obligations amongst themselves as they would have had if such successor had been an original Party. (h) The Agent shall resign in accordance with paragraph (b) above (and, to the extent applicable, shall use reasonable endeavours to appoint a successor Agent pursuant to paragraph (b) above) if on or after the date which is three months before the earliest FATCA Application Date relating to any payment to the Agent under the Finance Documents, either: (i) the Agent fails to respond to a request under Clause 15.8 (FATCA Information) and the Borrower or a Lender reasonably believes that the Agent will not be (or will have ceased to be) a FATCA Exempt Party on or after that FATCA Application Date; (ii) the information supplied by the Agent pursuant to Clause 15.8 (FATCA Information) indicates that the Agent will not be (or will have ceased to be) a FATCA Exempt Party on or after that FATCA Application Date; or (iii) the Agent notifies the Borrower and the Lenders that the Agent will not be (or will have ceased to be) a FATCA Exempt Party on or after that FATCA Application Date; and (in each case) the Borrower or a Lender reasonably believes that a Party will be required to make a FATCA Deduction that would not be required if the Agent were a FATCA Exempt Party, and the Borrower or that Lender, by notice to the Agent, requires it to resign.

Resignation of the Agent. (a) The Agent may resign and appoint one of its Affiliates acting through an office in Hong Kong the United Kingdom or Macau the Netherlands as successor by giving notice to the Lenders other Finance Parties and the BorrowerCompany. (b) Alternatively the Agent may resign by giving notice to the Lenders other Finance Parties and the BorrowerCompany, in which case the Majority Lenders (after consultation with the BorrowerCompany) may appoint a successor Agent. (c) If the Majority Lenders have not appointed a successor Agent in accordance with paragraph (b) above within 30 20 days after notice of resignation was given, the retiring Agent (after consultation with the BorrowerCompany) may appoint a successor Agent (acting through an office in Hong Kong the United Kingdom or Macauthe Netherlands). (d) If the Agent wishes to resign because (acting reasonably) it has concluded that it is no longer appropriate for it to remain as agent and the Agent is entitled to appoint a successor Agent under paragraph (c) above, the Agent may (if it concludes (acting reasonably) that it is necessary to do so in order to persuade the proposed successor Agent to become a party to this Agreement as Agent) agree agree, following consultation with the Company and the proposed successor Agent Agent, amendments to this Clause 28 27 and any other term of this Agreement dealing specifically with the rights or obligations of the Agent consistent with then current market practice for the appointment and protection of corporate trusteestrustees and agents together with any reasonable amendments to the agency fee payable under this Agreement which are consistent with the successor Agent’s normal fee rates in respect of an agency appointment similar to that under this Agreement and those amendments will bind the Parties. (e) The retiring Agent shall, at its own cost, make available to the successor Agent such documents and records and provide such assistance as the successor Agent may reasonably request for the purposes of performing its functions as Agent under the Finance Documents. (f) The Agent’s resignation notice shall only take effect upon the appointment of a successor in accordance with the Finance Documents (including such successor’s accession to the Intercreditor Agreement in the capacity as Agent). (g) Upon the appointment of a successor, the retiring Agent shall be discharged from any further obligation in respect of the Finance Documents (other than its obligations obligation under paragraph (e) above) but shall remain entitled to the benefit of Clause 17.3 16.3 (Indemnity to the Agent) and this Clause 28 27 (and any agency fees for the account of the retiring Agent shall cease to accrue from (and shall be payable on) that date). Its successor and each of the other Parties shall have the same rights and obligations amongst themselves as they would have had if such successor had been an original Party. (h) The Agent shall resign in accordance with paragraph (b) above (and, to the extent applicable, shall use reasonable endeavours to appoint a successor Agent pursuant to paragraph (b) above) if on or after the date which is three months before the earliest FATCA Application Date relating to any payment to the Agent under the Finance Documents, either: (i) the Agent fails to respond to a request under Clause 15.8 (FATCA Information) and the Borrower or a Lender reasonably believes that the Agent will not be (or will have ceased to be) a FATCA Exempt Party on or after that FATCA Application Date; (ii) the information supplied by the Agent pursuant to Clause 15.8 (FATCA Information) indicates that the Agent will not be (or will have ceased to be) a FATCA Exempt Party on or after that FATCA Application Date; or (iii) the Agent notifies the Borrower and the Lenders that the Agent will not be (or will have ceased to be) a FATCA Exempt Party on or after that FATCA Application Date; and (in each case) the Borrower or a Lender reasonably believes that a Party will be required to make a FATCA Deduction that would not be required if the Agent were a FATCA Exempt Party, and the Borrower or that Lender, by notice to the Agent, requires it to resign.

Resignation of the Agent. (a) The Agent may resign and appoint one of its Affiliates acting through an office in Hong Kong or Macau Singapore as successor by giving notice to the Lenders and the BorrowerCompany. (b) Alternatively the Agent may resign by giving 30 days' notice to the Lenders and the BorrowerCompany, in which case the Majority Lenders (after consultation with the BorrowerCompany) may appoint a successor Agent. (c) If the Majority Lenders have not appointed a successor Agent in accordance with paragraph (b) above within 30 20 days after notice of resignation was given, the retiring Agent (after consultation with the BorrowerCompany) may appoint a successor Agent (acting through an office in Hong Kong or MacauSingapore). (d) If the Agent wishes to resign because (acting reasonably) it has concluded that it is no longer appropriate for it to remain as agent and the Agent is entitled to appoint a successor Agent under paragraph (c) above, the Agent may (if it concludes (acting reasonably) that it is necessary to do so in order to persuade the proposed successor Agent to become a party to this Agreement as Agent) agree with the proposed successor Agent amendments to this Clause 28 30 and any other term of this Agreement dealing with the rights or obligations of the Agent consistent with then current market practice for the appointment and protection of corporate trusteestrustees together with any reasonable amendments to the agency fee payable under this Agreement which are consistent with the successor Agent's normal fee rates and those amendments will bind the Parties. (e) The retiring Agent shall, at its own cost, shall make available to the successor Agent such documents and records and provide such assistance as the successor Agent may reasonably request for the purposes of performing its functions as Agent under the Finance Documents. The Company shall, within three Business Days of demand, reimburse the retiring Agent for the amount of all costs and expenses (including legal fees) properly incurred by it in making available such documents and records and providing such assistance. (f) The Agent’s 's resignation notice shall only take effect upon the appointment of a successor in accordance with the Finance Documents (including such successor’s accession to the Intercreditor Agreement in the capacity as Agent). (g) Upon the appointment of a successor, the retiring Agent shall be discharged from any further obligation in respect of the Finance Documents (other than its obligations under paragraph (e) above) but shall remain entitled to the benefit of Clause 17.3 16.3 (Indemnity to the Agent) and this Clause 28 29 (Changes to the Obligors) (and any agency fees for the account of the retiring Agent shall cease to accrue from (and shall be payable on) that date). Its Any successor and each of the other Parties shall have the same rights and obligations amongst themselves as they would have had if such successor had been an original Party. (h) The Agent shall must resign in accordance with paragraph (b) above (and, to the extent applicable, shall must use reasonable endeavours to appoint a successor Agent pursuant to paragraph (bc) above) if on or after the date which is three months before the earliest FATCA Application Date relating to any payment to the Agent under the Finance Documents, either:: 0081727-0000042 SN:12155633.21 153 (i) the Agent fails to respond to a request under Clause 15.8 14.7 (FATCA Informationinformation) and the Borrower Company or a Lender reasonably believes that the Agent will not be (or will have ceased to be) a FATCA Exempt Party on or after that FATCA Application Date; (ii) the information supplied by the Agent pursuant to Clause 15.8 14.7 (FATCA Informationinformation) indicates that the Agent will not be (or will have ceased to be) a FATCA Exempt Party on or after that FATCA Application Date; or (iii) the Agent notifies the Borrower Company and the Lenders that the Agent will not be (or will have ceased to be) a FATCA Exempt Party on or after that FATCA Application Date; and (in each case) the Borrower Company or a Lender reasonably believes that a Party will be required to make a FATCA Deduction that would not be required if the Agent were a FATCA Exempt Party, and the Borrower or that Lender, by notice to the Agent, requires it to resign.

Resignation of the Agent. (a) The Agent may resign and appoint one of its Affiliates acting through an office in Hong Kong or Macau the United Kingdom as successor by giving notice to the Lenders and the BorrowerParent. (b) Alternatively the Agent may resign by giving 30 days notice to the Lenders and the BorrowerParent, in which case the Majority Lenders (after consultation with the BorrowerParent) may appoint a successor Agent. (c) If the Majority Lenders have not appointed a successor Agent in accordance with paragraph (b) above within 30 20 days after notice of resignation was given, the retiring Agent (after consultation with the BorrowerParent) may appoint a successor Agent (acting through an office in Hong Kong or Macauthe United Kingdom). (d) If the Agent wishes to resign because (acting reasonably) it has concluded that it is no longer appropriate for it to remain as agent and the Agent is entitled to appoint a successor Agent under paragraph (c) above, the Agent may (if it concludes (acting reasonably) that it is necessary to do so in order to persuade the proposed successor Agent to become a party to this Agreement as Agent) agree with the proposed successor Agent amendments to this Clause 28 29 and any other term of this Agreement dealing with the rights or obligations of the Agent (other than matters pertaining to compensation of the Agent by the Borrower) consistent with then current market practice for the appointment and protection of corporate trusteestrustees and those amendments will bind the Parties. (e) The retiring Agent shall, at its own cost, make available to the successor Agent such documents and records and provide such assistance as the successor Agent may reasonably request for the purposes of performing its functions as Agent under the Finance Documents. (f) The Agent’s resignation notice shall only take effect upon the appointment of a successor in accordance with the Finance Documents (including such successor’s accession to the Intercreditor Agreement in the capacity as Agent). (g) Upon the appointment of a successor, the retiring Agent shall be discharged from any further obligation in respect of the Finance Documents (other than its obligations under paragraph (e) above) but shall remain entitled to the benefit of Clause 17.3 (Indemnity to the Agent) and this Clause 28 (and any agency fees for the account of the retiring Agent shall cease to accrue from (and shall be payable on) that date)29. Its Any successor and each of the other Parties shall have the same rights and obligations amongst themselves as they would have had if such successor had been an original Party. (h) The Agent shall resign in accordance with paragraph (b) above (and, to the extent applicable, shall use reasonable endeavours to appoint a successor Agent pursuant to paragraph (b) above) if on or after the date which is three months before the earliest FATCA Application Date relating to any payment to the Agent under the Finance Documents, either: (i) the Agent fails to respond to a request under Clause 15.8 (FATCA Information) and the Borrower or a Lender reasonably believes that the Agent will not be (or will have ceased to be) a FATCA Exempt Party on or after that FATCA Application Date; (ii) the information supplied by the Agent pursuant to Clause 15.8 (FATCA Information) indicates that the Agent will not be (or will have ceased to be) a FATCA Exempt Party on or after that FATCA Application Date; or (iii) the Agent notifies the Borrower and the Lenders that the Agent will not be (or will have ceased to be) a FATCA Exempt Party on or after that FATCA Application Date; and (in each case) the Borrower or a Lender reasonably believes that a Party will be required to make a FATCA Deduction that would not be required if the Agent were a FATCA Exempt Party, and the Borrower or that Lender, by notice to the Agent, requires it to resign.

Resignation of the Agent. (a) Successor Agent. The Agent may resign and appoint one of its Affiliates acting through an office in Hong Kong or Macau ----------------------------------------- as successor by giving the Agent upon 20 days' notice to the Lenders Banks and, unless a Default of the type referred to in Section 9.05 has occurred and is continuing, to the Borrower. (b) Alternatively . Upon the Agent may resign by giving notice to resignation of the Lenders and Agent, the Borrower, in which case Required Banks shall appoint from among the Majority Lenders (after consultation with the Borrower) may appoint a successor Agent. (c) If the Majority Lenders have not appointed Banks a successor Agent in accordance with paragraph which is a bank or a trust company for the Banks subject, to the extent that no payment Default or Event of Default has occurred and is then continuing, to prior approval by the Borrower (b) above such approval not to be unreasonably withheld or delayed), whereupon such successor agent shall succeed to the rights, powers and duties of the Agent, and the term "Agent" shall include such successor agent effective upon its appointment, and the resigning Agent's rights, powers and duties as the Agent shall be terminated, without any other or further act or deed on the part of such former Agent or any of the parties to this Agreement. If a successor Agent shall not have been so appointed within 30 days such 20 day period after the date such notice of resignation was givengiven by the Agent, the Agent's resignation shall become effective and the Banks shall thereafter perform all duties of the Agent (after consultation with hereunder and/or under any other Credit Documents until such time, if any, as the Borrower) may Required Banks appoint a successor Agent (acting through an office in Hong Kong or Macau). (d) If as provided above. After the Agent wishes to resign because (acting reasonably) it has concluded that it is no longer appropriate for it to remain as agent and the Agent is entitled to appoint a successor Agent under paragraph (c) above, the Agent may (if it concludes (acting reasonably) that it is necessary to do so in order to persuade the proposed successor Agent to become a party to this Agreement as Agent) agree with the proposed successor Agent amendments to this Clause 28 and any other term of this Agreement dealing with the rights or obligations resignation of the Agent consistent with then current market practice for hereunder, the appointment and protection provisions of corporate trustees (e) The retiring Agent shall, at this Section 11 shall inure to its own cost, make available benefit as to the successor Agent such documents and records and provide such assistance as the successor Agent may reasonably request for the purposes of performing its functions as any actions taken or omitted to be taken by it while it was Agent under the Finance Documentsthis Agreement. (f) The Agent’s resignation notice shall only take effect upon the appointment of a successor in accordance with the Finance Documents (including such successor’s accession to the Intercreditor Agreement in the capacity as Agent). (g) Upon the appointment of a successor, the retiring Agent shall be discharged from any further obligation in respect of the Finance Documents (other than its obligations under paragraph (e) above) but shall remain entitled to the benefit of Clause 17.3 (Indemnity to the Agent) and this Clause 28 (and any agency fees for the account of the retiring Agent shall cease to accrue from (and shall be payable on) that date). Its successor and each of the other Parties shall have the same rights and obligations amongst themselves as they would have had if such successor had been an original Party. (h) The Agent shall resign in accordance with paragraph (b) above (and, to the extent applicable, shall use reasonable endeavours to appoint a successor Agent pursuant to paragraph (b) above) if on or after the date which is three months before the earliest FATCA Application Date relating to any payment to the Agent under the Finance Documents, either: (i) the Agent fails to respond to a request under Clause 15.8 (FATCA Information) and the Borrower or a Lender reasonably believes that the Agent will not be (or will have ceased to be) a FATCA Exempt Party on or after that FATCA Application Date; (ii) the information supplied by the Agent pursuant to Clause 15.8 (FATCA Information) indicates that the Agent will not be (or will have ceased to be) a FATCA Exempt Party on or after that FATCA Application Date; or (iii) the Agent notifies the Borrower and the Lenders that the Agent will not be (or will have ceased to be) a FATCA Exempt Party on or after that FATCA Application Date; and (in each case) the Borrower or a Lender reasonably believes that a Party will be required to make a FATCA Deduction that would not be required if the Agent were a FATCA Exempt Party, and the Borrower or that Lender, by notice to the Agent, requires it to resign.

Resignation of the Agent. (aA) The Agent may resign and appoint one of its Affiliates acting through an office in Hong Kong or Macau as successor by giving notice to the Lenders and the Borrower. (bB) Alternatively the Agent may resign by giving 30 days’ notice to the Lenders and the Borrower, in which case the Majority Lenders (after consultation with the Borrower) may appoint a successor Agent. (cC) If the Majority Lenders have not appointed a successor Agent in accordance with paragraph (bClause 34.12(B) above within 30 days after notice of resignation was given, the retiring Agent (after consultation with the Borrower) may appoint a successor Agent (acting through an office in Hong Kong or Macau)Agent. (dD) If the Agent wishes to resign because (acting reasonably) it has concluded that it is no longer appropriate for it to remain as agent Agent and the Agent is entitled to appoint a successor Agent under paragraph (cClause 34.12(C) above, the Agent may (if it concludes (acting reasonably) that it is necessary to do so in order to persuade the proposed successor Agent to become a party to this Agreement as Agent) agree with the proposed successor Agent amendments to this Clause 28 34 (Role of the Agent and the Arrangers) and any other term of this Agreement dealing with the rights or obligations of the Agent consistent with then current market practice for the appointment and protection of corporate trusteestrustees together with any reasonable amendments to the agency fee payable under this Agreement which are consistent with the successor Agent’s normal fee rates and those amendments will bind the Parties. (eE) The retiring Agent shall, shall (at its own cost, cost if it is an Impaired Agent and otherwise at the expense of the Lenders) make available to the successor Agent such documents and records and provide such assistance as the successor Agent may reasonably request for the purposes of performing its functions as Agent under the Finance Documents. (fF) The Agent’s resignation notice shall only take effect upon the appointment of a successor in accordance with the Finance Documents (including such successor’s accession to the Intercreditor Agreement in the capacity as Agent). (gG) Upon the appointment of a successor, the retiring Agent shall be discharged from any further obligation in respect of the Finance Documents (other than its obligations under paragraph (eClause 34.12(E) above) but shall remain entitled to the benefit of Clause 17.3 14.3 (Indemnity to the Agent) and this Clause 28 34 (Role of the Agent and the Arrangers) (and any agency fees for the account of the retiring Agent shall cease to accrue from (and shall be payable on) that date). Its Any successor and each of the other Parties shall have the same rights and obligations amongst themselves as they would have had if such successor had been an original Party. (hH) After consultation with the Borrower, the Majority Lenders may, by notice to the Agent (or, at any time the Agent is an Impaired Agent, by giving any shorter notice determined by the Majority Lenders), require it to resign in accordance with Clause 34.12(B) above. In this event, the Agent shall resign in accordance with Clause 34.12(B) above. (I) The Agent shall resign in accordance with paragraph (bClause 34.12(B) above (and, to the extent applicable, shall use reasonable endeavours to appoint a successor Agent pursuant to paragraph (bClause 34.12(B) above) if on or after the date which is three months before the earliest FATCA Application Date relating to any payment to the Agent under the Finance Documents, either: (i1) the Agent fails to respond to a request under Clause 15.8 12.8 (FATCA Information) and the Borrower or a Lender reasonably believes that the Agent will not be (or will have ceased to be) a FATCA Exempt Party on or after that FATCA Application Date; (ii2) the information supplied by the Agent pursuant to Clause 15.8 12.8 (FATCA Information) indicates that the Agent will not be (or will have ceased to be) a FATCA Exempt Party on or after that FATCA Application Date; or (iii3) the Agent notifies the Borrower and the Lenders that the Agent will not be (or will have ceased to be) a FATCA Exempt Party on or after that FATCA Application Date; and (in each case) the Borrower or a Lender reasonably believes that a Party will be required to make a FATCA Deduction that would not be required if the Agent were a FATCA Exempt Party, and the Borrower or that Lender, by notice to the Agent, requires it to resign. (J) Any successor Agent and each of the other Parties shall have the same rights and obligations amongst themselves as they would have had if such successor had been a party to the Agreement on the date of the Agreement.

Resignation of the Agent. (a) The Agent may resign and appoint one of its Affiliates acting through an office in Hong Kong the United Kingdom or Macau France as successor by giving notice to the Lenders and the BorrowerObligors’ Agent. (b) Alternatively the Agent may resign by giving 30 days' notice to the Lenders and the BorrowerObligors’ Agent, in which case the Majority Lenders (after consultation with the BorrowerObligors’ Agent) may appoint a successor AgentAgent which must not be incorporated, established, domiciled or acting through an office situated in a Non-Cooperative Jurisdiction. (c) If any amount payable under a Finance Document by a French Obligor ceases to be deductible from that Obligor's taxable income for French tax purposes by reason of that amount: (i) being paid or accrued to an Agent incorporated, domiciled, established or acting through an office situated in a Non-Cooperative Jurisdiction; or (ii) paid to an account opened in the name of that Agent in a financial institution situated in a Non-Cooperative Jurisdiction, the Obligors’ Agent may, by no less than 30 days' prior notice to the Agent replace the Agent by requiring the Lenders to appoint a replacement Agent. In this case, the Agent shall resign and a replacement Agent shall be appointed by the Majority Lenders within 30 days after notice of replacement was given. (d) If the Majority Lenders have not appointed a successor Agent in accordance with paragraph (b) above within 30 20 days after notice of resignation was given, the retiring Agent (after consultation with the BorrowerObligors’ Agent) may appoint a successor Agent (acting through an office in Hong Kong the United Kingdom or MacauFrance). (de) If the Agent wishes to resign because (acting reasonably) it has concluded that it is no longer appropriate for it to remain as agent and the Agent is entitled to appoint a successor Agent under paragraph (cd) above, the Agent may (if it concludes (acting reasonably) that it is necessary to do so in order to persuade the proposed successor Agent to become a party to this Agreement as Agent) agree with the proposed successor Agent amendments to this Clause 28 32 and any other term of this Agreement dealing with the rights or obligations of the Agent consistent with then current market practice for the appointment and protection of corporate trusteestrustees together with any reasonable amendments to the agency fee payable under this Agreement which are consistent with the successor Agent's normal fee rates and those amendments will bind the Parties. (ef) The retiring Agent shall, at its own cost, shall make available to the successor Agent such documents and records and provide such assistance as the successor Agent may reasonably request for the purposes of performing its functions as Agent under the Finance Documents. The Obligors’ Agent shall, within three Business Days of demand, reimburse the retiring Agent for the amount of all costs and expenses (including legal fees) properly incurred by it in making available such documents and records and providing such assistance. (fg) The Agent’s 's resignation notice shall only take effect upon the appointment of a successor in accordance with the Finance Documents (including such successor’s accession to the Intercreditor Agreement in the capacity as Agent). (gh) Upon the appointment of a successor, the retiring Agent shall be discharged from any further obligation in respect of the Finance Documents (other than its obligations under paragraph (ef) above) but shall remain entitled to the benefit of Clause 17.3 20.3 (Indemnity to the Agent) and this Clause 28 32 (and any agency fees for the account of the retiring Agent shall cease to accrue from (and shall be payable on) that date). Its Any successor and each of the other Parties shall have the same rights and obligations amongst themselves as they would have had if such successor had been an original Party. (hi) The Agent shall resign in accordance with paragraph (b) above (and, to the extent applicable, shall use reasonable endeavours to appoint a successor Agent pursuant to paragraph (bd) above) if on or after the date which is three months before the earliest FATCA Application Date relating to any payment to the Agent under the Finance Documents, either: (i) the Agent fails to respond to a request under Clause 15.8 18.8 (FATCA Information) and the Borrower Obligors’ Agent or a Lender reasonably believes that the Agent will not be (or will have ceased to be) a FATCA Exempt Party on or after that FATCA Application Date; (ii) the information supplied by the Agent pursuant to Clause 15.8 18.8 (FATCA Information) indicates that the Agent will not be (or will have ceased to be) a FATCA Exempt Party on or after that FATCA Application Date; or (iii) the Agent notifies the Borrower Obligors’ Agent and the Lenders that the Agent will not be (or will have ceased to be) a FATCA Exempt Party on or after that FATCA Application Date; and (in each case) the Borrower Obligors’ Agent or a Lender reasonably believes that a Party will be required to make a FATCA Deduction that would not be required if the Agent were a FATCA Exempt Party, and the Borrower Obligors’ Agent or that Lender, by notice to the Agent, requires it to resign.

Resignation of the Agent. (a) The Agent may resign and appoint one of its Affiliates acting through an office in Hong Kong or Macau the United Kingdom as successor by giving notice to the Lenders other Finance Parties and the BorrowerCompany. (b) Alternatively the Agent may resign by giving notice to the Lenders and the Borrower, in which case the Majority Lenders (after consultation with the Borrower) may appoint a successor Agent. (c) If the Majority Lenders have not appointed a successor Agent in accordance with paragraph (b) above within 30 days after notice of resignation was given, the Agent (after consultation with the Borrower) may appoint a successor Agent (acting through an office in Hong Kong or Macau). (d) If the Agent wishes to resign because (acting reasonably) it has concluded that it is no longer appropriate for it to remain as agent and the Agent is entitled to appoint a successor Agent under paragraph (c) aboveAgent, the Agent may may, without consultation with or consent of the Company and the Noteholders (if it concludes (acting reasonably) that it is necessary to do so in order to persuade the proposed successor Agent to become a party to this Agreement as Agent) ), agree with the proposed successor Agent amendments to this Clause 28 30 and any other term of this Agreement dealing with the rights or obligations of the Agent consistent with then the current market practice for the appointment and protection of corporate trusteestrustees together with any reasonable amendments to the agency fee payable under this Agreement which are consistent with the successor Agent’s normal fee rates and those amendments will bind the Parties. (c) Alternatively the Agent may resign by giving 30 days’ notice to the other Finance Parties and the Company, in which case the Majority Noteholders (after consultation with the Company) may appoint a successor Agent acting through an office in the United Kingdom. (d) If the Majority Noteholders have not appointed a successor Agent in accordance with paragraph (b) above within 20 days after notice of resignation was given, the retiring Agent (after consultation with the Company) may appoint a successor Agent (acting through an office in the United Kingdom). (e) The retiring Agent shall, at its own cost, make available to the successor Agent such documents and records and provide such assistance as the successor Agent may reasonably request for the purposes of performing its functions as Agent under the Finance Documents. Any of the above listed documents shall be provided at the cost of the retiring Agent provided that the Agent resigns by its own decision (and, for the avoidance of doubt, not in the event that the Majority Noteholders require it to resign pursuant to paragraph (a) of Clause 30.12 (Replacement of the Agent)). (f) The Agent’s resignation notice shall only take effect upon the appointment of a successor in accordance with the Finance Documents (including such successor’s accession to the Intercreditor Agreement in the capacity as Agent). (g) Upon the appointment of a successor, the retiring Agent shall be discharged from any further obligation in respect of the Finance Documents (other than its obligations under paragraph (e) above) but shall remain entitled to the benefit of Clause 17.3 (Indemnity to the Agent) and this Clause 28 (and any agency fees for the account of the retiring Agent shall cease to accrue from (and shall be payable on) that date)30. Its successor and each of the other Parties shall have the same rights and obligations amongst themselves as they would have had if such successor had been an original Party. (h) The Agent shall resign in accordance with paragraph (b) above (and, to the extent applicable, shall use reasonable endeavours to appoint a successor Agent pursuant to paragraph (bc) above) if on or after the date which is three months Months before the earliest FATCA Application Date relating to any payment to the Agent under the Finance DocumentsDocument, either: (i) the Agent fails to respond to a request under Clause 15.8 16.9 (FATCA Informationinformation) and the Borrower Company or a Lender Noteholder reasonably believes that the Agent will not be (or will have ceased to be) a FATCA Exempt Party on or after that FATCA Application Date; (ii) the information supplied by the Agent pursuant to Clause 15.8 16.9 (FATCA Informationinformation) indicates that the Agent will not be (or will have ceased to be) a FATCA Exempt Party on or after that FATCA Application Date; or (iii) the Agent notifies the Borrower Company and the Lenders Noteholders that the Agent will not be (or will have ceased to be) a FATCA Exempt Party on or after that FATCA Application Date; and (in each case) the Borrower Company or a Lender Noteholder reasonably believes that a Party will be required to make a FATCA Deduction that would not be required if the Agent were a FATCA Exempt Party, and the Borrower Company or that LenderNoteholder, by notice to the Agent, requires it to resign.

Resignation of the Agent. (a) The Agent may resign and appoint one of its Affiliates acting through an office in Hong Kong or Macau the United Kingdom as successor by giving notice to the Lenders other Finance Parties and the BorrowerCompany. (b) Alternatively the Agent may resign by giving 30 days’ notice to the Lenders other Finance Parties and the BorrowerCompany, in which case the Majority Lenders (after consultation with the BorrowerCompany) may appoint a successor Agent. (c) If the Majority Lenders have not appointed a successor Agent in accordance with paragraph (b) above within 30 20 days after notice of resignation was given, the retiring Agent (after consultation with the BorrowerCompany) may appoint a successor Agent (acting through an office in Hong Kong or Macauthe United Kingdom). (d) If the Agent wishes to resign because (acting reasonably) it has concluded that it is no longer appropriate for it to remain as agent and the Agent is entitled to appoint a successor Agent under paragraph (c) above, the Agent may (if it concludes (acting reasonably) that it is necessary to do so in order to persuade the proposed successor Agent to become a party to this Agreement as Agent) agree with the proposed successor Agent amendments to this Clause 28 27 and any other term of this Agreement dealing with the rights or obligations of the Agent consistent with then the current market practice for the appointment and protection of corporate trusteestrustees together with any reasonable amendments to the agency fee payable under this Agreement which are consistent with the successor Agent’s normal fee rates and those amendments will bind the Parties subject to the prior consent of the Company (such consent not to be unreasonably withheld or delayed). (e) The retiring Agent shall, at its own cost, make available to the successor Agent such documents and records and provide such assistance as the successor Agent may reasonably request for the purposes of performing its functions as Agent under the Finance Documents. (f) The Agent’s resignation notice shall only take effect upon the appointment of a successor in accordance with the Finance Documents (including such successor’s accession to the Intercreditor Agreement in the capacity as Agent). (g) Upon the appointment of a successor, the retiring Agent shall be discharged from any further obligation in respect of the Finance Documents (other than its obligations under paragraph (e) above) but shall remain entitled to the benefit of Clause 17.3 (Indemnity to the Agent) and this Clause 28 (and any agency fees for the account of the retiring Agent shall cease to accrue from (and shall be payable on) that date)27. Its Any successor and each of the other Parties shall have the same rights and obligations amongst themselves as they would have had if such successor had been an original Party. (h) After consultation with the Company, the Majority Lenders may, by notice to the Agent, require it to resign in accordance with paragraph (b) above. In this event, the Agent shall resign in accordance with paragraph (b) above. (i) The Agent shall resign in accordance with paragraph (b) above (and, to the extent applicable, shall use reasonable endeavours to appoint a successor Agent pursuant to paragraph (b) above) if on or after the date which is three months before the earliest FATCA Application Date relating to any payment to the Agent under the Finance Documents, either: (ij) the Agent fails to respond to a request under Clause 15.8 13.8 (FATCA Information) and the Borrower Company or a Lender reasonably believes that the Agent will not be (or will have ceased to be) a FATCA Exempt Party on or after that FATCA Application Date; (iik) the information supplied by the Agent pursuant to Clause 15.8 13.8 (FATCA Information) indicates that the Agent will not be (or will have ceased to be) a FATCA Exempt Party on or after that FATCA Application Date; or (iiil) the Agent notifies the Borrower Company and the Lenders that the Agent will not be (or will have ceased to be) a FATCA Exempt Party on or after that FATCA Application Date; and (in each case) the Borrower Company or a Lender reasonably believes that a Party will be required to make a FATCA Deduction that would not be required if the Agent were a FATCA Exempt Party, and the Borrower Company or that Lender, by notice to the Agent, requires it to resign.

Resignation of the Agent. (a) The Agent may resign and appoint one of its Affiliates acting through an office in Hong Kong or Macau The Netherlands as successor by giving notice to the Lenders other Finance Parties and the BorrowerCompany. (b) Alternatively the Agent may resign by giving 30 days' notice to the Lenders other Finance Parties and the BorrowerCompany, in which case the Majority Lenders (after consultation with the BorrowerCompany) may appoint a successor Agent. (c) If the Majority Lenders have not appointed a successor Agent in accordance with paragraph (b) above within 30 20 days after notice of resignation was given, the retiring Agent (after consultation with the BorrowerCompany) may appoint a successor Agent (acting through an office in Hong Kong or Macau)Agent. (d) If the Agent wishes to resign because (acting reasonably) it has concluded that it is no longer appropriate for it to remain as agent and the Agent is entitled to appoint a successor Agent under paragraph (c) above, the Agent may (if it concludes (acting reasonably) that it is necessary to do so in order to persuade the proposed successor Agent to become a party to this Agreement as Agent) agree with the proposed successor Agent amendments to this Clause 28 26 and any other term of this Agreement dealing with the rights or obligations of the Agent consistent with then the current market practice for the appointment and protection of corporate trusteestrustees together with any reasonable amendments to the agency fee payable under this Agreement which are consistent with the successor Agent's normal fee rates and those amendments will bind the Parties. (e) The retiring Agent shall, at its own cost, make available to the successor Agent such documents and records and provide such assistance as the successor Agent may reasonably request for the purposes of performing its functions as Agent under the Finance Documents. (f) The Agent’s 's resignation notice shall only take effect upon the appointment of a successor in accordance with the Finance Documents (including such successor’s accession to the Intercreditor Agreement in the capacity as Agent). (g) Upon the appointment of a successor, the retiring Agent shall be discharged from any further obligation in respect of the Finance Documents (other than its obligations under paragraph (e) above) but shall remain entitled to the benefit of Clause 17.3 15.3 (Indemnity to the Agent) and this Clause 28 26 (and any agency fees for the account of the retiring Agent shall cease to accrue from (and shall be payable on) that date). Its Any successor and each of the other Parties shall have the same rights and obligations amongst themselves as they would have had if such successor had been an original Party. (h) After consultation with the Company, the Majority Lenders may, by notice to the Agent, require it to resign in accordance with paragraph (b) above. In this event, the Agent shall resign in accordance with paragraph (b) above. (i) The Agent shall resign in accordance with paragraph (b) above (and, to the extent applicable, shall use reasonable endeavours to appoint a successor Agent pursuant to paragraph (bc) above) if on or after the date which is three months before the earliest FATCA Application Date relating to any payment to the Agent under the Finance Documents, either: (i) the Agent fails to respond to a request under Clause 15.8 20.12 (FATCA Information) and the Borrower or a Lender reasonably believes that the Agent will not be (or will have ceased to be) a FATCA Exempt Party on or after that FATCA Application Date; (ii) the information supplied by the Agent pursuant to Clause 15.8 20.12 (FATCA Information) indicates that the Agent will not be (or will have ceased to be) a FATCA Exempt Party on or after that FATCA Application Date; or (iii) the Agent notifies the Borrower Company and the Lenders that the Agent will not be (or will have ceased to be) a FATCA Exempt Party on or after that FATCA Application Date; and (in each case) the Borrower or a Lender reasonably believes that a Party will be required to make a FATCA Deduction that would not be required if the Agent were a FATCA Exempt Party, and the Borrower or that Lender, by notice to the Agent, requires it to resign.

Resignation of the Agent. (a) The Agent may resign as Agent and/or Security Agent and appoint one of its Affiliates acting through an office in Hong Kong or Macau as successor by giving notice to the Lenders other Finance Parties, the Hedging Banks and the BorrowerBorrowers. (b) Alternatively the Agent may resign as Agent and/or Security Agent by giving thirty (30) days' notice to the Lenders other Finance Parties, the Hedging Banks and the BorrowerBorrowers, in which case the Majority Lenders (after consultation with the BorrowerBorrowers) may appoint a successor Agent and/or Security Agent. (c) If the Majority Lenders have not appointed a successor Agent and/or Security Agent in accordance with paragraph (b) above within 30 20 days after notice of resignation was given, the retiring Agent (after consultation with the BorrowerBorrowers) may appoint a successor Agent (acting through an office in Hong Kong or Macau)and/or Security Agent. (d) If the Agent wishes to resign because (acting reasonably) it has concluded that it is no longer appropriate for it to remain as agent and the Agent is entitled to appoint a successor Agent under paragraph (c) above, the Agent may (if it concludes (acting reasonably) that it is necessary to do so in order to persuade the proposed successor Agent to become a party to this Agreement as Agent) agree with the proposed successor Agent amendments to this Clause 28 and any other term of this Agreement dealing with the rights or obligations of the Agent consistent with then current market practice for the appointment and protection of corporate trustees (e) The retiring Agent shall, at its own cost, make available to the successor Agent such documents and records and provide such assistance as the successor Agent may reasonably request for the purposes of performing its functions as Agent under the Finance Documents. (fe) The Agent’s 's resignation notice shall only take effect upon the appointment of a successor in accordance with the Finance Documents (including such successor’s accession to the Intercreditor Agreement in the capacity as Agent). (gf) Upon the appointment of a successor, the retiring Agent shall be discharged from any further obligation as Agent and/or Security Agent (as the case may be) in respect of the Finance Documents (other than its obligations under paragraph (e) above) but shall remain entitled to the benefit of this Clause 17.3 27 (Indemnity to Role of the Agent) , the Security Agent and this Clause 28 (and any agency fees for the account of the retiring Agent shall cease to accrue from (and shall be payable on) that dateMandated Lead Arrangers). Its Any successor and each of the other Parties shall have the same rights and obligations amongst themselves as they would have had if such successor had been an original Party. (g) After consultation with the Borrowers, the Majority Lenders may, by notice to the Agent, require it to resign as Agent and/or Security Agent in accordance with paragraph (b) above. In this event, the Agent shall resign as Agent and/or Security Agent in accordance with paragraph (b) above. (h) The Agent shall resign in accordance with paragraph (b) above (and, to the extent applicable, shall use reasonable endeavours to appoint a successor Agent pursuant to paragraph (bc) above) if on or after the date which is three (3) months before the earliest FATCA Application Date relating to any payment to the Agent under the Finance Documents, either: (i) the Agent fails to respond to a request under Clause 15.8 12.7 (FATCA Information) and the Borrower or a Lender reasonably believes that the Agent will not be (or will have ceased to be) a FATCA Exempt Party on or after that FATCA Application Date; (ii) the information supplied by the Agent pursuant to Clause 15.8 12.7 (FATCA Information) indicates that the Agent will not be (or will have ceased to be) a FATCA Exempt Party on or after that FATCA Application Date; or (iii) the Agent notifies the Borrower Borrowers and the Lenders that the Agent will not be (or will have ceased to be) a FATCA Exempt Party on or after that FATCA Application Date; and (in each case) the Borrower or a Lender reasonably believes that a Party will be required to make a FATCA Deduction that would not be required if the Agent were a FATCA Exempt Party, and the Borrower or that Lender, by notice to the Agent, requires it to resign.

Resignation of the Agent. (a) The Agent may resign and appoint one of its Affiliates acting through an office in Hong Kong the United Kingdom or Macau Switzerland as successor by giving notice to the Lenders and the Borrower. (b) . Alternatively the Agent may resign by giving 30 days' notice to the Lenders ▇▇▇▇▇▇▇ and the Borrower, in which case the Majority Lenders (after consultation with the Borrower) may appoint a successor Agent. (c) . If the Majority Lenders have not appointed a successor Agent in accordance with paragraph (b) above within 30 20 days after notice of resignation was given, the retiring Agent (after consultation with the Borrower) may appoint a successor Agent (acting through an office in Hong Kong the United Kingdom or MacauSwitzerland). (d) . If the Agent wishes to resign because (acting reasonably) it has concluded that it is no longer appropriate for it to remain as agent and the Agent is entitled to appoint a successor Agent under paragraph (c) above, the Agent may (if it concludes (acting reasonably) that it is necessary to do so in order to persuade the proposed successor Agent to become a party to this Agreement as Agent) agree with the proposed successor Agent amendments to this Clause 28 24 and any other term of this Agreement dealing with the rights or obligations of the Agent consistent with then current market practice for the appointment and protection of corporate trustees (e) trustees together with any reasonable amendments to the agency fee payable under this Agreement which are consistent with the successor Agent's normal fee rates and those amendments will bind the Parties. The retiring Agent shall, at its own cost, make available to the successor Agent such documents and records and provide such assistance as the successor Agent may reasonably request for the purposes of performing its functions as Agent under the Finance Documents. (f) . The Agent’s resignation notice of the Agent shall only take effect upon the appointment of a successor in accordance with the Finance Documents (including such successor’s accession to the Intercreditor Agreement in the capacity as Agent). (g) . Upon the appointment of a successor, the retiring Agent shall be discharged from any further obligation in respect of the Finance Documents (other than its obligations under paragraph (ef) above) but shall remain entitled to the benefit of Clause 17.3 24.11 (Indemnity ▇▇▇▇▇▇▇' indemnity to the Agent) ), and this Clause 28 24 (and any agency fees for the account of the retiring Agent shall cease to accrue from (and shall be payable on) that date). Its Any successor and each of the other Parties shall have the same rights and obligations amongst themselves as they would have had if such successor had been an original Party. . After consultation with the Borrower, the Majority Lenders may, by giving 30 days' notice to the Agent, require it to resign in accordance with paragraph (hb) The above. In this event, the Agent shall resign in accordance with paragraph (b) above above. The Agent shall resign in accordance with this ▇▇▇▇▇▇ (and, to the extent applicable, shall use reasonable endeavours to appoint a successor Agent pursuant to paragraph (bc) above) if on or after the date which is three months before the earliest FATCA Application Date relating to any payment to the Agent under the Finance Documents, either: (i) the Agent fails to respond to a request under Clause 15.8 12.8 (FATCA Informationinformation) and the Borrower or a Lender reasonably believes that the Agent will not be (or will have ceased to be) a FATCA Exempt Party on or after that FATCA Application Date; (ii) the information supplied by the Agent pursuant to Clause 15.8 12.8 (FATCA Informationinformation) indicates that the Agent will not be (or will have ceased to be) a FATCA Exempt Party on or after that FATCA Application Date; : or (iii) the Agent notifies the Borrower and the Lenders that the Agent will not be (or will have ceased to be) a FATCA Exempt Party on or after that FATCA Application Date; and (in each case) the Borrower or a Lender reasonably believes that a Party will be required to make a FATCA Deduction that would not be required if the Agent were a FATCA Exempt Party, and the Borrower or that Lender▇▇▇▇▇▇, by notice to the Agent, requires it to resign.

Resignation of the Agent. (a) The Agent may may, and at the request of the Required Lenders shall, resign and appoint one of its Affiliates acting through an office in Hong Kong or Macau as successor by giving the Agent upon thirty (30) days notice to the Lenders. If the Agent resigns under this Agreement, the Required Lenders and shall appoint from among the Borrower. Lenders a successor administrative agent for the Lenders which successor administrative agent shall be consented to by the Borrower at all times other than during the existence of an Event of Default (b) Alternatively which approval of the Borrower shall not be unreasonably withheld or delayed). If no successor administrative agent is appointed prior to the effective date of the resignation of the Agent, the Agent may resign by giving notice to appoint, after consulting with the Lenders and the Borrower, in which case the Majority Lenders (after consultation with the Borrower) may appoint a successor Agent. (c) If administrative agent from among the Majority Lenders have not appointed a successor Agent in accordance with paragraph (b) above within 30 days after notice of resignation was given, the Agent (after consultation with the Borrower) may appoint a successor Agent (acting through an office in Hong Kong or Macau). (d) If the Agent wishes to resign because (acting reasonably) it has concluded that it is no longer appropriate for it to remain as agent and the Agent is entitled to appoint a successor Agent under paragraph (c) above, the Agent may (if it concludes (acting reasonably) that it is necessary to do so in order to persuade the proposed successor Agent to become a party to this Agreement as Agent) agree with the proposed successor Agent amendments to this Clause 28 and any other term of this Agreement dealing with the rights or obligations of the Agent consistent with then current market practice for the appointment and protection of corporate trustees (e) The retiring Agent shall, at its own cost, make available to the successor Agent such documents and records and provide such assistance as the successor Agent may reasonably request for the purposes of performing its functions as Agent under the Finance Documents. (f) The Agent’s resignation notice shall only take effect upon the appointment of a successor in accordance with the Finance Documents (including such successor’s accession to the Intercreditor Agreement in the capacity as Agent). (g) Lenders. Upon the acceptance of its appointment of a successoras successor administrative agent hereunder, such successor administrative agent shall succeed to all the retiring Agent shall be discharged from any further obligation in respect of the Finance Documents (other than its obligations under paragraph (e) above) but shall remain entitled to the benefit of Clause 17.3 (Indemnity to the Agent) rights, powers, and this Clause 28 (and any agency fees for the account duties of the retiring Agent and the term "Agent" shall cease to accrue from (mean such successor administrative agent and the retiring Agent's appointment, powers, and duties as the Agent shall be payable on) that date)terminated. Its After any retiring Agent's resignation hereunder as the Agent, the provisions of this Article 13, Section 14.1, and Section 14.2 shall inure to its benefit as to any actions taken or omitted to be taken by it while it was the Agent under this Agreement. If no successor and each of administrative agent has accepted appointment as the other Parties shall have the same rights and obligations amongst themselves as they would have had if such successor had been an original Party. (h) The Agent shall resign in accordance with paragraph (b) above (and, to the extent applicable, shall use reasonable endeavours to appoint a successor Agent pursuant to paragraph (b) above) if on or after by the date which is three months before thirty (30) days following a retiring Agent's notice of resignation, the earliest FATCA Application Date relating to any payment to the Agent under the Finance Documents, either: (i) the Agent fails to respond to a request under Clause 15.8 (FATCA Information) and the Borrower or a Lender reasonably believes that the Agent will not be (or will have ceased to be) a FATCA Exempt Party on or after that FATCA Application Date; (ii) the information supplied by the Agent pursuant to Clause 15.8 (FATCA Information) indicates that the Agent will not be (or will have ceased to be) a FATCA Exempt Party on or after that FATCA Application Date; or (iii) the Agent notifies the Borrower retiring Agent's resignation shall nevertheless thereupon become effective and the Lenders that shall perform all of the duties of the Agent will not be (or will have ceased to be) hereunder until such time, if any, as the Required Lenders appoint a FATCA Exempt Party on or after that FATCA Application Date; and (in each case) the Borrower or a Lender reasonably believes that a Party will be required to make a FATCA Deduction that would not be required if the Agent were a FATCA Exempt Party, and the Borrower or that Lender, by notice to the Agent, requires it to resignsuccessor agent as provided for above.

Resignation of the Agent. (a) The Agent may resign and appoint one of its Affiliates acting through an office in Hong Kong or Macau as successor by giving notice to the Lenders and the BorrowerCompany. (b) Alternatively the Agent may resign by giving 30 days’ notice to the Lenders and the BorrowerCompany, in which case the Majority Lenders (after consultation with the BorrowerCompany) may appoint a successor Agent. (c) If the Majority Lenders have not appointed a successor Agent in accordance with paragraph (b) above within 30 20 days after notice of resignation was given, the retiring Agent (after consultation with the BorrowerCompany) may appoint a successor Agent (acting through an office in Hong Kong or Macau)Agent. (d) If the Agent wishes to resign because (acting reasonably) it has concluded that it is no longer appropriate for it to remain as agent and the Agent is entitled to appoint a successor Agent under paragraph (c) above, the Agent may (if it concludes (acting reasonably) that it is necessary to do so in order to persuade the proposed successor Agent to become a party to this Agreement as Agent) agree with the proposed successor Agent amendments to this Clause 28 24 and any other term of this Agreement dealing with the rights or obligations of the Agent consistent with then current market practice for the appointment and protection of corporate trusteestrustees together with any reasonable amendments to the agency fee payable under this Agreement which are consistent with the successor Agent’s normal fee rates and those amendments will bind the Parties. (e) The retiring Agent shall, at its own cost, make available to the successor Agent such documents and records and provide such assistance as the successor Agent may reasonably request for the purposes of performing its functions as Agent under the Finance Documents. The Company shall, within three Business Days of demand, reimburse the retiring Agent for the amount of all costs and expenses (including legal fees) properly incurred by it in making available such documents and records and providing such assistance, except in circumstances where the retiring Agent resigns voluntarily. (f) The Agent’s resignation notice shall only take effect upon the appointment of a successor in accordance with the Finance Documents (including such successor’s accession to the Intercreditor Agreement in the capacity as Agent). (g) Upon the appointment of a successor, the retiring Agent shall be discharged from any further obligation in respect of the Finance Documents (other than its obligations under paragraph (e) above) but shall remain entitled to the benefit of Clause 17.3 14.3 (Indemnity to the Agent) and this Clause 28 24 (and any agency fees for the account of the retiring Agent shall cease to accrue from (and shall be payable on) that date). Its Any successor and each of the other Parties shall have the same rights and obligations amongst themselves as they would have had if such successor had been an original Party. (h) After consultation with the Company, the Majority Lenders may, by notice to the Agent, require it to resign in accordance with paragraph (b) above. In this event, the Agent shall resign in accordance with paragraph (b) above. (i) The Agent shall resign in accordance with paragraph (b) above (and, to the extent applicable, shall use reasonable endeavours to appoint a successor Agent pursuant to paragraph (bc) above) if on or after the date which is three months Months before the earliest FATCA Application Date relating to any payment to the Agent under the Finance Documents, either: (i) the Agent fails to respond to a request under Clause 15.8 12.9 (FATCA Information) and the Borrower Company or a Lender reasonably believes that the Agent will not be (or will have ceased to be) a FATCA Exempt Party on or after that FATCA Application Date; (ii) the information supplied by the Agent pursuant to Clause 15.8 12.9 (FATCA Information) indicates that the Agent will not be (or will have ceased to be) a FATCA Exempt Party on or after that FATCA Application Date; or (iii) the Agent notifies the Borrower Company and the Lenders that the Agent will not be (or will have ceased to be) a FATCA Exempt Party on or after that FATCA Application Date; and (in each case) the Borrower Company or a Lender reasonably believes that a Party will be required to make a FATCA Deduction that would not be required if the Agent were a FATCA Exempt Party, and the Borrower Company or that Lender, by notice to the Agent, requires it to resign.

Resignation of the Agent. (a) The Agent may resign and appoint one of its Affiliates acting through an office in Hong Kong or Macau the United Kingdom as successor by giving notice to the Lenders other Finance Parties and the BorrowerObligors. (b) Alternatively the Agent may resign by giving notice to the Lenders other Finance Parties and the Borrower, in which case the Majority Lenders (after consultation with the BorrowerGuarantor) may appoint a successor Agent, which shall not be incorporated, domiciled, established or acting through an office situated in a Non-Cooperative Jurisdiction. (c) The Company may, on no less than 30 days’ prior notice to the Agent, replace the Agent by requiring the Lenders to appoint a replacement Agent if any amount payable under a Finance Document by an Obligor established in France becomes not deductible from that Obligor's taxable income for French tax purposes by reason of that amount (i) being paid or accrued to an Agent incorporated, domiciled, established or acting through an office situated in a Non-Cooperative Jurisdiction or (ii) paid to an account opened in the name of that Agent in a financial institution situated in a Non-Cooperative Jurisdiction. In this case, the Agent shall resign and a replacement Agent shall be appointed by the Majority Lenders (after consultation with the Company) within 30 days after notice of replacement was given, provided that such replacement Agent shall not be incorporated, domiciled, established or acting through an office situated in a Non-Cooperative Jurisdiction. (d) If the Majority Lenders have not appointed a successor Agent in accordance with paragraph (b) above within 30 days after notice of resignation was given, the Agent (after consultation with the BorrowerGuarantor) may appoint a successor Agent (acting through an office in Hong Kong or Macauthe United Kingdom). (d) If the Agent wishes to resign because (acting reasonably) it has concluded that it is no longer appropriate for it to remain as agent and the Agent is entitled to appoint a successor Agent under paragraph (c) above, the Agent may (if it concludes (acting reasonably) that it is necessary to do so in order to persuade the proposed successor Agent to become a party to this Agreement as Agent) agree with the proposed successor Agent amendments to this Clause 28 and any other term of this Agreement dealing with the rights or obligations of the Agent consistent with then current market practice for the appointment and protection of corporate trustees (e) The retiring Agent shall, at its own cost, make available to the successor Agent such documents and records and provide such assistance as the successor Agent may reasonably request for the purposes of performing its functions as Agent under the Finance Documents. (f) The Agent’s 's resignation notice shall only take effect upon the appointment of a successor in accordance with the Finance Documents (including such successor’s accession to the Intercreditor Agreement in the capacity as Agent). (g) Upon the appointment of a successor, the retiring Agent shall be discharged from any further obligation in respect of the Finance Documents (other than its obligations under paragraph (e) above) but shall remain entitled to the benefit of Clause 17.3 (Indemnity to the Agent) and this Clause 28 (and any agency fees for the account of the retiring Agent shall cease to accrue from (and shall be payable on) that date)28. Its successor and each of the other Parties shall have the same rights and obligations amongst themselves as they would have had if such successor had been an original Party. (h) The Agent shall resign in accordance with paragraph (b) above (and, to the extent applicable, shall use reasonable endeavours to appoint a successor Agent pursuant to paragraph (b) above) if on or after the date which is three months before the earliest FATCA Application Date relating to any payment to the Agent under the Finance Documents, either: (i) the Agent fails to respond to a request under Clause 15.8 (FATCA Information) and the Borrower or a Lender reasonably believes that the Agent will not be (or will have ceased to be) a FATCA Exempt Party on or after that FATCA Application Date; (ii) the information supplied by the Agent pursuant to Clause 15.8 (FATCA Information) indicates that the Agent will not be (or will have ceased to be) a FATCA Exempt Party on or after that FATCA Application Date; or (iii) the Agent notifies the Borrower and the Lenders that the Agent will not be (or will have ceased to be) a FATCA Exempt Party on or after that FATCA Application Date; and (in each case) the Borrower or a Lender reasonably believes that a Party will be required to make a FATCA Deduction that would not be required if the Agent were a FATCA Exempt Party, and the Borrower or that Lender, by notice to the Agent, requires it to resign.

Resignation of the Agent. (a) The Agent may resign and appoint one of Notwithstanding its Affiliates acting through an office in Hong Kong or Macau as successor by giving notice to the Lenders and the Borrower. (b) Alternatively irrevocable appointment, the Agent may resign by giving notice to the Lenders Banks and the Borrower, in which case the Agent may forthwith appoint one of its Affiliates as successor Agent or, failing that, the Majority Lenders Banks may appoint a successor Agent (after consultation in each case, with the agreement of the Borrower). (b) If the appointment of a successor Agent is to be made by the Majority Banks or, in any case, with the agreement of the Borrower, but the Majority Banks have not, or the Borrower has not, within 30 days after notice of resignation, appointed a successor Agent which accepts the appointment or, as the case may be, given agreement to the proposed successor Agent, the Agent may appoint a successor Agent. (c) If The resignation of the Majority Lenders have not appointed a Agent and the appointment of any successor Agent in accordance with paragraph (b) above within 30 days after notice of resignation was givenwill both become effective only upon the successor Agent notifying all the Parties that it accepts its appointment. On giving the notification, the Agent (after consultation with the Borrower) may appoint a successor Agent (acting through an office in Hong Kong or Macau).will succeed to the position of the Agent and the term "AGENT" will mean the successor Agent. -------------------------------------------------------------------------------- 40 BK:796867.10 -------------------------------------------------------------------------------- (d) If the Agent wishes to resign because (acting reasonably) it has concluded that it is no longer appropriate for it to remain as agent and the Agent is entitled to appoint a successor Agent under paragraph (c) above, the Agent may (if it concludes (acting reasonably) that it is necessary to do so in order to persuade the proposed successor Agent to become a party to this Agreement as Agent) agree with the proposed successor Agent amendments to this Clause 28 and any other term of this Agreement dealing with the rights or obligations of the Agent consistent with then current market practice for the appointment and protection of corporate trustees (e) The retiring Agent shall, at its own cost, make available to the successor Agent such documents and records and provide such assistance as the successor Agent may reasonably request for the purposes of performing its functions as the Agent under this Agreement. (e) Upon its resignation becoming effective, this Clause 18 shall continue to benefit the retiring Agent in respect of any action taken or not taken by it under or in connection with the Finance DocumentsDocuments while it was the Agent, and, subject to paragraph (d) above, it shall have no further obligations under any Finance Document. (f) The Majority Banks may, by notice to the Agent’s resignation notice shall only take effect upon the appointment of a successor , require it to resign in accordance with the Finance Documents paragraph (including such successor’s accession to the Intercreditor Agreement in the capacity as Agent). (ga) Upon the appointment of a successorabove. In this event, the retiring Agent shall be discharged from any further obligation in respect of the Finance Documents (other than its obligations under paragraph (e) above) but shall remain entitled to the benefit of Clause 17.3 (Indemnity to the Agent) and this Clause 28 (and any agency fees for the account of the retiring Agent shall cease to accrue from (and shall be payable on) that date). Its successor and each of the other Parties shall have the same rights and obligations amongst themselves as they would have had if such successor had been an original Party. (h) The Agent shall resign in accordance with paragraph (ba) above (and, to the extent applicable, but it shall use reasonable endeavours not be entitled to appoint a one of its Affiliates as successor Agent. (g) Any successor Agent appointed pursuant to paragraph (b) above) if on or after the date which is three months before the earliest FATCA Application Date relating to any payment to the Agent under the Finance Documentsthis Clause 18.15, either: (i) the Agent fails to respond to a request under Clause 15.8 (FATCA Information) and the Borrower or a Lender reasonably believes that the Agent will not be (or will have ceased to be) a FATCA Exempt Party on or after that FATCA Application Date; (ii) the information supplied whether by the retiring Agent pursuant to Clause 15.8 (FATCA Information) indicates that or the Agent will not be (or will Majority Banks, must have ceased to be) a FATCA Exempt Party on or after that FATCA Application Date; or (iii) the Agent notifies the Borrower and the Lenders that the Agent will not be (or will have ceased to be) a FATCA Exempt Party on or after that FATCA Application Date; and (an Affiliate situated in each case) the Borrower or a Lender reasonably believes that a Party will be required to make a FATCA Deduction that would not be required if the Agent were a FATCA Exempt Party, and the Borrower or that Lender, by notice to the Agent, requires it to resignFinland.

Resignation of the Agent. (a) The Agent may resign and appoint one of its Affiliates acting through an office in Hong Kong the United Kingdom or Macau the Netherlands as successor by giving notice to the Lenders other Finance Parties and the BorrowerCompany. (b) Alternatively the Agent may resign by giving notice to the Lenders other Finance Parties and the BorrowerCompany, in which case the Majority Lenders (after consultation with the BorrowerCompany) may appoint a successor Agent. (c) If the Majority Lenders have not appointed a successor Agent in accordance with paragraph (b) above within 30 20 days after notice of resignation was given, the retiring Agent (after consultation with the BorrowerCompany) may appoint a successor Agent (acting through an office in Hong Kong the United Kingdom or Macauthe Netherlands). (d) If the Agent wishes to resign because (acting reasonably) it has concluded that it is no longer appropriate for it to remain as agent and the Agent is entitled to appoint a successor Agent under paragraph (c) above, the Agent may (if it concludes (acting reasonably) that it is necessary to do so in order to persuade the proposed successor Agent to become a party to this Agreement as Agent) agree agree, following consultation with the Company and the proposed successor Agent Agent, amendments to this Clause 28 27 and any other term of this Agreement dealing specifically with the rights or obligations of the Agent consistent with then current market practice for the appointment and protection of corporate trusteestrustees and agents together with any reasonable amendments to the agency fee payable under this Agreement which are consistent with the successor Agent’s normal fee rates in respect of an agency appointment similar to that under this Agreement and those amendments will bind the Parties. (e) The retiring Agent shall, at its own cost, make available to the successor Agent such documents and records and provide such assistance as the successor Agent may reasonably request for the purposes of performing its functions as Agent under the Finance Documents. (f) The Agent’s resignation notice shall only take effect upon the appointment of a successor in accordance with the Finance Documents (including such successor’s accession to the Intercreditor Agreement in the capacity as Agent). (g) Upon the appointment of a successor, the retiring Agent shall be discharged from any further obligation in respect of the Finance Documents (other than its obligations obligation under paragraph (e) above) but shall remain entitled to the benefit of Clause 17.3 16.3 (Indemnity to the Agent) and this Clause 28 27 (and any agency fees for the account of the retiring Agent shall cease to accrue from (and shall be payable on) that date). Its successor and each of the other Parties shall have the same rights and obligations amongst themselves as they would have had if such successor had been an original Party. (h) The Agent shall resign in accordance with paragraph (b) above (and, to the extent applicable, shall use reasonable endeavours to appoint a successor Agent pursuant to paragraph (bc) above) if on or after the date which is three months before the earliest FATCA Application Date relating to any payment to the Agent under the Finance Documents, either: (i) the Agent fails to respond to a request under Clause 15.8 14.7 (FATCA Information) and the Borrower Company or a Lender reasonably believes that the Agent will not be (or will have ceased to be) a FATCA Exempt Party on or after that FATCA Application Date; (ii) the information supplied by the Agent pursuant to Clause 15.8 14.7 (FATCA Information) indicates that the Agent will not be (or will have ceased to be) a FATCA Exempt Party on or after that FATCA Application Date; or (iii) the Agent notifies the Borrower Company and the Lenders that the Agent will not be (or will have ceased to be) a FATCA Exempt Party on or after that FATCA Application Date; , and (in each case) the Borrower Company or a Lender reasonably believes that a Party will be required to make a FATCA Deduction that would not be required if the Agent were a FATCA Exempt Party, and the Borrower Company or that Lender, by notice to the Agent, requires it to resign.

Resignation of the Agent. (a) The Agent may resign and appoint one of its Affiliates acting through an office in Hong Kong or Macau as successor by giving notice to the Lenders and the BorrowerCompany. (b) Alternatively the Agent may resign by giving 30 days' notice to the Lenders and the BorrowerCompany, in which case the Majority Lenders (after consultation with the BorrowerCompany) may appoint a successor Agent. (c) If the Majority Lenders have not appointed a successor Agent in accordance with paragraph (b) above within 30 20 days after notice of resignation was given, the retiring Agent (after consultation with the BorrowerCompany) may appoint a successor Agent (acting through an office in Hong Kong or Macau)Agent. (d) If the Agent wishes to resign because (acting reasonably) it has concluded that it is no longer appropriate for it to remain as agent and the Agent is entitled to appoint a successor Agent under paragraph (c) above, the Agent may (if it concludes (acting reasonably) that it is necessary to do so in order to persuade the proposed successor Agent to become a party to this Agreement as Agent) agree with the proposed successor Agent amendments to this Clause 28 30 and any other term of this Agreement dealing with the rights or obligations of the Agent consistent with then current market practice for the appointment and protection of corporate trusteestrustees together with any reasonable amendments to the agency fee payable under this Agreement which are consistent with the successor Agent's normal fee rates and those amendments will bind the Parties. (e) The retiring Agent shall, at its own cost, shall make available to the successor Agent such documents and records and provide such assistance as the successor Agent may reasonably request for the purposes of performing its functions as Agent under the Finance Documents. The Company shall, within three Business Days of demand, reimburse the retiring Agent for the amount of all costs and expenses (including legal fees) properly incurred by it in making available such documents and records and providing such assistance. (f) The Agent’s 's resignation notice shall only take effect upon the appointment of a successor in accordance with the Finance Documents (including such successor’s accession to the Intercreditor Agreement in the capacity as Agent). (g) Upon the appointment of a successor, the retiring Agent shall be discharged from any further obligation in respect of the Finance Documents (other than its obligations under paragraph (e) above) but shall remain entitled to the benefit of Clause 17.3 16.3 (Indemnity to the Agent) and this Clause 28 29 (Changes to the Obligors) (and any agency fees for the account of the retiring Agent shall cease to accrue from (and shall be payable on) that date). Its Any successor and each of the other Parties shall have the same rights and obligations amongst themselves as they would have had if such successor had been an original Party. (h) The Agent shall must resign in accordance with paragraph (b) above (and, to the extent applicable, shall must use reasonable endeavours to appoint a successor Agent pursuant to paragraph (bc) above) if on or after the date which is three months before the earliest FATCA Application Date relating to any payment to the Agent under the Finance Documents, either: (i) the Agent fails to respond to a request under Clause 15.8 14.7 (FATCA Informationinformation) and the Borrower Company or a Lender reasonably believes that the Agent will not be (or will have ceased to be) a FATCA Exempt Party on or after that FATCA Application Date; (ii) the information supplied by the Agent pursuant to Clause 15.8 (FATCA Information) indicates that the Agent will not be (or will have ceased to be) a FATCA Exempt Party on or after that FATCA Application Date; or (iii) the Agent notifies the Borrower and the Lenders that the Agent will not be (or will have ceased to be) a FATCA Exempt Party on or after that FATCA Application Date; and (in each case) the Borrower or a Lender reasonably believes that a Party will be required to make a FATCA Deduction that would not be required if the Agent were a FATCA Exempt Party, and the Borrower or that Lender, by notice to the Agent, requires it to resign.

Resignation of the Agent. (a) The Agent may resign and appoint one at any time give notice of its Affiliates acting through resignation to the Lenders, the Issuing Lender and Borrower. Upon receipt of any such notice of resignation, the Requisite Lenders shall have the right, with the consent (if no Event of Default pursuant to Section 9.1(a), (b) or (j) then exists and not to be unreasonably withheld or delayed) of Borrower, to appoint a successor, which shall be a bank with an office in Hong Kong the United States, or Macau an Affiliate of any such bank with an office in the United States. If no such successor shall have been so appointed by the Requisite Lenders and shall have accepted such appointment within 30 days after the retiring Agent gives notice of its resignation (or such earlier day as successor shall be agreed by giving notice to the Requisite Lenders) (the “Resignation Effective Date”), then the retiring Agent may (but shall not be obligated to), on behalf of the Lenders and the Issuing Lender, appoint a successor Agent meeting the qualifications set forth above with the consent (if no Event of Default pursuant to Section 9.1(a), (b) or (j) then exists and not to be unreasonably withheld or delayed) of Borrower. Whether or not a successor has been appointed, such resignation shall become effective in accordance with such notice on the Resignation Effective Date. (b) Alternatively If the Person serving as the Agent may resign by giving notice is a Defaulting Lender pursuant to clause (d) of the definition thereof, the Requisite Lenders may, to the extent permitted by applicable law, by notice in writing to Borrower and such Person remove such Person as the Agent and, with the consent (if no Event of Default pursuant to Section 9.1(a), (b) or (j) then exists and not to be unreasonably withheld or delayed) of Borrower, appoint a successor. If no such successor shall have been so appointed by the Requisite Lenders and shall have accepted such appointment within 30 days (or such earlier day as shall be agreed by the BorrowerRequisite Lenders) (the “Removal Effective Date”), then such removal shall nonetheless become effective in which case accordance with such notice on the Majority Lenders (after consultation with the Borrower) may appoint a successor AgentRemoval Effective Date. (c) If With effect from the Majority Resignation Effective Date or the Removal Effective Date (as applicable) (1) the retiring or removed Agent shall be discharged from its duties and obligations hereunder and under the other Loan Documents (except that in the case of any collateral security held by the Agent on behalf of the Lenders have not appointed or the Issuing Lender under any of the Loan Documents, the retiring or removed Agent shall continue to hold such collateral security until such time as a successor Agent in accordance with paragraph is appointed) and (b2) above within 30 days after notice of resignation was givenexcept for any indemnity payments or other amounts owed to the retiring or removed Agent, all payments, communications and determinations provided to be made by, to or through the Agent (after consultation with shall instead be made by or to each Lender and Issuing Lender directly, until such time, if any, as the Borrower) may Requisite Lenders appoint a successor Agent as provided for above. Upon the acceptance of a successor’s appointment as the Agent hereunder, such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring or removed Agent (other than as provided in Section 3.11(i) and other than any rights to indemnity payments or other amounts owed to the retiring or removed Agent), and the retiring or removed Agent shall be discharged from all of its duties and obligations hereunder or under the other Loan Documents (if not already discharged therefrom as provided above in this Section). The fees payable by Borrower to a successor Agent shall be the same as those payable to its predecessor unless otherwise agreed between Borrower and such successor. After the retiring or removed Agent’s resignation or removal hereunder and under the other Loan Documents, the provisions of this Article and Sections 11.3 and 11.11 shall continue in effect for the benefit of such retiring or removed Agent, its sub-agents and their respective Related Parties in respect of any actions taken or omitted to be taken by any of them while the retiring or removed Agent was acting through an office in Hong Kong or Macau)as the Agent. (d) If the Any resignation by Union Bank, N.A. as Agent wishes to resign because (acting reasonably) it has concluded that it is no longer appropriate for it to remain as agent and the Agent is entitled to appoint a successor Agent under paragraph (c) above, the Agent may (if it concludes (acting reasonably) that it is necessary to do so in order to persuade the proposed successor Agent to become a party pursuant to this Agreement Section shall also constitute its resignation as Agent) agree Issuing Lender and Swing Line Lender. If Union Bank, N.A. resigns as an Issuing Lender, it shall retain all the rights, powers, privileges and duties of the Issuing Lender hereunder with respect to all Letters of Credit outstanding as of the proposed successor Agent amendments effective date of its resignation as Issuing Lender and all L/C Obligations with respect thereto, including the right to this Clause 28 and any other term of this Agreement dealing with require the Lenders to make Alternate Base Rate Loans or fund risk participations in unreimbursed drawings pursuant to Section 2.4(c). If Union Bank, N.A. resigns as Swing Line Lender, it shall retain all the rights or obligations of the Agent consistent Swing Line Lender provided for hereunder with then current market practice for respect to Swing Line Advances made by it and outstanding as of the effective date of such resignation, including the right to require the Lenders to make Alternate Base Rate Loans or fund risk participations in outstanding Swing Line Advances pursuant to Section 2.9(c). Upon the appointment and protection of corporate trustees (e) The retiring Agent shall, at its own cost, make available to the successor Agent such documents and records and provide such assistance as the successor Agent may reasonably request for the purposes of performing its functions as Agent under the Finance Documents. (f) The Agent’s resignation notice shall only take effect upon the appointment by Borrower of a successor Issuing Lender or Swing Line Lender hereunder (which successor shall in accordance all cases be a Lender other than a Defaulting Lender), (i) such successor shall succeed to and become vested with all of the Finance Documents (including such successor’s accession to the Intercreditor Agreement in the capacity as Agent). (g) Upon the appointment rights, powers, privileges and duties of a successor, the retiring Agent Issuing Lender or Swing Line Lender, as applicable, (ii) the retiring Issuing Lender and Swing Line Lender shall be discharged from any further obligation in respect all of the Finance Documents (other than its their respective duties and obligations hereunder or under paragraph (e) above) but shall remain entitled to the benefit of Clause 17.3 (Indemnity to the Agent) and this Clause 28 (and any agency fees for the account of the retiring Agent shall cease to accrue from (and shall be payable on) that date). Its successor and each of the other Parties shall have the same rights Loan Documents and obligations amongst themselves as they would have had if such successor had been an original Party. (h) The Agent shall resign in accordance with paragraph (b) above (and, to the extent applicable, shall use reasonable endeavours to appoint a successor Agent pursuant to paragraph (b) above) if on or after the date which is three months before the earliest FATCA Application Date relating to any payment to the Agent under the Finance Documents, either: (i) the Agent fails to respond to a request under Clause 15.8 (FATCA Information) and the Borrower or a Lender reasonably believes that the Agent will not be (or will have ceased to be) a FATCA Exempt Party on or after that FATCA Application Date; (ii) the information supplied by the Agent pursuant to Clause 15.8 (FATCA Information) indicates that the Agent will not be (or will have ceased to be) a FATCA Exempt Party on or after that FATCA Application Date; or (iii) the Agent notifies successor Issuing Lender shall issue letters of credit in substitution for the Borrower Letters of Credit, if any, outstanding at the time of such succession or make other arrangements satisfactory to Union Bank, N.A. to effectively assume the obligations of Union Bank, N.A. with respect to such Letters of Credit. After the retiring Issuing Lender and/or Swing Line Lender’s resignation hereunder and under the Lenders that other Loan Documents, the Agent will not provisions of this Article and Section 11.3 shall continue in effect for the benefit of such retiring Issuing Lender and Swing Line Lender in respect of any actions taken or omitted to be (taken by any of them while the retiring Issuing Lender or will have ceased to be) a FATCA Exempt Party on or after that FATCA Application Date; and (Swing Line Lender was acting in each case) the Borrower or a Lender reasonably believes that a Party will be required to make a FATCA Deduction that would not be required if the Agent were a FATCA Exempt Party, and the Borrower or that Lender, by notice to the Agent, requires it to resignsuch capacity.

Resignation of the Agent. (a) The Agent may resign and appoint one of its Affiliates acting through an office in Hong Kong or Macau the United Kingdom as successor by giving notice to the Lenders other Finance Parties and the BorrowerBorrowers. (b) Alternatively the Agent may resign by giving 30 days’ notice to the Lenders other Finance Parties and the BorrowerBorrowers, in which case the Majority Lenders Issuing Banks (after consultation with the BorrowerBorrowers) may appoint a successor Agent. (c) If the Majority Lenders Issuing Banks have not appointed a successor Agent in accordance with paragraph (b) above within 30 20 days after notice of resignation was given, the retiring Agent (after consultation with the BorrowerBorrowers) may appoint a successor Agent (acting through an office in Hong Kong or Macauthe United Kingdom). (d) If the Agent wishes to resign because (acting reasonably) it has concluded that it is no longer appropriate for it to remain as agent and the Agent is entitled to appoint a successor Agent under paragraph (c) above, the Agent may (if it concludes (acting reasonably) that it is necessary to do so in order to persuade the proposed successor Agent to become a party to this Agreement as Agent) agree with the proposed successor Agent amendments to this Clause 28 21 (Role of the Agent and the Security Agent) and any other term of this Agreement dealing with the rights or obligations of the Agent consistent with the then current market practice for the appointment and protection of corporate trusteestrustees together with any reasonable amendments to the agency fee payable under this Agreement which are consistent with the successor Agent’s normal fee rates and those amendments will bind the Parties. (e) The retiring Agent shall, at its own cost, shall make available to the successor Agent such documents and records and provide such assistance as the successor Agent may reasonably request for the purposes of performing its functions as Agent under the Finance Documents. The Borrowers shall, within 3 Business Days of demand, reimburse the retiring Agent for the amount of all costs and expenses (including legal fees) properly incurred by it in making available such documents and records and providing such assistance. (f) The Agent’s resignation notice shall only take effect upon the appointment of a successor in accordance with the Finance Documents (including such successor’s accession to the Intercreditor Agreement in the capacity as Agent). (g) Upon the appointment of a successor, the retiring Agent shall be discharged from any further obligation in respect of the Finance Documents (other than its obligations under paragraph (e) above) but shall remain entitled to the benefit of Clause 17.3 11.3 (Indemnity to the Agent) and this Clause 28 21 (Role of the Agent and the Security Agent) (and any agency fees for the account of the retiring Agent shall cease to accrue from (and shall be payable on) that date). Its Any successor and each of the other Parties shall have the same rights and obligations amongst themselves as they would have had if such successor had been an original Party. (h) The Agent shall resign in accordance with paragraph (b) above (and, to the extent applicable, shall use reasonable endeavours to appoint a successor Agent pursuant to paragraph (b) above) if on or after the date which is three months before the earliest FATCA Application Date relating to any payment to the Agent under the Finance Documents, either: (i) the Agent fails to respond to a request under Clause 15.8 (FATCA Information) and the Borrower or a Lender reasonably believes that the Agent will not be (or will have ceased to be) a FATCA Exempt Party on or after that FATCA Application Date; (ii) the information supplied by the Agent pursuant to Clause 15.8 (FATCA Information) indicates that the Agent will not be (or will have ceased to be) a FATCA Exempt Party on or after that FATCA Application Date; or (iii) the Agent notifies the Borrower and the Lenders that the Agent will not be (or will have ceased to be) a FATCA Exempt Party on or after that FATCA Application Date; and (in each case) the Borrower or a Lender reasonably believes that a Party will be required to make a FATCA Deduction that would not be required if the Agent were a FATCA Exempt Party, and the Borrower or that Lender, by notice to the Agent, requires it to resign.

Resignation of the Agent. (a) The Agent may resign and appoint one of its Affiliates acting through an office in Hong Kong or Macau as successor by giving notice to the Lenders other Finance Parties and the BorrowerParent. (b) Alternatively the Agent may resign by giving notice to the Lenders other Finance Parties and the BorrowerParent, in which case the Majority Lenders (after consultation with the BorrowerParent) may appoint a successor Agent. (c) If the Majority Lenders have not appointed a successor Agent in accordance with paragraph (b) above within 30 thirty (30) days after notice of resignation was given, the Agent (after consultation with the BorrowerParent) may appoint a successor Agent (acting through an office in Hong Kong or Macau)Agent. (d) If the Agent wishes to resign because (acting reasonably) it has concluded that it is no longer appropriate for it to remain as agent and the Agent is entitled to appoint a successor Agent under paragraph (c) above, the Agent may (if it concludes (acting reasonably) that it is necessary to do so in order to persuade the proposed successor Agent to become a party to this Agreement as Agent) agree with the proposed successor Agent amendments to this Clause 28 and any other term of this Agreement dealing with the rights or obligations of the Agent 25 consistent with then current market practice for the appointment and protection of corporate trusteestrustees (which shall be determined by reference to the then standard documents published by the Loan Market Association and, to the extent practicable, following consultation by the Agent with the Lenders) and those amendments will bind the Parties. (e) The retiring Agent shall, at its own cost, make available to the successor Agent such documents and records and provide such assistance as the successor Agent may reasonably request for the purposes of performing its functions as Agent under the Finance Documents. (f) The Agent’s resignation notice shall only take effect upon the appointment of a successor in accordance with the Finance Documents (including such successor’s accession to the Intercreditor Agreement in the capacity as Agent). (g) Upon the appointment of a successor, the retiring Agent shall be discharged from any further obligation in respect of the Finance Documents (other than its obligations under paragraph (e) above) but shall remain entitled to the benefit of Clause 17.3 (Indemnity to the Agent) and this Clause 28 (and any agency fees for the account of the retiring Agent shall cease to accrue from (and shall be payable on) that date)25. Its successor and each of the other Parties shall have the same rights and obligations amongst themselves as they would have had if such successor had been an original Party. (h) The After consultation with the Parent, the Majority Lenders may, by notice to the Agent, require it to resign in accordance with paragraph (b) above. In this event, the Agent shall resign in accordance with paragraph (b) above (and, to the extent applicable, shall use reasonable endeavours to appoint a successor Agent pursuant to paragraph (b) above) if on or after the date which is three months before the earliest FATCA Application Date relating to any payment to the Agent under the Finance Documents, either: (i) the Agent fails to respond to a request under Clause 15.8 (FATCA Information) and the Borrower or a Lender reasonably believes that the Agent will not be (or will have ceased to be) a FATCA Exempt Party on or after that FATCA Application Date; (ii) the information supplied by the Agent pursuant to Clause 15.8 (FATCA Information) indicates that the Agent will not be (or will have ceased to be) a FATCA Exempt Party on or after that FATCA Application Date; or (iii) the Agent notifies the Borrower and the Lenders that the Agent will not be (or will have ceased to be) a FATCA Exempt Party on or after that FATCA Application Date; and (in each case) the Borrower or a Lender reasonably believes that a Party will be required to make a FATCA Deduction that would not be required if the Agent were a FATCA Exempt Party, and the Borrower or that Lender, by notice to the Agent, requires it to resign.. Table of Contents

Resignation of the Agent. (a) The Agent may resign and appoint one at any time give written notice of its Affiliates acting through an office in Hong Kong or Macau as successor by giving notice resignation to the Lenders and the Borrower. . Upon receipt of any such notice of resignation, the Required Lenders shall have the right, with the consent of 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 provided, that such Affiliate is a “U.S. person” and a “financial institution” within the meaning of Treasury Regulations section 1.1441-1. If no such successor shall have been so appointed by the Required Lenders and shall have accepted such appointment within thirty (b30) Alternatively days after the retiring Agent gives notice of its resignation, then the retiring Agent may resign by giving notice to on behalf of the Lenders and the L/C Issuer and with the consent of the Borrower, in which case the Majority Lenders (after consultation with the Borrower) may appoint a successor Agent. (c) If the Majority Lenders have not appointed a successor Agent in accordance with paragraph (b) above within 30 days after notice of resignation was given, the Agent (after consultation with the Borrower) may appoint a successor Agent (acting through an office in Hong Kong or Macau). (d) If meeting the qualifications set forth above; provided, that, if the Agent wishes to resign because (acting reasonably) it has concluded that it is no longer appropriate for it to remain as agent shall notify the Borrower and the Lenders that no qualifying Person has accepted such appointment within thirty (30) days after the resigning Agent is entitled to appoint a successor Agent under paragraph (c) abovegives notice of its resignation, the Agent may (if it concludes (acting reasonably) that it is necessary to do so in order to persuade the proposed successor Agent to then such resignation shall nonetheless become a party to this Agreement as Agent) agree with the proposed successor Agent amendments to this Clause 28 and any other term of this Agreement dealing with the rights or obligations of the Agent consistent with then current market practice for the appointment and protection of corporate trustees (e) The retiring Agent shall, at its own cost, make available to the successor Agent such documents and records and provide such assistance as the successor Agent may reasonably request for the purposes of performing its functions as Agent under the Finance Documents. (f) The Agent’s resignation notice shall only take effect upon the appointment of a successor effective in accordance with the Finance Documents such notice and (including such successor’s accession to the Intercreditor Agreement in the capacity as Agent). (g1) Upon the appointment of a successor, the retiring Agent shall be discharged from its duties and obligations hereunder and under the other Loan Documents (except that in the case of any further obligation in respect Collateral held by the Agent on behalf of the Finance Documents (other than its obligations Lenders or the L/C Issuer under paragraph (e) above) but shall remain entitled to any of the benefit of Clause 17.3 (Indemnity to the Agent) and this Clause 28 (and any agency fees for the account of Loan Documents, the retiring Agent shall cease continue to accrue from hold such collateral security until such time as a successor Agent is appointed) and (2) except for any indemnity payments or other amounts then owed to the retiring or removed Agent, all payments, communications and shall determinations provided to be payable on) that date). Its successor and each of made by, to or through the other Parties shall have the same rights and obligations amongst themselves as they would have had if such successor had been an original Party. (h) The Agent shall resign in accordance with paragraph (b) above (andinstead be made by or to each Lender and the L/C Issuer directly, to until such time as the extent applicable, shall use reasonable endeavours to Required Lenders appoint a successor Agent pursuant to paragraph (b) above) if on or after as provided for above in this Section. Upon the date which is three months before the earliest FATCA Application Date relating to any payment to acceptance of a successor’s appointment as the Agent hereunder, such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring (or retired) Agent, and the retiring Agent shall be discharged from all of its duties and obligations hereunder or under the Finance other Loan Documents (if not already discharged therefrom as provided above in this Section). The fees payable by the Borrower to a successor Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Borrower and such successor. After the retiring Agent’s resignation hereunder and under the other Loan Documents, either: (i) the provisions of this Article and Section 10.04 shall continue in effect for the benefit of such retiring Agent, its sub-agents and their respective Related Parties in respect of any actions taken or omitted to be taken by any of them while the retiring Agent was acting as the Agent fails to respond to a request under Clause 15.8 (FATCA Information) and the Borrower or a Lender reasonably believes that the Agent will not be (or will have ceased to be) a FATCA Exempt Party on or after that FATCA Application Date; (ii) the information supplied hereunder. Any resignation by Bank of America as the Agent pursuant to Clause 15.8 (FATCA Information) indicates that this Section shall also constitute its resignation as Swing Line Lender and the resignation of Bank of America as L/C Issuer. Upon the acceptance of a successor’s appointment as the Agent will not be hereunder, (or will have ceased a) such successor shall succeed to be) a FATCA Exempt Party on or after that FATCA Application Date; or and become vested with all of the rights, powers, privileges and duties of the retiring L/C Issuer and Swing Line Lender, (iiib) the Agent notifies retiring L/C Issuer and Swing Line Lender shall be discharged from all of their respective duties and obligations hereunder or under the Borrower and the Lenders that the Agent will not be (or will have ceased to be) a FATCA Exempt Party on or after that FATCA Application Date; other Loan Documents, and (in each casec) the Borrower 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 a Lender reasonably believes that a Party will be required to make a FATCA Deduction that would not be required if the Agent were a FATCA Exempt Party, and the Borrower or that Lender, by notice other arrangements satisfactory to the Agent, requires it retiring L/C Issuer to resigneffectively assume the obligations of the retiring L/C Issuer with respect to such Letters of Credit.

Resignation of the Agent. (a) The Agent may resign and appoint one of its Affiliates acting through an office in Hong Kong or Macau the United Kingdom as successor by giving notice to the Lenders other Finance Parties and the BorrowerCompany. (b) Alternatively the Agent may resign by giving 30 days' notice (or, at any time the Agent is an Impaired Agent, by giving any shorter notice determined by the Majority Lenders) to the Lenders other Finance Parties and the BorrowerCompany, in which case the Majority Lenders (after consultation with the Borrowerother Finance Parties and the Company) may appoint a successor Agent. (c) If the Majority Lenders have not appointed a successor Agent in accordance with paragraph (b) above within 30 20 days after notice of resignation was given, the retiring Agent (after consultation with the Borrowerother Finance Parties and the Company) may appoint a successor Agent (acting through an office in Hong Kong or Macauthe United Kingdom). (d) If the Agent wishes to resign because (acting reasonably) it has concluded that it is no longer appropriate for it to remain as agent and the Agent is entitled to appoint a successor Agent under paragraph (c) above, the Agent may (if it concludes (acting reasonably) that it is necessary to do so in order to persuade the proposed successor Agent to become a party to this Agreement as Agent) agree with the proposed successor Agent amendments to this Clause 28 24 and any other term of this Agreement dealing with the rights or obligations of the Agent consistent with then current market practice for the appointment and protection of corporate trusteestrustees together with any reasonable amendments to the agency fee payable under this Agreement which are consistent with the successor Agent's normal fee rates and those amendments will bind the Parties. (e) The retiring Agent shall, shall ,at its own cost, if it is an Impaired Agent, make available to the successor Agent such documents and records and provide such assistance as the successor Agent may reasonably request for the purposes of performing its functions as Agent under the Finance Documents. The Company shall, within three Business Days of demand, reimburse the retiring Agent for the amount of all costs and expenses (including legal fees) properly incurred by it in making available such documents and records and providing such assistance. (f) The Agent’s resignation notice of the Agent shall only take effect upon the appointment of a successor in accordance with the Finance Documents (including such successor’s accession to the Intercreditor Agreement in the capacity as Agent). (g) Upon the appointment of a successor, the retiring Agent shall be discharged from any further obligation in respect of the Finance Documents (other than its obligations under paragraph (e) above) but shall remain entitled to the benefit of Clause 17.3 14.3 (Indemnity to the Agent) and this Clause 28 24 (and any agency fees for the account of the retiring Agent shall cease to accrue from (and shall be payable on) that date). Its Any successor and each of the other Parties shall have the same rights and obligations amongst themselves as they would have had if such successor had been an original Party. (h) After consultation with the Company, the Majority Lenders may, by notice to the Agent, require it to resign in accordance with paragraph (b) above. In this event, the Agent shall resign in accordance with paragraph (b) above but the cost referred to in paragraph (e) above shall be for the account of the Company. (i) The Agent shall resign in accordance with paragraph (b) above (and, to the extent applicable, shall use reasonable endeavours to appoint a successor Agent pursuant to paragraph (bc) above) if on or after the date which is three months before the earliest FATCA Application Date relating to any payment to the Agent under the Finance Documents, either: (i) the Agent fails to respond to a request under Clause 15.8 12.8 (FATCA Informationinformation) and the Borrower or a Lender reasonably believes that the Agent will not be (or will have ceased to be) a FATCA Exempt Party on or after that FATCA Application Date; (ii) the information supplied by the Agent pursuant to Clause 15.8 12.8 (FATCA Informationinformation) indicates that the Agent will not be (or will have ceased to be) a FATCA Exempt Party on or after that FATCA Application Date; or (iii) the Agent notifies the Borrower Company and the Lenders that the Agent will not be (or will have ceased to be) a FATCA Exempt Party on or after that FATCA Application Date; and (in each case) the Borrower or a Lender reasonably believes that a Party will be required to make a FATCA Deduction that would not be required if the Agent were a FATCA Exempt Party, and the Borrower Company or that Lender, by notice to the Agent, requires it to resign.

Resignation of the Agent. (a) The Agent may resign and appoint one of its Affiliates acting through an office in Hong Kong or Macau the United Kingdom as successor by giving notice to the Lenders other Finance Parties and the BorrowerCompany. (b) Alternatively the Agent may resign by giving notice to the Lenders and the Borrower, in which case the Majority Lenders (after consultation with the Borrower) may appoint a successor Agent. (c) If the Majority Lenders have not appointed a successor Agent in accordance with paragraph (b) above within 30 days after notice of resignation was given, the Agent (after consultation with the Borrower) may appoint a successor Agent (acting through an office in Hong Kong or Macau). (d) If the Agent wishes to resign because (acting reasonably) it has concluded that it is no longer appropriate for it to remain as agent and the Agent is entitled to appoint a successor Agent under paragraph (c) aboveAgent, the Agent may may, without consultation with or consent of the Company and the Noteholders (if it concludes (acting reasonably) that it is necessary to do so in order to persuade the proposed successor Agent to become a party to this Agreement as Agent) ), agree with the proposed successor Agent amendments to this Clause 28 30 and any other term of this Agreement dealing with the rights or obligations of the Agent consistent with then the current market practice for the appointment and protection of corporate trusteestrustees together with any reasonable amendments to the agency fee payable under this Agreement which are consistent with the successor Agent’s normal fee rates and those amendments will bind the Parties. (c) Alternatively the Agent may resign by giving 30 days’ notice to the other Finance Parties and the Company, in which case the Majority Noteholders (after consultation with the Company) may appoint a successor Agent acting through an office in the United Kingdom. (d) If the Majority Noteholders have not appointed a successor Agent in accordance with paragraph (b) above within 20 days after notice of resignation was given, the retiring Agent (after consultation with the Company) may appoint a successor Agent (acting through an office in the United Kingdom). (e) The retiring Agent shall, at its own cost, make available to the successor Agent such documents and records and provide such assistance as the successor Agent may reasonably request for the purposes of performing its functions as Agent under the Finance Documents. Any of the above listed documents shall be provided at the cost of the retiring Agent provided that the Agent resigns by its own decision (and, for the avoidance of doubt, not in the event that the Majority Noteholders require it to resign pursuant to paragraph (a) of Clause 30.12 (Replacement of the Agent)). (f) The Agent’s resignation notice shall only take effect upon the appointment of a successor in accordance with the Finance Documents (including such successor’s accession to the Intercreditor Agreement in the capacity as Agent). (g) Upon the appointment of a successor, the retiring Agent shall be discharged from any further obligation in respect of the Finance Documents (other than its obligations under paragraph (e) above) but shall remain entitled to the benefit of Clause 17.3 (Indemnity to the Agent) and this Clause 28 (and any agency fees for the account of the retiring Agent shall cease to accrue from (and shall be payable on) that date)30. Its successor and each of the other Parties shall have the same rights and obligations amongst themselves as they would have had if such successor had been an original Party. (h) The Agent shall resign in accordance with paragraph (b) above (and, to the extent applicable, shall use reasonable endeavours to appoint a successor Agent pursuant to paragraph (bc) above) if on or after the date which is three months Months before the earliest FATCA Application Date relating to any payment to the Agent under the Finance DocumentsDocument, either: (i) the Agent fails to respond to a request under Clause 15.8 16.9 (FATCA Informationinformation) and the Borrower Company or a Lender Noteholder reasonably believes that the Agent will not be (or will have ceased to be) a FATCA Exempt Party on or after that FATCA Application Date;; |EU-DOCS\34803319.2|| (ii) the information supplied by the Agent pursuant to Clause 15.8 16.9 (FATCA Informationinformation) indicates that the Agent will not be (or will have ceased to be) a FATCA Exempt Party on or after that FATCA Application Date; or (iii) the Agent notifies the Borrower Company and the Lenders Noteholders that the Agent will not be (or will have ceased to be) a FATCA Exempt Party on or after that FATCA Application Date; and (in each case) the Borrower Company or a Lender Noteholder reasonably believes that a Party will be required to make a FATCA Deduction that would not be required if the Agent were a FATCA Exempt Party, and the Borrower Company or that LenderNoteholder, by notice to the Agent, requires it to resign.

Resignation of the Agent. (a) The Agent may resign and appoint one of Notwithstanding its Affiliates acting through an office in Hong Kong or Macau as successor by giving notice to the Lenders and the Borrower. (b) Alternatively irrevocable appointment, the Agent may resign by giving notice to the Lenders Banks and the BorrowerObligors’ Agent, in which case the Agent may forthwith appoint one of its Affiliates as successor Agent or, failing that, the Majority Lenders (Banks may, after consultation with the BorrowerObligors’ Agent, appoint any institution which was a Mandated Lead Arranger as at the date of this Agreement as successor Agent. (b) If the appointment of a successor Agent is to be made by the Majority Banks but they have not, within 30 days after notice of resignation, appointed a successor Agent which accepts the appointment, the Agent may appoint a successor Agent. (c) If The resignation of the Majority Lenders have not appointed a Agent and the appointment of any successor Agent in accordance with paragraph (b) above within 30 days after notice of resignation was givenwill both become effective only upon the successor Agent notifying all the Parties that it accepts its appointment. On giving the notification, the Agent (after consultation with the Borrower) may appoint a successor Agent (acting through an office in Hong Kong or Macau)will succeed to the position of the Agent and the term Agent will mean the successor Agent. (d) If the Agent wishes to resign because (acting reasonably) it has concluded that it is no longer appropriate for it to remain as agent and the Agent is entitled to appoint a successor Agent under paragraph (c) above, the Agent may (if it concludes (acting reasonably) that it is necessary to do so in order to persuade the proposed successor Agent to become a party to this Agreement as Agent) agree with the proposed successor Agent amendments to this Clause 28 and any other term of this Agreement dealing with the rights or obligations of the Agent consistent with then current market practice for the appointment and protection of corporate trustees (e) The retiring Agent shall, at its own cost, make available to the successor Agent such documents and records and provide such assistance as the successor Agent may reasonably request for the purposes of performing its functions as the Agent under this Agreement. (e) Upon its resignation becoming effective, this Clause 20 shall continue to benefit the retiring Agent in respect of any action taken or not taken by it under or in connection with the Finance DocumentsDocuments while it was the Agent, and, subject to paragraph (d) above, it shall have no further obligations under any Finance Document. (f) The Majority Banks may, by notice to the Agent’s resignation notice shall only take effect upon the appointment of a successor , require it to resign in accordance with paragraph (a) above. In this event, the Finance Documents Agent shall resign in accordance with paragraph (including such successor’s accession a) above but it shall not be entitled to the Intercreditor Agreement in the capacity appoint one of its Affiliates as successor Agent). (g) Upon the appointment of a successor, the retiring Agent shall be discharged from any further obligation in respect of the Finance Documents (other than its obligations under paragraph (e) above) but shall remain entitled to the benefit of Clause 17.3 (Indemnity to the Agent) and this Clause 28 (and any agency fees for the account of the retiring Agent shall cease to accrue from (and shall be payable on) that date). Its successor and each of the other Parties shall have the same rights and obligations amongst themselves as they would have had if such successor had been an original Party. (h) The Agent shall resign in accordance with paragraph (ba) above (and, to the extent applicable, shall use reasonable endeavours to appoint a successor Agent pursuant to paragraph (b) above) if on or after the date which is three months before the earliest FATCA Application Date relating to any payment to the Agent under the Finance Documents, either: (i) the Agent fails to respond to a request under Clause 15.8 11.3(c) (FATCA InformationU.S. Tax Forms) and the Borrower Obligors’ Agent or a Lender Bank reasonably believes that the Agent will not be (or will have ceased to be) a FATCA Exempt Party on on, or after at any time at which any amount is or may be outstanding under the Finance Documents after, that FATCA Application Date; (ii) the information supplied by the Agent pursuant to Clause 15.8 11.3(c) (FATCA InformationU.S. Tax Forms) indicates that the Agent will not be (or will have ceased to be) a FATCA Exempt Party on on, or after at any time at which any amount is or may be outstanding under the Finance Documents after, that FATCA Application Date; or (iii) the Agent notifies the Borrower Obligors’ Agent and the Lenders Banks that the Agent will not be (or will have ceased to be) a FATCA Exempt Party on on, or after at any time at which any amount is or may be outstanding under the Finance Documents after, that FATCA Application Date; , and (in each case) the Borrower Obligors’ Agent or a Lender reasonably Bank believes that a Party will may be required to make a FATCA Deduction Withholding that would not be required if the Agent were a FATCA Exempt Party, and the Borrower Obligors’ Agent or that LenderBank, by notice to the Agent, requires it to resign.

Resignation of the Agent. (a) The Agent may resign and appoint one of its Affiliates acting through an office in Hong Kong or Macau as successor by giving notice to the Lenders other Finance Parties and the Borrower. (b) Alternatively the Agent may resign by giving thirty (30) days’ notice to the Lenders other Finance Parties and the Borrower, in which case the Majority Lenders (after consultation with the Borrower) may appoint a successor Agent. (c) If the Majority Lenders have not appointed a successor Agent in accordance with paragraph (b) above within 30 twenty (20) days after notice of resignation was given, the retiring Agent (after consultation with the Borrower) may appoint a successor Agent (acting through an office in Hong Kong or Macau)Agent. (d) If the Agent wishes to resign because (acting reasonably) it has concluded that it is no longer appropriate for it to remain as agent and the Agent is entitled to appoint a successor Agent under paragraph (c) above, the Agent may (if it concludes (acting reasonably) that it is necessary to do so in order to persuade the proposed successor Agent to become a party to this Agreement as Agent) agree with the proposed successor Agent amendments to this Clause 28 27 (Role of the Agent, the Mandated Lead Arrangers, the Bookrunner and the Structuring Bank) and any other term of this Agreement dealing with the rights or obligations of the Agent consistent with then current market practice for the appointment and protection of corporate trusteestrustees together with any reasonable amendments to the agency fee payable under this Agreement which are consistent with the successor Agent’s normal fee rates and those amendments will bind the Parties. (e) The retiring Agent shall, at its own cost, make available to the successor Agent such documents and records and provide such assistance as the successor Agent may reasonably request for the purposes of performing its functions as Agent under the Finance Documents. The Borrower shall, within three (3) Business Days of demand, reimburse the retiring Agent for the amount of all costs and expenses (including legal fees) properly incurred by it in making available such documents and records and providing such assistance. (f) The Agent’s resignation notice shall only take effect upon the appointment of a successor in accordance with the Finance Documents (including such successor’s accession to the Intercreditor Agreement in the capacity as Agent). (g) Upon the appointment of a successor, the retiring Agent shall be discharged from any further obligation in respect of the Finance Documents (other than its obligations under paragraph (e) above) but shall remain entitled to the benefit of Clause 17.3 14.4 (Indemnity to the Agent) and this Clause 28 27 (Role of the Agent, the Mandated Lead Arrangers, the Bookrunner and the Structuring Bank) (and any agency fees for the account of the retiring Agent shall cease to accrue from (and shall be payable on) that date). Its Any successor and each of the other Parties shall have the same rights and obligations amongst themselves as they would have had if such successor had been an original Party. (h) After consultation with the Borrower, the Majority Lenders may, by notice to the Agent, require it to resign in accordance with paragraph (b) above. In this event, the Agent shall resign in accordance with paragraph (b) above. (i) The Agent shall resign in accordance with paragraph (b) above (and, to the extent applicable, shall use reasonable endeavours to appoint a successor Agent pursuant to paragraph (bc) above) if on or after the date which is three (3) months before the earliest FATCA Application Date relating to any payment to the Agent under the Finance Documents, either: (i) the Agent fails to respond to a request under Clause 15.8 12.6 (FATCA Information) and the Borrower or a Lender reasonably believes that the Agent will not be (or will have ceased to be) a FATCA Exempt Party on or after that FATCA Application Date; (ii) the information supplied by the Agent pursuant to Clause 15.8 12.6 (FATCA Information) indicates that the Agent will not be (or will have ceased to be) a FATCA Exempt Party on or after that FATCA Application Date; or (iii) the Agent notifies the Borrower and the Lenders that the Agent will not be (or will have ceased to be) a FATCA Exempt Party on or after that FATCA Application Date; and (in each case) the Borrower or a Lender reasonably believes that a Party will be required to make a FATCA Deduction that would not be required if the Agent were a FATCA Exempt Party, and the Borrower or that Lender, by notice to the Agent, requires it to resign.

Resignation of the Agent. (a) The Agent may resign and appoint one of its Affiliates acting through an office in Hong Kong or Macau as successor at any time by giving notice thereof to the Lenders and the Borrower. (b) Alternatively the Agent may resign by giving notice to the Lenders and the Borrower, in which case the Majority Lenders (after consultation with the Borrower) may appoint a successor Agent. (c) If the Majority Lenders have not appointed a successor Agent in accordance with paragraph (b) above within 30 days after notice of resignation was given. Further, the Agent (after consultation with shall resign in the Borrower) may event there are no outstanding Revolving Commitments. Upon any such resignation, the Required Lenders and Borrower shall have the right to appoint a successor Agent (acting through provided that Borrower shall not unreasonably withhold its consent to a successor Agent nominated by the Required Lenders and Borrower shall have no right to participate in such appointment during the continuance of an office in Hong Kong Event of Default or Macauif there are no outstanding Revolving Commitments). . If no successor Agent shall have been so appointed by the Required Lenders and Borrower (dto the extent required by the preceding sentence), and shall have accepted such appointment within thirty (30) If days after the retiring Agent's giving of notice of resignation, then the retiring Agent wishes to resign because (acting reasonably) it has concluded that it is no longer appropriate for it to remain as agent and may, on behalf of the Agent is entitled to Lenders, appoint a successor Agent which shall be a Lender or a commercial bank organized under paragraph (c) above, the laws of the United States of America having combined capital and surplus of at least $100,000,000.00. Upon the acceptance of any appointment as the Agent may (if it concludes (acting reasonably) that it is necessary to do so in order to persuade the proposed successor Agent to become a party to this Agreement as Agent) agree with the proposed successor Agent amendments to this Clause 28 and any other term of this Agreement dealing with the rights or obligations of the Agent consistent with then current market practice for the appointment and protection of corporate trustees (e) The retiring Agent shall, at its own cost, make available to the successor Agent such documents and records and provide such assistance as the successor Agent may reasonably request for the purposes of performing its functions as Agent under the Finance Documents. (f) The Agent’s resignation notice shall only take effect upon the appointment of a successor in accordance with the Finance Documents (including such successor’s accession to the Intercreditor Agreement in the capacity as Agent). (g) Upon the appointment of hereunder by a successor, such successor shall thereupon succeed to and become vested with all the rights, powers, discretion, privileges, and duties of the retiring Agent and the retiring Agent shall be discharged from its duties and obligations hereunder. After any further obligation retiring Agent's resignation hereunder as the Agent the provisions of this Article X shall continue in effect for its benefit in respect of the Finance Documents (other than its obligations under paragraph (e) above) but shall remain entitled any actions taken or omitted to the benefit of Clause 17.3 (Indemnity to be taken by it while it was acting as the Agent) and this Clause 28 (and any agency fees for the account of the retiring Agent shall cease to accrue from (and shall be payable on) that date). Its successor and each of the other Parties shall have the same rights and obligations amongst themselves as they would have had if such successor had been an original Party. (h) The Agent shall resign in accordance with paragraph (b) above (and, to the extent applicable, shall use reasonable endeavours to appoint a successor Agent pursuant to paragraph (b) above) if on or after the date which is three months before the earliest FATCA Application Date relating to any payment to the Agent under the Finance Documents, either: (i) the Agent fails to respond to a request under Clause 15.8 (FATCA Information) and the Borrower or a Lender reasonably believes that the Agent will not be (or will have ceased to be) a FATCA Exempt Party on or after that FATCA Application Date; (ii) the information supplied by the Agent pursuant to Clause 15.8 (FATCA Information) indicates that the Agent will not be (or will have ceased to be) a FATCA Exempt Party on or after that FATCA Application Date; or (iii) the Agent notifies the Borrower and the Lenders that the Agent will not be (or will have ceased to be) a FATCA Exempt Party on or after that FATCA Application Date; and (in each case) the Borrower or a Lender reasonably believes that a Party will be required to make a FATCA Deduction that would not be required if the Agent were a FATCA Exempt Party, and the Borrower or that Lender, by notice to the Agent, requires it to resign.

Resignation of the Agent. (a) The Agent may resign and appoint one of its Affiliates acting through an office in Hong Kong or Macau as successor at any time by giving ------------------------ written notice to the Lenders Banks and the Borrower. (b) Alternatively . Upon any such resignation, the Agent may resign by giving notice to Required Banks with the Lenders and prior written consent of the Borrower, in which case consent of the Majority Lenders (after consultation with Borrower shall not be necessary if an Event of Default has occurred and is continuing at such time, which shall not be unreasonably withheld, shall have the Borrower) may appoint a successor Agent. (c) If the Majority Lenders have not appointed a successor Agent in accordance with paragraph (b) above within 30 days after notice of resignation was given, the Agent (after consultation with the Borrower) may appoint a successor Agent (acting through an office in Hong Kong or Macau). (d) If the Agent wishes to resign because (acting reasonably) it has concluded that it is no longer appropriate for it to remain as agent and the Agent is entitled right to appoint a successor Agent under paragraph from among the Banks. If no successor shall have accepted such appointment within forty-five (c45) abovedays after the retiring Agent's giving of notice of resignation, the retiring Agent may (may, on behalf of the Banks, appoint a successor thereto with the prior written consent of the Borrower, which consent shall not be necessary if it concludes (acting reasonably) that it an Event of Default has occurred and is necessary to do so in order to persuade the proposed continuing at such time, which shall not be unreasonably withheld, and such successor Agent shall be a bank or trust company organized under the laws of the United States or any state thereof having a combined capital and surplus (or owned by a holding company having a combined capital and surplus) of at least $2,000,000,000.00. Upon the acceptance by such successor of its appointment hereunder, such successor shall succeed to and become a party to this Agreement as Agent) agree vested with the proposed successor Agent amendments to this Clause 28 and any other term of this Agreement dealing with all the rights or and obligations of the Agent consistent with then current market practice for the appointment retiring Agent, and protection of corporate trustees (e) The retiring Agent shall, at its own cost, make available to the successor Agent such documents and records and provide such assistance as the successor Agent may reasonably request for the purposes of performing its functions as Agent under the Finance Documents. (f) The Agent’s resignation notice shall only take effect upon the appointment of a successor in accordance with the Finance Documents (including such successor’s accession to the Intercreditor Agreement in the capacity as Agent). (g) Upon the appointment of a successor, the retiring Agent shall be discharged from any further obligation in respect of the Finance Documents (other than its obligations under paragraph (e) above) but this Agreement except with respect to any liability with respect to a breach of any obligation hereunder prior to such resignation. The provisions of this Article shall remain entitled inure to the benefit of Clause 17.3 (Indemnity to the Agent) and this Clause 28 (and any agency fees for the account of the retiring Agent shall cease to accrue from (and shall be payable on) that date). Its successor and each of the other Parties shall have the same rights and obligations amongst themselves as they would have had if such successor had been an original Party. (h) The Agent shall resign in accordance with paragraph (b) above (and, to the extent applicable, shall use reasonable endeavours to appoint a successor Agent pursuant to paragraph (b) above) if on or after the date which is three months before the earliest FATCA Application Date relating to any payment actions taken or omitted to the Agent be taken by it while it held such position under the Finance Documents, either: (i) the Agent fails to respond to a request under Clause 15.8 (FATCA Information) and the Borrower or a Lender reasonably believes that the Agent will not be (or will have ceased to be) a FATCA Exempt Party on or after that FATCA Application Date; (ii) the information supplied by the Agent pursuant to Clause 15.8 (FATCA Information) indicates that the Agent will not be (or will have ceased to be) a FATCA Exempt Party on or after that FATCA Application Date; or (iii) the Agent notifies the Borrower and the Lenders that the Agent will not be (or will have ceased to be) a FATCA Exempt Party on or after that FATCA Application Date; and (in each case) the Borrower or a Lender reasonably believes that a Party will be required to make a FATCA Deduction that would not be required if the Agent were a FATCA Exempt Party, and the Borrower or that Lender, by notice to the Agent, requires it to resignthis Agreement.

Resignation of the Agent. (a) The Agent may resign and appoint one at any time give notice of its Affiliates acting through an office in Hong Kong or Macau as successor by giving notice resignation to the Lenders Lenders, the other agents to the Finance Parties under this Agreement and the BorrowerBorrowers. (b) Alternatively the Agent may resign by giving Upon receipt of any such notice to the Lenders and the Borrowerof resignation, in which case the Majority Lenders (after shall have the right, in consultation with the Borrower) may Borrowers, to appoint a successor Agentsuccessor, which shall be a bank with offices in the United Kingdom, a Participating Member State or the United States, or an Affiliate of any such bank with offices in Italy. (c) If no such successor shall have been so appointed by the Majority Lenders and shall have not appointed a successor Agent in accordance with paragraph accepted such appointment within thirty (b30) above within 30 days after the retiring Agent gives notice of resignation was givenits resignation, then the Agent (after consultation with retiring agent may on behalf of the Borrower) may Lenders and the other agents to the Finance Parties under this Agreement, appoint a successor Agent (acting through an office in Hong Kong or Macau)agent meeting the qualifications set forth above and any such appointment made by the agent shall be deemed to be accepted by the Lenders and the relevant agents. (d) If Upon the acceptance of a successor's appointment as the Agent wishes hereunder, such successor shall succeed to resign because and become vested with all of the rights, powers, privileges and duties of the retiring (acting reasonablyor retired) it has concluded that it is no longer appropriate for it to remain as agent agent, and the Agent is entitled to appoint a successor Agent retiring agent shall be discharged from all of its duties and obligations hereunder or under paragraph (c) above, the Agent may (if it concludes (acting reasonably) that it is necessary to do so in order to persuade the proposed successor Agent to become a party to this Agreement as Agent) agree with the proposed successor Agent amendments to this Clause 28 and any other term of this Agreement dealing with the rights or obligations of the Agent consistent with then current market practice for the appointment and protection of corporate trusteesFinance Documents. (e) The fees payable by the Borrowers to a successor agent shall be the same as those payable to its predecessor unless otherwise agreed between the Borrowers and such successor. (f) After the retiring agent's resignation hereunder and under the other Finance Documents, the provisions of this Clause 27 and Clause 18 (Costs and Expenses) shall continue in effect for the benefit of such retiring agent and their respective Related Parties in respect of any actions taken or omitted to be taken by any of them while the retiring agent was acting as agent. (g) Upon the acceptance of a successor's appointment as the Agent hereunder, (i) such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring agent and (ii) the retiring agent shall be discharged from all of its respective duties and obligations hereunder or under the other Finance Documents. (h) The retiring agent shall, at its own cost, make available to the successor Agent agent such documents and records and provide such assistance as the successor Agent agent may reasonably request for the purposes of performing its functions as Agent under the Finance Documents. (f) The Agent’s resignation notice shall only take effect upon the appointment of a successor in accordance with the Finance Documents (including such successor’s accession to the Intercreditor Agreement in the capacity as Agent). (g) Upon the appointment of a successor, the retiring Agent shall be discharged from any further obligation in respect of the Finance Documents (other than its obligations under paragraph (e) above) but shall remain entitled to the benefit of Clause 17.3 (Indemnity to the Agent) and this Clause 28 (and any agency fees for the account of the retiring Agent shall cease to accrue from (and shall be payable on) that date). Its successor and each of the other Parties shall have the same rights and obligations amongst themselves as they would have had if such successor had been an original Party. (hi) The Agent shall resign in accordance with paragraph (ba) above (and, to the extent applicable, shall use reasonable endeavours to appoint a successor Agent pursuant to paragraph (bc) above) if on or after the date which is three (3) months before the earliest FATCA Application Date relating to any payment to the Agent under the Finance Documents, either: (i) the Agent fails to respond to a request under Clause 15.8 14.8 (FATCA Informationinformation) and the Borrower or a Lender reasonably believes that the Agent will not be (or will have ceased to be) a FATCA Exempt Party on or after that FATCA Application Date; (ii) the information supplied by the Agent pursuant to Clause 15.8 14.8 (FATCA Informationinformation) indicates that the Agent will not be (or will have ceased to be) a FATCA Exempt Party on or after that FATCA Application Date; or (iii) the Agent notifies the Borrower Parent and the Lenders that the Agent will not be (or will have ceased to be) a FATCA Exempt Party on or after that FATCA Application Date; and (in each case) the Borrower or a Lender reasonably believes that a Party will be required to make a FATCA Deduction that would not be required if the Agent were a FATCA Exempt Party, and the Borrower or that such Lender, by notice to the Agent, requires it to resign.

Resignation of the Agent. (a) The Agent may resign and appoint one of its Affiliates acting through an office in Hong Kong or Macau as successor by giving notice to the Lenders and the Borrower. (b) Alternatively the Agent may resign by giving thirty (30) days notice to the Lenders and the Borrower, in which case the Majority Lenders (after consultation with the Borrower) may appoint a successor Agent. (c) If the Majority Lenders have not appointed a successor Agent in accordance with paragraph (b) above within 30 twenty (20) days after notice of resignation was given, the retiring Agent (after consultation with the Borrower) may appoint a successor Agent (acting through an office in Hong Kong or Macau)Agent. (d) If the Agent wishes to resign because (acting reasonably) it has concluded that it is no longer appropriate for it to remain as agent and the Agent is entitled to appoint a successor Agent under paragraph (c) above, the Agent may (if it concludes (acting reasonably) that it is necessary to do so in order to persuade the proposed successor Agent to become a party to this Agreement as Agent) agree with the proposed successor Agent amendments to this Clause 28 and any other term of this Agreement dealing with the rights or obligations of the Agent consistent with then current market practice for the appointment and protection of corporate trusteestrustees together with any reasonable amendments to the agency fee payable under this Agreement which are consistent with the successor Agent’s normal fee rates and those amendments will bind the Parties. (e) The retiring Agent shall, at its own cost, make available to the successor Agent such documents and records and provide such assistance as the successor Agent may reasonably request for the purposes of performing its functions as Agent under the Finance Documents. (f) The Agent’s resignation notice shall only take effect upon the appointment of a successor in accordance with the Finance Documents (including such successor’s accession to the Intercreditor Agreement in the capacity as Agent). (g) Upon the appointment of a successor, the retiring Agent shall be discharged from any further obligation in respect of the Finance Documents (other than its obligations under paragraph (e) above) but shall remain entitled to the benefit of Clause 17.3 (Indemnity to the Agent) and this Clause 28 (and any agency fees for the account of the retiring Agent shall cease to accrue from (and shall be payable on) that date)28. Its Any successor and each of the other Parties shall have the same rights and obligations amongst themselves as they would have had if such successor had been an original Party. (h) The Agent shall resign in accordance with paragraph (b) above (and, to the extent applicable, shall use reasonable endeavours to appoint a successor Agent pursuant to paragraph (bc) above) if on or after the date which is three (3) months before the earliest FATCA Application Date relating to any payment to the Agent under the Finance Documents, either: (i) the Agent fails to respond to a request under Clause 15.8 12.7 (FATCA Informationinformation) and the Borrower or a Lender reasonably believes that the Agent will not be (or will have ceased to be) a FATCA Exempt Party on or after that FATCA Application Date; ; (ii) the information supplied by the Agent pursuant to Clause 15.8 12.7 (FATCA Informationinformation) indicates that the Agent will not be (or will have ceased to be) a FATCA Exempt Party on or after that FATCA Application Date; or (iii) the Agent notifies the Borrower and the Lenders that the Agent will not be (or will have ceased to be) a FATCA Exempt Party on or after that FATCA Application Date; and (in each case) the Borrower or a Lender reasonably believes that a Party will be required to make a FATCA Deduction that would not be required if the Agent were a FATCA Exempt Party, and the Borrower or that Lender, by notice to the Agent, requires it to resign.

Resignation of the Agent. (a) The Agent may resign and appoint one at any time give written notice of its Affiliates acting through an office in Hong Kong or Macau as successor by giving notice resignation to the Lenders and the Lead Borrower. (b) Alternatively . Upon receipt of any such notice of resignation, the Agent may resign by giving notice to Required Lenders shall have the Lenders and the Borrowerright, in which case the Majority Lenders (after consultation with the Lead 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 Agent gives notice of its resignation, then the retiring Agent may on behalf of the applicable Lenders appoint a successor Agent. (c) If , meeting the Majority qualifications set forth above; provided that if the Agent shall notify the Lead Borrower and the Lenders have not appointed a successor Agent that no qualifying Person has accepted such appointment, then such resignation shall nonetheless become effective in accordance with paragraph such notice and (b1) above within 30 days after notice of resignation was given, the Agent (after consultation with the Borrower) may appoint a successor Agent (acting through an office in Hong Kong or Macau). (d) If the Agent wishes to resign because (acting reasonably) it has concluded that it is no longer appropriate for it to remain as agent and the Agent is entitled to appoint a successor Agent under paragraph (c) above, the Agent may (if it concludes (acting reasonably) that it is necessary to do so in order to persuade the proposed successor Agent to become a party to this Agreement as Agent) agree with the proposed successor Agent amendments to this Clause 28 and any other term of this Agreement dealing with the rights or obligations of the Agent consistent with then current market practice for the appointment and protection of corporate trustees (e) The retiring Agent shall, at its own cost, make available to the successor Agent such documents and records and provide such assistance as the successor Agent may reasonably request for the purposes of performing its functions as Agent under the Finance Documents. (f) The Agent’s resignation notice shall only take effect upon the appointment of a successor in accordance with the Finance Documents (including such successor’s accession to the Intercreditor Agreement in the capacity as Agent). (g) Upon the appointment of a successor, the retiring Agent shall be discharged from its duties and obligations hereunder and under the other Loan Documents (except that in the case of any further obligation in respect Collateral held by the Agent on behalf of the Finance Documents (other than its obligations Lenders under paragraph (e) above) but shall remain entitled to any of the benefit of Clause 17.3 (Indemnity to the Agent) and this Clause 28 (and any agency fees for the account of Loan Documents, the retiring Agent shall cease continue to accrue from hold such collateral security until such time as a successor Agent is appointed) and (2) all payments, communications and shall determinations provided to be payable on) that date). Its successor and each of made by, to or through the other Parties shall have the same rights and obligations amongst themselves as they would have had if such successor had been an original Party. (h) The Agent shall resign in accordance with paragraph (b) above (andinstead be made by or to each Lender directly, to until such time as the extent applicable, shall use reasonable endeavours to Required Lenders appoint a successor Agent pursuant as provided for above in this Section. Upon the acceptance of a successor’s appointment as Agent hereunder, such successor shall succeed to paragraph (b) above) if on or after and become vested with all of the date which is three months before rights, powers, privileges and duties of the earliest FATCA Application Date relating to any payment to the Agent under the Finance Documents, either: (i) the Agent fails to respond to a request under Clause 15.8 (FATCA Information) and the Borrower or a Lender reasonably believes that the Agent will not be retiring (or will have ceased to beretired) a FATCA Exempt Party on or after that FATCA Application Date; (ii) the information supplied by the Agent pursuant to Clause 15.8 (FATCA Information) indicates that the Agent will not be (or will have ceased to be) a FATCA Exempt Party on or after that FATCA Application Date; or (iii) the Agent notifies the Borrower and the Lenders that the Agent will not be (or will have ceased to be) a FATCA Exempt Party on or after that FATCA Application Date; and (in each case) the Borrower or a Lender reasonably believes that a Party will be required to make a FATCA Deduction that would not be required if the Agent were a FATCA Exempt PartyAgent, and the retiring Agent shall be discharged from all of its duties and obligations hereunder or under the other Loan Documents (if not already discharged therefrom as provided above in this Section). The fees payable by the Borrowers to a successor Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Lead Borrower or that Lenderand such successor. After the retiring Agent’s resignation hereunder and under the other Loan Documents, by notice to the provisions of this Article and Section 10.04 shall continue in effect for the benefit of such retiring Agent, requires it its sub-agents and their respective Related Parties in respect of any actions taken or omitted to resignbe taken by any of them while the retiring Agent was acting as such Agent hereunder.

Resignation of the Agent. (a) The Agent may may, and at the request of the Required Lenders shall, resign and appoint one of its Affiliates acting through an office in Hong Kong or Macau as successor by giving the Agent upon thirty (30) days' notice to the Lenders; provided that any such resignation by Bank of America shall also constitute its resignation as L/C Issuer. If the Agent resigns under this Agreement, the Required Lenders and shall appoint from among the Borrower. Lenders a successor administrative agent for the Lenders, which successor administrative agent shall be consented to by the Borrower at all times other than during the existence of an Event of Default (b) Alternatively which consent of the Borrower shall not be unreasonably withheld or delayed). If no successor administrative agent is appointed prior to the effective date of the resignation of the Agent, the Agent may resign by giving notice to appoint, after consulting with the Lenders and the Borrower, in which case the Majority Lenders (after consultation with the Borrower) may appoint a successor Agent. (c) If administrative agent from among the Majority Lenders have not appointed a Lenders. Upon the acceptance of its appointment as successor Agent in accordance with paragraph (b) above within 30 days after notice of resignation was givenadministrative agent hereunder, the Agent (after consultation with Person acting as such successor administrative agent shall succeed to all the Borrower) may appoint a successor Agent (acting through an office in Hong Kong or Macau). (d) If the Agent wishes to resign because (acting reasonably) it has concluded that it is no longer appropriate for it to remain as agent rights, powers and the Agent is entitled to appoint a successor Agent under paragraph (c) above, the Agent may (if it concludes (acting reasonably) that it is necessary to do so in order to persuade the proposed successor Agent to become a party to this Agreement as Agent) agree with the proposed successor Agent amendments to this Clause 28 and any other term of this Agreement dealing with the rights or obligations of the Agent consistent with then current market practice for the appointment and protection of corporate trustees (e) The retiring Agent shall, at its own cost, make available to the successor Agent such documents and records and provide such assistance as the successor Agent may reasonably request for the purposes of performing its functions as Agent under the Finance Documents. (f) The Agent’s resignation notice shall only take effect upon the appointment of a successor in accordance with the Finance Documents (including such successor’s accession to the Intercreditor Agreement in the capacity as Agent). (g) Upon the appointment of a successor, the retiring Agent shall be discharged from any further obligation in respect of the Finance Documents (other than its obligations under paragraph (e) above) but shall remain entitled to the benefit of Clause 17.3 (Indemnity to the Agent) and this Clause 28 (and any agency fees for the account duties of the retiring Agent and L/C Issuer, and the respective terms "Agent" and "L/C Issuer" shall cease to accrue from (mean such successor administrative agent and Letter of Credit issuer, and the retiring Agent's appointment, powers and duties as the Agent shall be payable on) that date). Its successor terminated and each the retiring L/C Issuer's rights, powers and duties as such shall be terminated, without any other or further act or deed on the part of such retiring L/C Issuer or any other Lender, other than the obligation of the successor L/C Issuer to issue letters of credit in substitution for the Letters of Credit, if any, outstanding at the time of such succession or to make other Parties shall have the same rights and obligations amongst themselves as they would have had if such successor had been an original Party. (h) The Agent shall resign in accordance with paragraph (b) above (and, arrangements satisfactory to the extent applicableretiring L/C Issuer to effectively assume the obligations of the retiring L/C Issuer with respect to such Letters of Credit. After any retiring Agent's resignation hereunder as the Agent, the provisions of this Article 14, Section 15.1, and Section 15.2 shall use reasonable endeavours inure to appoint a its benefit as to any actions taken or omitted to be taken by it while it was the Agent under this Agreement. If no successor administrative agent has accepted appointment as the Agent pursuant to paragraph (b) above) if on or after by the date which is three months before thirty (30) days following a retiring Agent's notice of resignation, the earliest FATCA Application Date relating to any payment to the Agent under the Finance Documents, either: (i) the Agent fails to respond to a request under Clause 15.8 (FATCA Information) and the Borrower or a Lender reasonably believes that the Agent will not be (or will have ceased to be) a FATCA Exempt Party on or after that FATCA Application Date; (ii) the information supplied by the Agent pursuant to Clause 15.8 (FATCA Information) indicates that the Agent will not be (or will have ceased to be) a FATCA Exempt Party on or after that FATCA Application Date; or (iii) the Agent notifies the Borrower retiring Agent's resignation shall nevertheless thereupon become effective and the Lenders that shall perform all of the duties of the Agent will not be (or will have ceased to be) hereunder until such time, if any, as the Required Lenders appoint a FATCA Exempt Party on or after that FATCA Application Date; and (in each case) the Borrower or a Lender reasonably believes that a Party will be required to make a FATCA Deduction that would not be required if the Agent were a FATCA Exempt Party, and the Borrower or that Lender, by notice to the Agent, requires it to resignsuccessor agent as provided for above.

Resignation of the Agent. (a) The Agent may resign and appoint one at any time give written notice of its Affiliates acting through an office in Hong Kong or Macau as successor by giving notice resignation to the Lenders and the Borrower. . Upon receipt of any such notice of resignation, the Required Lenders shall have the right, with the consent of 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 provided, that such Affiliate is a “U.S. person” and a “financial institution” within the meaning of Treasury Regulations section 1.1441-1. If no such successor shall have been so appointed by the Required ▇▇▇▇▇▇▇ and shall have accepted such appointment within thirty (b30) Alternatively days after the retiring Agent gives notice of its resignation, then the retiring Agent may resign by giving notice to on behalf of the Lenders and the L/C Issuer and with the consent of the Borrower, in which case the Majority Lenders (after consultation with the Borrower) may appoint a successor Agent. (c) If the Majority Lenders have not appointed a successor Agent in accordance with paragraph (b) above within 30 days after notice of resignation was given, the Agent (after consultation with the Borrower) may appoint a successor Agent (acting through an office in Hong Kong or Macau). (d) If meeting the qualifications set forth above; provided, that, if the Agent wishes to resign because (acting reasonably) it has concluded that it is no longer appropriate for it to remain as agent shall notify the Borrower and the Lenders that no qualifying Person has accepted such appointment within thirty (30) days after the resigning Agent is entitled to appoint a successor Agent under paragraph (c) abovegives notice of its resignation, the Agent may (if it concludes (acting reasonably) that it is necessary to do so in order to persuade the proposed successor Agent to then such resignation shall nonetheless become a party to this Agreement as Agent) agree with the proposed successor Agent amendments to this Clause 28 and any other term of this Agreement dealing with the rights or obligations of the Agent consistent with then current market practice for the appointment and protection of corporate trustees (e) The retiring Agent shall, at its own cost, make available to the successor Agent such documents and records and provide such assistance as the successor Agent may reasonably request for the purposes of performing its functions as Agent under the Finance Documents. (f) The Agent’s resignation notice shall only take effect upon the appointment of a successor effective in accordance with the Finance Documents such notice and (including such successor’s accession to the Intercreditor Agreement in the capacity as Agent). (g1) Upon the appointment of a successor, the retiring Agent shall be discharged from its duties and obligations hereunder and under the other Loan Documents (except that in the case of any further obligation in respect Collateral held by the Agent on behalf of the Finance Documents (other than its obligations Lenders or the L/C Issuer under paragraph (e) above) but shall remain entitled to any of the benefit of Clause 17.3 (Indemnity to the Agent) and this Clause 28 (and any agency fees for the account of Loan Documents, the retiring Agent shall cease continue to accrue from hold such collateral security until such time as a successor Agent is appointed) and (2) except for any indemnity payments or other amounts then owed to the retiring or removed Agent, all payments, communications and shall determinations provided to be payable on) that date). Its successor and each of made by, to or through the other Parties shall have the same rights and obligations amongst themselves as they would have had if such successor had been an original Party. (h) The Agent shall resign in accordance with paragraph (b) above (andinstead be made by or to each Lender and the L/C Issuer directly, to until such time as the extent applicable, shall use reasonable endeavours to Required Lenders appoint a successor Agent pursuant to paragraph (b) above) if on or after as provided for above in this Section. Upon the date which is three months before the earliest FATCA Application Date relating to any payment to acceptance of a successor’s appointment as the Agent hereunder, such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring (or retired) Agent, and the retiring Agent shall be discharged from all of its duties and obligations hereunder or under the Finance other Loan Documents (if not already discharged therefrom as provided above in this Section). The fees payable by the Borrower to a successor Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Borrower and such successor. After the retiring Agent’s resignation hereunder and under the other Loan Documents, either: (i) the provisions of this Article and Section 10.04 shall continue in effect for the benefit of such retiring Agent, its sub-agents and their respective Related Parties in respect of any actions taken or omitted to be taken by any of them while the retiring Agent was acting as the Agent fails to respond to a request under Clause 15.8 (FATCA Information) and the Borrower or a Lender reasonably believes that the Agent will not be (or will have ceased to be) a FATCA Exempt Party on or after that FATCA Application Date; (ii) the information supplied hereunder. Any resignation by Bank of America as the Agent pursuant to Clause 15.8 (FATCA Information) indicates that this Section shall also constitute its resignation as Swing Line Lender and the resignation of Bank of America as L/C Issuer. Upon the acceptance of a successor’s appointment as the Agent will not be hereunder, (or will have ceased a) such successor shall succeed to be) a FATCA Exempt Party on or after that FATCA Application Date; or and become vested with all of the rights, powers, privileges and duties of the retiring L/C Issuer and Swing Line Lender, (iiib) the Agent notifies retiring L/C Issuer and Swing Line Lender shall be discharged from all of their respective duties and obligations hereunder or under the Borrower and the Lenders that the Agent will not be (or will have ceased to be) a FATCA Exempt Party on or after that FATCA Application Date; other Loan Documents, and (in each casec) the Borrower 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 a Lender reasonably believes that a Party will be required to make a FATCA Deduction that would not be required if the Agent were a FATCA Exempt Party, and the Borrower or that Lender, by notice other arrangements satisfactory to the Agent, requires it retiring L/C Issuer to resigneffectively assume the obligations of the retiring L/C Issuer with respect to such Letters of Credit.

Resignation of the Agent. (a) The Agent may resign and appoint one at any time give notice of its Affiliates acting through resignation to the Lenders, the Issuing ▇▇▇▇▇▇ and ▇▇▇▇▇▇▇▇. Upon receipt of any such notice of resignation, the Requisite Lenders shall have the right, with the consent (if no Event of Default pursuant to Section 9.1(a), (b) or (j) then exists and not to be unreasonably withheld or delayed) of Borrower, to appoint a successor, which shall be a bank with an office in Hong Kong the United States, or Macau an Affiliate of any such bank with an office in the United States. If no such successor shall have been so appointed by the Requisite Lenders and shall have accepted such appointment within 30 days after the retiring Agent gives notice of its resignation (or such earlier day as successor shall be agreed by giving notice to the Requisite Lenders) (the “Resignation Effective Date”), then the retiring Agent may (but shall not be obligated to), on behalf of the Lenders and the Issuing Lender, appoint a successor Agent meeting the qualifications set forth above with the consent (if no Event of Default pursuant to Section 9.1(a), (b) or (j) then exists and not to be unreasonably withheld or delayed) of Borrower. Whether or not a successor has been appointed, such resignation shall become effective in accordance with such notice on the Resignation Effective Date. (b) Alternatively If the Person serving as the Agent may resign by giving notice is a Defaulting Lender pursuant to clause (d) of the definition thereof, the Requisite Lenders may, to the extent permitted by applicable law, by notice in writing to Borrower and such Person remove such Person as the Agent and, with the consent (if no Event of Default pursuant to Section 9.1(a), (b) or (j) then exists and not to be unreasonably withheld or delayed) of ▇▇▇▇▇▇▇▇, appoint a successor. If no such successor shall have been so appointed by the Requisite Lenders and shall have accepted such appointment within 30 days (or such earlier day as shall be agreed by the BorrowerRequisite Lenders) (the “Removal Effective Date”), then such removal shall nonetheless become effective in which case accordance with such notice on the Majority Lenders (after consultation with the Borrower) may appoint a successor AgentRemoval Effective Date. (c) If With effect from the Majority Resignation Effective Date or the Removal Effective Date (as applicable) (1) the retiring or removed Agent shall be discharged from its duties and obligations hereunder and under the other Loan Documents (except that in the case of any collateral security held by the Agent on behalf of the Lenders have not appointed or the Issuing Lender under any of the Loan Documents, the retiring or removed Agent shall continue to hold such collateral security until such time as a successor Agent in accordance with paragraph is appointed) and (b2) above within 30 days after notice of resignation was givenexcept for any indemnity payments or other amounts owed to the retiring or removed Agent, all payments, communications and determinations provided to be made by, to or through the Agent (after consultation with shall instead be made by or to each Lender and Issuing Lender directly, until such time, if any, as the Borrower) may Requisite Lenders appoint a successor Agent as provided for above. Upon the acceptance of a successor’s appointment as the Agent hereunder, such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring or removed Agent (other than as provided in Section 3.11(i) and other than any rights to indemnity payments or other amounts owed to the retiring or removed Agent), and the retiring or removed Agent shall be discharged from all of its duties and obligations hereunder or under the other Loan Documents (if not already discharged therefrom as provided above in this Section). The fees payable by Borrower to a successor Agent shall be the same as those payable to its predecessor unless otherwise agreed between Borrower and such successor. After the retiring or removed Agent’s resignation or removal hereunder and under the other Loan Documents, the provisions of this Article and Sections 11.3 and 11.11 shall continue in effect for the benefit of such retiring or removed Agent, its sub-agents and their respective Related Parties in respect of any actions taken or omitted to be taken by any of them while the retiring or removed Agent was acting through an office in Hong Kong or Macau)as the Agent. (d) If the Any resignation by MUFG as Agent wishes to resign because (acting reasonably) it has concluded that it is no longer appropriate for it to remain as agent and the Agent is entitled to appoint a successor Agent under paragraph (c) above, the Agent may (if it concludes (acting reasonably) that it is necessary to do so in order to persuade the proposed successor Agent to become a party pursuant to this Agreement Section shall also constitute its resignation as Agent) agree Issuing Lender and Swing Line Lender. If MUFG resigns as an Issuing Lender, it shall retain all the rights, powers, privileges and duties of the Issuing Lender hereunder with respect to all Letters of Credit outstanding as of the proposed successor Agent amendments effective date of its resignation as ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ and all L/C Obligations with respect thereto, including the right to this Clause 28 and any other term of this Agreement dealing with require the Lenders to make Alternate Base Rate Loans or fund risk participations in unreimbursed drawings pursuant to Section 2.4(c). If MUFG resigns as Swing Line Lender, it shall retain all the rights or obligations of the Agent consistent Swing Line Lender provided for hereunder with then current market practice for respect to Swing Line Advances made by it and outstanding as of the effective date of such resignation, including the right to require the Lenders to make Alternate Base Rate Loans or fund risk participations in outstanding Swing Line Advances pursuant to Section 2.9(c). Upon the appointment and protection of corporate trustees (e) The retiring Agent shall, at its own cost, make available to the successor Agent such documents and records and provide such assistance as the successor Agent may reasonably request for the purposes of performing its functions as Agent under the Finance Documents. (f) The Agent’s resignation notice shall only take effect upon the appointment by ▇▇▇▇▇▇▇▇ of a successor ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ or Swing Line Lender hereunder (which successor shall in accordance all cases be a Lender other than a Defaulting Lender), (i) such successor shall succeed to and become vested with all of the Finance Documents (including such successor’s accession to the Intercreditor Agreement in the capacity as Agent). (g) Upon the appointment rights, powers, privileges and duties of a successor, the retiring Agent Issuing Lender or Swing Line Lender, as applicable, (ii) the retiring Issuing Lender and Swing Line Lender shall be discharged from any further obligation in respect all of the Finance Documents (other than its their respective duties and obligations hereunder or under paragraph (e) above) but shall remain entitled to the benefit of Clause 17.3 (Indemnity to the Agent) and this Clause 28 (and any agency fees for the account of the retiring Agent shall cease to accrue from (and shall be payable on) that date). Its successor and each of the other Parties shall have the same rights Loan Documents and obligations amongst themselves as they would have had if such successor had been an original Party. (h) The Agent shall resign in accordance with paragraph (b) above (and, to the extent applicable, shall use reasonable endeavours to appoint a successor Agent pursuant to paragraph (b) above) if on or after the date which is three months before the earliest FATCA Application Date relating to any payment to the Agent under the Finance Documents, either: (i) the Agent fails to respond to a request under Clause 15.8 (FATCA Information) and the Borrower or a Lender reasonably believes that the Agent will not be (or will have ceased to be) a FATCA Exempt Party on or after that FATCA Application Date; (ii) the information supplied by the Agent pursuant to Clause 15.8 (FATCA Information) indicates that the Agent will not be (or will have ceased to be) a FATCA Exempt Party on or after that FATCA Application Date; or (iii) the Agent notifies successor Issuing Lender shall issue letters of credit in substitution for the Borrower Letters of Credit, if any, outstanding at the time of such succession or make other arrangements satisfactory to MUFG to effectively assume the obligations of MUFG with respect to such Letters of Credit. After the retiring Issuing Lender and/or Swing Line ▇▇▇▇▇▇’s resignation hereunder and under the Lenders that other Loan Documents, the Agent will not provisions of this Article and Section 11.3 shall continue in effect for the benefit of such retiring Issuing Lender and Swing Line Lender in respect of any actions taken or omitted to be (taken by any of them while the retiring Issuing Lender or will have ceased to be) a FATCA Exempt Party on or after that FATCA Application Date; and (Swing Line Lender was acting in each case) the Borrower or a Lender reasonably believes that a Party will be required to make a FATCA Deduction that would not be required if the Agent were a FATCA Exempt Party, and the Borrower or that Lender, by notice to the Agent, requires it to resignsuch capacity.

Resignation of the Agent. (a) The Agent may resign and appoint one of its Affiliates acting through an office in Hong Kong or Macau as successor by giving notice to the Lenders and the Borrower. (b) Alternatively the Agent may resign by giving notice to the Lenders and the Borrower, in which case the Majority Lenders (after consultation with the Borrower) may appoint a successor Agent. (c) If the Majority Lenders have not appointed a successor Agent in accordance with paragraph (b) above within 30 days after the applicable notice of resignation was given, the retiring Agent (after consultation with the Borrower) may appoint a successor Agent (acting through an office in Hong Kong or Macau)Agent. (d) If the Agent wishes to resign because (acting reasonably) it has concluded that it is no longer appropriate for it to remain as agent and the Agent is entitled to appoint a successor Agent under paragraph (c) above, the Agent may (if it concludes (acting reasonably) that it is necessary to do so in order to persuade the proposed successor Agent to become a party to this Agreement as Agent) agree with the proposed successor Agent amendments to this Clause 28 and any other term of this Agreement dealing with the rights or obligations of the Agent consistent with then current market practice for the appointment and protection of corporate trustees (e) The retiring Agent shall, at its own cost, shall make available to the successor Agent such documents and records and provide such assistance as the successor Agent may reasonably request for the purposes of performing its functions as Agent under the Finance Documents. (fe) The Agent’s resignation notice shall only take effect upon on the earlier of (i) the day falling 30 days after the resignation notice as referred to in paragraph (a) or (b) is delivered to the Lenders and the Borrower and (ii) the appointment of a successor Agent in accordance with this Clause 26 (the Finance Documents (including such successor’s accession to the Intercreditor Agreement in the capacity as Agent“Agent Resignation Date”). (gf) Upon the appointment occurrence of a successorthe Agent Resignation Date, (i) the retiring Agent shall be discharged from any further obligation in respect of the Finance Documents (other than its obligations under paragraph (ed) above) but shall remain entitled to the benefit of Clause 17.3 (Indemnity to the Agent) and this Clause 28 26 (and any agency fees for the account of the such retiring Agent shall cease to accrue from (such date and shall instead accrue in favour of such successor Agent) and (ii) for so long as no successor Agent has been appointed in accordance with this Clause 26, the role of the Agent shall be payable onperformed by the Lenders acting together (or as the Majority Lenders may otherwise determine). (g) that date)The Majority Lenders may, by giving not less than 30 days’ notice to the Agent, require it to resign in accordance with paragraph (b) above. Its In this event, the Agent shall resign in accordance with paragraph (b) above but the cost of complying with paragraph (d) above shall be for the account of the Borrower. (h) Any successor Agent and each of the other Parties shall have the same rights and obligations amongst among themselves as they would have had if had such successor had Agent been an original Partyoriginally party hereto as the Agent. (hi) The Agent shall resign in accordance with paragraph (b) above (and, to the extent applicable, shall use reasonable endeavours to appoint a successor Agent pursuant to paragraph (bc) above) if on or after the date which is three months before the earliest FATCA Application Date relating to any payment to the Agent under the Finance Documents, either: (i) the Agent fails to respond to a request under Clause 15.8 12.7 (FATCA Information) and the Borrower or a Lender reasonably believes that the Agent will not be (or will have ceased to be) a FATCA Exempt Party on or after that FATCA Application Date; (ii) the information supplied by the Agent pursuant to Clause 15.8 12.7 (FATCA Information) indicates that the Agent will not be (or will have ceased to be) a FATCA Exempt Party on or after that FATCA Application Date; or (iii) the Agent notifies the Borrower and the Lenders that the Agent will not be (or will have ceased to be) a FATCA Exempt Party on or after that FATCA Application Date; , and (in each case) the Borrower or a Lender reasonably believes that a Party will be required to make a FATCA Deduction that would not be required if the Agent were a FATCA Exempt Party, and the Borrower or that Lender, by notice to the Agent, requires it to resign. (j) Clauses 15 (Other indemnities) and 16 (Costs and expenses) shall survive and remain in full force and effect in favour of any Agent that has resigned or been replaced.

Resignation of the Agent. (a) The Agent may resign and appoint one at any time give notice of its Affiliates acting through resignation to the Lenders, the Issuing Lenders and the Borrowers. Upon receipt of any such notice of resignation, the Required Lenders shall have the right, with the consent of the Borrowers (such consent not to be unreasonably withheld, conditioned or delayed, and provided that such consent shall not be required if at such time an Event of Default exists and is continuing), to appoint a successor, which shall be a bank with an office in Hong Kong the United States, or Macau 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 Agent gives notice of its resignation (or such earlier day as successor shall be agreed by giving notice to the Required Lenders) (the “Resignation Effective Date”), then the retiring Agent may (but shall not be obligated to), on behalf of the Lenders and the BorrowerIssuing Lenders, appoint a successor Agent meeting the qualifications set forth above. Whether or not a successor has been appointed, such resignation shall become effective in accordance with such notice on the Resignation Effective Date. (b) Alternatively If the Person serving as the Agent may resign by giving notice is a Defaulting Lender pursuant to clause (d) of the definition thereof, the Required Lenders may, to the extent permitted by Applicable Law, by notice in writing to the Borrowers and such Person, remove such Person as the Agent and, with the consent of the Borrowers (such consent not to be unreasonably withheld, conditioned or delayed, and provided that such consent shall not be required if at such time an Event of Default exists and is continuing), appoint a successor. If no such successor shall have been so appointed by the Required Lenders and shall have accepted such appointment within 30 days (or such earlier day as shall be agreed by the BorrowerRequired Lenders) (the “Removal Effective Date”), then such removal shall nonetheless become effective in which case accordance with such notice on the Majority Lenders (after consultation with the Borrower) may appoint a successor AgentRemoval Effective Date. (c) If With effect from the Majority Resignation Effective Date or the Removal Effective Date (as applicable), (1) the retiring or removed Agent shall be discharged from its duties and obligations hereunder and under the other Loan Documents (except that in the case of any collateral security held by the Agent on behalf of the Lenders have not appointed or the Issuing Lenders under any of the Loan Documents, the retiring or removed Agent shall continue to hold such collateral security until such time as a successor Agent in accordance with paragraph is appointed) and (b2) above within 30 days after notice of resignation was givenexcept for any indemnity payments owed to the retiring or removed Agent, all payments, communications and determinations provided to be made by, to or through the Agent (after consultation with shall instead be made by or to each Lender and each Issuing Lender directly, until such time, if any, as the Borrower) may Required Lenders appoint a successor Agent as provided for above. Upon the acceptance of a successor’s appointment as the Agent hereunder, such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring or removed Agent (other than any rights to indemnity payments owed to the retiring or removed Agent), and the retiring or removed Agent shall be discharged from all of its duties and obligations hereunder or under the other Loan Documents. The fees payable by the Borrowers to a successor Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Borrowers and such successor. After the retiring or removed Agent’s resignation or removal hereunder and under the other Loan Documents, the provisions of this Article and Section 12.3 shall continue in effect for the benefit of such retiring or removed Agent, its sub-agents and their respective Related Parties in respect of any actions taken or omitted to be taken by any of them while the retiring or removed Agent was acting through an office in Hong Kong or Macau)as the Agent. (d) If Any resignation by, or removal of, ▇▇▇▇▇ Fargo as the Agent wishes pursuant to resign because (acting reasonably) it has concluded that it is no longer appropriate for it to remain this Section shall also constitute its resignation as agent an Issuing Lender and the Agent is entitled to appoint a successor Agent under paragraph (c) above, the Agent may (if it concludes (acting reasonably) that it is necessary to do so in order to persuade the proposed successor Agent to become a party to this Agreement as Agent) agree with the proposed successor Agent amendments to this Clause 28 and any other term of this Agreement dealing with the rights or obligations of the Agent consistent with then current market practice for the appointment and protection of corporate trustees (e) The retiring Agent shall, at its own cost, make available to the successor Agent such documents and records and provide such assistance as the successor Agent may reasonably request for the purposes of performing its functions as Agent under the Finance Documents. (f) The Agent’s resignation notice shall only take effect upon the appointment of a successor in accordance with the Finance Documents (including such successor’s accession to the Intercreditor Agreement in the capacity as Agent). (g) Swingline Lender. Upon the appointment acceptance of a successor’s appointment as the Agent hereunder, (a) such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring Agent Issuing Lender, if in its sole discretion it elects to, and the Swingline Lender, (b) the retiring Issuing Lender and the Swingline Lender shall be discharged from any further obligation all of their respective duties and obligations hereunder or under the other Loan Documents, and (c) the successor Issuing Lender, if in respect its sole discretion it elects to, shall issue letters of credit in substitution for the Finance Documents (Letters of Credit, if any, outstanding at the time of such succession or make other than its obligations under paragraph (e) above) but shall remain entitled arrangement satisfactory to the benefit of Clause 17.3 (Indemnity retiring Issuing Lender to effectively assume the Agent) and this Clause 28 (and any agency fees for the account obligations of the retiring Agent shall cease Issuing Lender with respect to accrue from (and shall be payable on) that date). Its successor and each such Letters of the other Parties shall have the same rights and obligations amongst themselves as they would have had if such successor had been an original PartyCredit. (h) The Agent shall resign in accordance with paragraph (b) above (and, to the extent applicable, shall use reasonable endeavours to appoint a successor Agent pursuant to paragraph (b) above) if on or after the date which is three months before the earliest FATCA Application Date relating to any payment to the Agent under the Finance Documents, either: (i) the Agent fails to respond to a request under Clause 15.8 (FATCA Information) and the Borrower or a Lender reasonably believes that the Agent will not be (or will have ceased to be) a FATCA Exempt Party on or after that FATCA Application Date; (ii) the information supplied by the Agent pursuant to Clause 15.8 (FATCA Information) indicates that the Agent will not be (or will have ceased to be) a FATCA Exempt Party on or after that FATCA Application Date; or (iii) the Agent notifies the Borrower and the Lenders that the Agent will not be (or will have ceased to be) a FATCA Exempt Party on or after that FATCA Application Date; and (in each case) the Borrower or a Lender reasonably believes that a Party will be required to make a FATCA Deduction that would not be required if the Agent were a FATCA Exempt Party, and the Borrower or that Lender, by notice to the Agent, requires it to resign.

Resignation of the Agent. (a) The Agent may resign and without giving any reason therefor and, after consultation with the Parent, appoint one of its Affiliates acting through an office in Hong Kong or Macau as successor by giving notice to the Lenders Lenders, the Security Agent and the BorrowerParent. (b) Alternatively the Agent may resign without giving any reason therefor by giving thirty (30) days’ notice to the Lenders other Finance Parties and the BorrowerParent, in which case the Majority Required Lenders (after consultation with the BorrowerParent) may appoint a successor Agent. (c) If the Majority Required Lenders have not appointed a successor Agent in accordance with paragraph (b) above within 30 twenty (20) days after notice of resignation was given, the retiring Agent (after consultation with the BorrowerParent) may appoint a successor Agent (acting through an office in Hong Kong or Macau)Agent. (d) If the Agent wishes to resign because (acting reasonably) it has concluded that it is no longer appropriate for it to remain as agent and the Agent is entitled to appoint a successor Agent under paragraph (c) above, the Agent may (if it concludes (acting reasonably) that it is necessary to do so in order to persuade the proposed successor Agent to become a party to this Agreement as Agent) agree with the proposed successor Agent amendments to this Clause 28 27 and any other term of this Agreement dealing with the rights or obligations of the Agent consistent with then current market practice for the appointment and protection of corporate trusteestrustees together with any reasonable amendments to the agency fee payable under this Agreement which are consistent with the successor Agent’s normal fee rates and those amendments will bind the Parties. (e) The retiring Agent shall, at its own cost, make available to the successor Agent such documents and records and provide such assistance as the successor Agent may reasonably request for the purposes of performing its functions as Agent under the Finance Documents. (f) The Agent’s resignation notice shall only take effect upon the appointment of a successor in accordance with the Finance Documents (including such successor’s accession to the Intercreditor Agreement in the capacity as Agent). (g) Upon the The appointment of a successorthe successor Agent shall take effect on the date specified in the notice from the Required Lenders to the retiring Agent. As from this date, the retiring Agent shall be discharged from any further obligation in respect of the Finance Documents (other than its obligations under paragraph (e) above) but shall remain entitled to the benefit of Clause 17.3 15.3 (Indemnity to the Agent, Security Agent and Mandated Lead Arrangers) and this Clause 28 27 (and any agency fees for the account of the retiring Agent shall cease to accrue from (and shall be payable on) that date). Its Any successor and each of the other Parties shall have the same rights and obligations amongst themselves as they would have had if such successor had been an original Party. (h) The Agent shall resign in accordance with paragraph (b) above (and, to the extent applicable, shall use reasonable endeavours to appoint a successor Agent pursuant to paragraph (bc) above) if on or after the date which is three (3) months before the earliest FATCA Application Date relating to any payment to the Agent under the Finance Documents, either: (i) the Agent fails to respond to a request under Clause 15.8 13.5 (FATCA Information) and the Borrower Parent or a Lender reasonably believes that the Agent will not be (or will have ceased to be) a FATCA Exempt Party on or after that FATCA Application Date; (ii) the information supplied by the Agent pursuant to Clause 15.8 13.5 (FATCA Information) indicates that the Agent will not be (or will have ceased to be) a FATCA Exempt Party on or after that FATCA Application Date; or (iii) the Agent notifies the Borrower Parent and the Lenders that the Agent will not be (or will have ceased to be) a FATCA Exempt Party on or after that FATCA Application Date; , and (in each case) the Borrower Parent or a Lender reasonably believes that a Party will be required to make a FATCA Deduction that would not be required if the Agent were a FATCA Exempt Party, and the Borrower Parent or that Lender, by notice to the Agent, requires it to resign.

Resignation of the Agent. (a) The Agent may resign and appoint one of its Affiliates acting through an office in Hong Kong or Macau the United Kingdom as successor by giving notice to the Lenders and the BorrowerCompany. (b) Alternatively the Agent may resign by giving 30 days’ notice to the Lenders and the BorrowerCompany, in which case the Majority Lenders (after consultation with the BorrowerCompany) may appoint a successor AgentAgent (acting through an office in the United Kingdom). (c) If the Majority Lenders have not appointed a successor Agent in accordance with paragraph (b) above within 30 20 days after notice of resignation was given, the retiring Agent (after consultation with the BorrowerCompany) may appoint a successor Agent (acting through an office in Hong Kong or Macauthe United Kingdom). (d) If the Agent wishes to resign because (acting reasonably) it has concluded that it is no longer appropriate for it to remain as agent and the Agent is entitled to appoint a successor Agent under paragraph (c) above, the Agent may (if it concludes (acting reasonably) that it is necessary to do so in order to persuade the proposed successor Agent to become a party to this Agreement as Agent) agree with the proposed successor Agent amendments to this Clause 28 31 and any other term of this Agreement dealing with the rights or obligations of the Agent consistent with then current market practice for the appointment and protection of corporate trusteestrustees together with any reasonable amendments to the agency fee payable under this Agreement which are consistent with the successor Agent’s normal fee rates and those amendments will bind the Parties. (e) The retiring Agent shallAgent, at its own cost, shall make available to the successor Agent such documents and records and provide such assistance as the successor Agent may reasonably request for the purposes of performing its functions as Agent under the Finance Documents. (f) The Agent’s resignation notice shall only take effect upon the appointment of a successor in accordance with the Finance Documents (including such successor’s accession to the Intercreditor Agreement in the capacity as Agent). (g) Upon the appointment of a successor, the retiring Agent shall be discharged from any further obligation in respect of the Finance Documents (other than its obligations under paragraph (e) above) but shall remain entitled to the benefit of Clause 17.3 19.3 (Indemnity to the Agent) and this Clause 28 31 (and any agency fees for the account of the retiring Agent shall cease to accrue from (and shall be payable on) that date). Its Any successor and each of the other Parties shall have the same rights and obligations amongst themselves as they would have had if such successor had been an original Party. (h) The Agent shall resign in accordance with paragraph (b) above (and, to the extent applicable, shall use reasonable endeavours to appoint a successor Agent pursuant to paragraph (bc) above) if on or after the date which is three months before the earliest FATCA Application Date relating to any payment to the Agent under the Finance Documents, either: (i) the Agent fails to respond to a request under Clause 15.8 17.8 (FATCA Informationinformation) and the Borrower Company or a Lender reasonably believes that the Agent will not be (or will have ceased to be) a FATCA Exempt Party on or after that FATCA Application Date; (ii) the information supplied by the Agent pursuant to Clause 15.8 (FATCA Information) indicates that the Agent will not be (or will have ceased to be) a FATCA Exempt Party on or after that FATCA Application Date; or (iii) the Agent notifies the Borrower and the Lenders that the Agent will not be (or will have ceased to be) a FATCA Exempt Party on or after that FATCA Application Date; and (in each case) the Borrower or a Lender reasonably believes that a Party will be required to make a FATCA Deduction that would not be required if the Agent were a FATCA Exempt Party, and the Borrower or that Lender, by notice to the Agent, requires it to resign.

Resignation of the Agent. (a) The Agent may resign and appoint one of its Affiliates acting through an office in Hong Kong or Macau as successor by giving notice to the Lenders and the Borrower. (b) Alternatively the Agent may resign by giving 30 days’ notice to the Lenders and the Borrower, in which case the Majority Lenders (after consultation with the Borrower) may appoint a successor Agent. (c) If the Majority Lenders have not appointed a successor Agent in accordance with paragraph (b) above within 30 20 days after notice of resignation was given, the retiring Agent (after consultation with the Borrower) may appoint a successor Agent (acting through an office in Hong Kong or Macau)Agent. (d) If the Agent wishes to resign because (acting reasonably) it has concluded that it is no longer appropriate for it to remain as agent and the Agent is entitled to appoint a successor Agent under paragraph (c) above, the Agent may (if it concludes (acting reasonably) that it is necessary to do so in order to persuade the proposed successor Agent to become a party to this Agreement as Agent) agree with the proposed successor Agent amendments to this Clause 28 24 and any other term of this Agreement dealing with the rights or obligations of the Agent consistent with then current market practice for the appointment and protection of corporate trusteestrustees together with any reasonable amendments to the agency fee payable under this Agreement which are consistent with the successor Agent’s normal fee rates and those amendments will bind the Parties. (e) The retiring Agent shall, at its own cost, make available to the successor Agent such documents and records and provide such assistance as the successor Agent may reasonably request for the purposes of performing its functions as Agent under the Finance Documents. The Borrower shall, within five Business Days of demand, reimburse the retiring Agent for the amount of all costs and expenses (including legal fees) properly incurred by it in making available such documents and records and providing such assistance. (f) The Agent’s resignation notice shall only take effect upon the appointment of a successor in accordance with and the Finance Documents (including such transfer of all the Transaction Security to that successor’s accession to the Intercreditor Agreement in the capacity as Agent). (g) Upon the appointment of a successor, the retiring Agent shall be discharged from any further obligation in respect of the Finance Documents (other than its obligations under paragraph (e) above) but shall remain entitled to the benefit of Clause 17.3 13.3 (Indemnity to the Agent) and this Clause 28 24 (and any agency fees for the account of the retiring Agent shall cease to accrue from (and shall be payable on) that date). Its Any successor and each of the other Parties shall have the same rights and obligations amongst themselves as they would have had if such successor had been an original Party. (h) After consultation with the Borrower, the Majority Lenders may, by notice to the Agent, require it to resign in accordance with paragraph (b) above. In this event, the Agent shall resign in accordance with paragraph (b) above. (i) The Agent shall must resign in accordance with paragraph (b) above (and, to the extent applicable, shall must use reasonable endeavours to appoint a successor Agent pursuant to under paragraph (bc) above) if on or after the date which is three (3) months before the earliest FATCA Application Date relating to any payment to the Agent under the Finance Documents, either: (i) the Agent fails to respond to a request under Clause 15.8 11.7 (FATCA Information) and the Borrower or a Lender Finance Party reasonably believes that the Agent will not be (or will have ceased to be) a FATCA Exempt Party on or after that FATCA Application Date; (ii) the information supplied by the Agent pursuant to under Clause 15.8 11.7 (FATCA Information) indicates that the Agent will not be (or will have ceased to be) a FATCA Exempt Party on or after that FATCA Application Date; or (iii) the Agent notifies the Borrower and the Lenders that the Agent will not be (or will have ceased to be) a FATCA Exempt Party on or after that FATCA Application Date; , and (in each case) the Borrower or a Lender Finance Party reasonably believes that a Party will be required to make a FATCA Deduction that would not be required if the Agent were a FATCA Exempt Party, and the Borrower or that LenderFinance Party, by notice to the Agent, requires it to resign.

Resignation of the Agent. (a) The Agent may may, and at the request of the Required Banks shall, resign and appoint one of its Affiliates acting through an office in Hong Kong or Macau as successor by giving the Agent upon thirty (30) days notice to the Lenders and the Borrower. (b) Alternatively the Agent may resign by giving notice to the Lenders and the Borrower, in which case the Majority Lenders (after consultation with the Borrower) may appoint a successor Agent. (c) If the Majority Lenders have not appointed a successor Agent in accordance with paragraph (b) above within 30 days after notice of resignation was given, the Agent (after consultation with the Borrower) may appoint a successor Agent (acting through an office in Hong Kong or Macau). (d) Banks. If the Agent wishes to resign because (acting reasonably) it has concluded that it is no longer appropriate for it to remain as agent and resigns under this Agreement, the Agent is entitled to Required Banks shall appoint from among the Banks a successor Agent under paragraph administrative agent for the Banks which successor administrative agent shall be consented to by the Parent at all times other than during the existence of an Event of Default (c) abovewhich approval of the Parent shall not be unreasonably withheld or delayed). If no successor administrative agent is appointed prior to the effective date of the resignation of the Agent, the Agent may (if it concludes (acting reasonably) that it is necessary to do so in order to persuade the proposed successor Agent to become a party to this Agreement as Agent) agree appoint, after consulting with the proposed successor Agent amendments to this Clause 28 Banks and any other term of this Agreement dealing with the rights or obligations of the Agent consistent with then current market practice for the appointment and protection of corporate trustees (e) The retiring Agent shallParent, at its own cost, make available to the successor Agent such documents and records and provide such assistance as the successor Agent may reasonably request for the purposes of performing its functions as Agent under the Finance Documents. (f) The Agent’s resignation notice shall only take effect upon the appointment of a successor in accordance with administrative agent from among the Finance Documents (including such successor’s accession to the Intercreditor Agreement in the capacity as Agent). (g) Banks. Upon the acceptance of its appointment of a successoras successor administrative agent hereunder, such successor administrative agent shall succeed to all the retiring Agent shall be discharged from any further obligation in respect of the Finance Documents (other than its obligations under paragraph (e) above) but shall remain entitled to the benefit of Clause 17.3 (Indemnity to the Agent) rights, powers, and this Clause 28 (and any agency fees for the account duties of the retiring Agent and the term "Agent" shall cease to accrue from (mean such successor administrative agent and the retiring Agent's appointment, powers, and duties as the Agent shall be payable on) that date)terminated. Its After any retiring Agent's resignation hereunder as the Agent, the provisions of this Article 11, Section 12.1, and Section 12.2 shall inure to its benefit as to any actions taken or omitted to be taken by it while it was the Agent under this Agreement. If no successor and each of administrative agent has accepted appointment as the other Parties shall have the same rights and obligations amongst themselves as they would have had if such successor had been an original Party. (h) The Agent shall resign in accordance with paragraph (b) above (and, to the extent applicable, shall use reasonable endeavours to appoint a successor Agent pursuant to paragraph (b) above) if on or after by the date which is three months before thirty (30) days following a retiring Agent's notice of resignation, the earliest FATCA Application Date relating to any payment to retiring Agent's resignation shall nevertheless thereupon become effective and the Banks shall perform all of the duties of the Agent under hereunder until such time, if any, as the Finance Documents, either: (i) the Agent fails to respond to Required Banks appoint a request under Clause 15.8 (FATCA Information) and the Borrower or a Lender reasonably believes that the Agent will not be (or will have ceased to be) a FATCA Exempt Party on or after that FATCA Application Date; (ii) the information supplied by the Agent pursuant to Clause 15.8 (FATCA Information) indicates that the Agent will not be (or will have ceased to be) a FATCA Exempt Party on or after that FATCA Application Date; or (iii) the Agent notifies the Borrower and the Lenders that the Agent will not be (or will have ceased to be) a FATCA Exempt Party on or after that FATCA Application Date; and (in each case) the Borrower or a Lender reasonably believes that a Party will be required to make a FATCA Deduction that would not be required if the Agent were a FATCA Exempt Party, and the Borrower or that Lender, by notice to the Agent, requires it to resignsuccessor agent as provided for above.

Resignation of the Agent. (aA) The Agent may resign and appoint one of its Affiliates acting through an office in Hong Kong or Macau as successor by giving notice to the Lenders and the Borrower. (bB) Alternatively the Agent may resign by giving 30 days’ notice to the Lenders and the Borrower, in which case the Majority Lenders (after consultation with the Borrower) may appoint a successor Agent. (cC) If the Majority Lenders have not appointed a successor Agent in accordance with paragraph (bClause 34.12(B) above within 30 days after notice of resignation was given, the retiring Agent (after consultation with the Borrower) may appoint a successor Agent (acting through an office in Hong Kong or Macau)Agent. (dD) If the Agent wishes to resign because (acting reasonably) it has concluded that it is no longer appropriate for it to remain as agent Agent and the Agent is entitled to appoint a successor Agent under paragraph (cC▇▇▇▇▇ 34.12(C) above, the Agent may (if it concludes (acting reasonably) that it is necessary to do so in order to persuade the proposed successor Agent to become a party to this Agreement as Agent) agree with the proposed successor Agent amendments to this Clause 28 34 (Role of the Agent and the Arrangers) and any other term of this Agreement dealing with the rights or obligations of the Agent consistent with then current market practice for the appointment and protection of corporate trusteestrustees together with any reasonable amendments to the agency fee payable under this Agreement which are consistent with the successor Agent’s normal fee rates and those amendments will bind the Parties. (eE) The retiring Agent shall, shall (at its own cost, cost if it is an Impaired Agent and otherwise at the expense of the Lenders) make available to the successor Agent such documents and records and provide such assistance as the successor Agent may reasonably request for the purposes of performing its functions as Agent under the Finance Documents. (fF) The Agent’s resignation notice shall only take effect upon the appointment of a successor in accordance with the Finance Documents (including such successor’s accession to the Intercreditor Agreement in the capacity as Agent). (gG) Upon the appointment of a successor, the retiring Agent shall be discharged from any further obligation in respect of the Finance Documents (other than its obligations under paragraph (eClause 34.12(E) above) but shall remain entitled to the benefit of Clause 17.3 14.3 (Indemnity to the Agent) and this Clause 28 34 (Role of the Agent and the Arrangers) (and any agency fees for the account of the retiring Agent shall cease to accrue from (and shall be payable on) that date). Its Any successor and each of the other Parties shall have the same rights and obligations amongst themselves as they would have had if such successor had been an original Party. (hH) After consultation with the Borrower, the Majority Lenders may, by notice to the Agent (or, at any time the Agent is an Impaired Agent, by giving any shorter notice determined by the Majority Lenders), require it to resign in accordance with Clause 34.12(B) above. In this event, the Agent shall resign in accordance with Clause 34.12(B) above. (I) The Agent shall resign in accordance with paragraph (bClause 34.12(B) above (and, to the extent applicable, shall use reasonable endeavours to appoint a successor Agent pursuant to paragraph (bClause 34.12(B) above) if on or after the date which is three months before the earliest FATCA Application Date relating to any payment to the Agent under the Finance Documents, either: (i1) the Agent fails to respond to a request under Clause 15.8 12.8 (FATCA Information) and the Borrower or a Lender reasonably believes that the Agent will not be (or will have ceased to be) a FATCA Exempt Party on or after that FATCA Application Date; (ii2) the information supplied by the Agent pursuant to Clause 15.8 12.8 (FATCA Information) indicates that the Agent will not be (or will have ceased to be) a FATCA Exempt Party on or after that FATCA Application Date; or (iii3) the Agent notifies the Borrower and the Lenders that the Agent will not be (or will have ceased to be) a FATCA Exempt Party on or after that FATCA Application Date; and (in each case) the Borrower or a Lender reasonably believes that a Party will be required to make a FATCA Deduction that would not be required if the Agent were a FATCA Exempt Party, and the Borrower or that LenderL▇▇▇▇▇, by notice to the Agent, requires it to resign. (J) Any successor Agent and each of the other Parties shall have the same rights and obligations amongst themselves as they would have had if such successor had been a party to the Agreement on the date of the Agreement.

Resignation of the Agent. (a) The Agent may resign (without giving any reason therefor and without being responsible for any costs occasioned by such resignation) and appoint one of its Affiliates acting through an office in Hong Kong or Macau the United Kingdom as successor by giving notice to the Lenders and the Borrower. (b) Alternatively the Agent may resign (without giving any reason therefor and without being responsible for any costs occasioned by such resignation) by giving 30 days’ notice to the Lenders and the Borrower, in which case the Majority Lenders ▇▇▇▇▇▇▇ (after consultation with the Borrower) may appoint a successor Agent. (c) If the Majority Lenders have not appointed a successor Agent in accordance with paragraph (b) above within 30 20 days after notice of resignation was given, the retiring Agent (after consultation with the Borrower) may appoint (at the cost of the Borrower) a successor Agent (acting through an office in Hong Kong or Macauthe United Kingdom). (d) If the Agent wishes to resign because (acting reasonably) it has concluded that it is no longer appropriate for it to remain as agent and the Agent is entitled to appoint a successor Agent under paragraph (c) above, the Agent may (if it concludes (acting reasonably) that it is necessary to do so in order to persuade the proposed successor Agent to become a party to this Agreement as Agent) agree with the proposed successor Agent amendments to this Clause 28 and any other term of this Agreement dealing with the rights or obligations of the Agent 25 consistent with then current market practice for the appointment and protection of corporate trusteestrustees together with any reasonable amendments to the agency fee payable under this Agreement which are consistent with the successor Agent’s normal fee rates and those amendments will bind the Parties. (e) The retiring Agent shall, at its own cost, shall make available to the successor Agent such documents and records and provide such assistance as the successor Agent may reasonably request for the purposes of performing its functions as Agent under the Finance Documents. The Borrower shall, within three Business Days of demand, reimburse the retiring Agent for the amount of all costs, fees and expenses (including legal fees) properly incurred by it in making available such documents and records and providing such assistance. (f) The Agent’s resignation notice shall only take effect upon the appointment of a successor in accordance with the Finance Documents (including such successor’s accession to the Intercreditor Agreement in the capacity as Agent). (g) Upon the appointment of a successor, the retiring Agent shall be discharged from any further obligation in respect of the Finance Documents (other than its obligations under paragraph (e) above) but shall remain entitled to the benefit of Clause 17.3 14.3 (Indemnity to the AgentIndemnities), Clause 16 (Costs and Expenses) and this Clause 28 25 (and any agency fees for the account of the retiring Agent shall cease to accrue from (and shall be payable on) that date). Its Any successor and each of the other Parties shall have the same rights and obligations amongst themselves as they would have had if such successor had been an original Party. (h) After consultation with the Borrower, the Majority Lenders may, by notice to the Agent, require it to resign in accordance with paragraph (b) above. In this event, the Agent shall resign in accordance with paragraph (b) above. (i) The Agent shall resign in accordance with paragraph (b) above (and, to the extent applicable, shall use reasonable endeavours to appoint a successor Agent pursuant to paragraph (bc) above) if on or after the date which is three months before the earliest FATCA Application Date relating to any payment to the Agent under the Finance Documents, either: (i) the Agent fails to respond to a request under Clause 15.8 12.7 (FATCA Informationinformation) and the Borrower or a Lender reasonably believes that the Agent will not be (or will have ceased to be) a FATCA Exempt Party on or after that FATCA Application Date; (ii) the information supplied by the Agent pursuant to Clause 15.8 12.7 (FATCA Informationinformation) indicates that the Agent will not be (or will have ceased to be) a FATCA Exempt Party on or after that FATCA Application Date; or (iii) the Agent notifies the Borrower and the Lenders that the Agent will not be (or will have ceased to be) a FATCA Exempt Party on or after that FATCA Application Date; and (in each case) the Borrower or a Lender reasonably believes that a Party will be required to make a FATCA Deduction that would not be required if the Agent were a FATCA Exempt Party, and the Borrower or that Lender▇▇▇▇▇▇, by notice to the Agent, requires it to resign.

Resignation of the Agent. (a) The Agent may resign and appoint one at any time give notice of its Affiliates acting through an office in Hong Kong or Macau as successor by giving notice resignation to the Lenders and the Borrower. (b) Alternatively . Upon receipt of any such notice of resignation, the Agent may resign by giving notice Required Lenders shall have the right, subject to the Lenders and consent of the Borrower, in which case the Majority Lenders (after consultation with the Borrower) may to appoint a successor, which shall be a bank with an office in the United States, or an Affiliate of any such bank with an office in the United States. If no such successor Agent. shall have been so appointed and shall have accepted such appointment within thirty (c30) If the Majority Lenders have not appointed a successor Agent in accordance with paragraph (b) above within 30 days after the retiring Agent gives notice of resignation was givenits resignation, then the retiring Agent (after consultation with may on behalf of the Borrower) may Lenders, appoint a successor Agent (acting through an office in Hong Kong or Macau). (d) If meeting the qualifications set forth above with the consent of the Borrower; provided that if the Agent wishes to resign because (acting reasonably) it has concluded that it is no longer appropriate for it to remain as agent shall notify the Borrower and the Agent is entitled to appoint a successor Agent under paragraph (c) aboveLenders that no qualifying Person has accepted such appointment, the Agent may (if it concludes (acting reasonably) that it is necessary to do so in order to persuade the proposed successor Agent to then such resignation shall nonetheless become a party to this Agreement as Agent) agree with the proposed successor Agent amendments to this Clause 28 and any other term of this Agreement dealing with the rights or obligations of the Agent consistent with then current market practice for the appointment and protection of corporate trustees (e) The retiring Agent shall, at its own cost, make available to the successor Agent such documents and records and provide such assistance as the successor Agent may reasonably request for the purposes of performing its functions as Agent under the Finance Documents. (f) The Agent’s resignation notice shall only take effect upon the appointment of a successor effective in accordance with the Finance Documents such notice and (including such successor’s accession to the Intercreditor Agreement in the capacity as Agent). (g1) Upon the appointment of a successor, the retiring Agent shall be discharged from its duties and obligations hereunder and under the other Loan Documents (except that in the case of any further obligation in respect collateral security held by the Agent on behalf of the Finance Documents (other than its obligations Lenders under paragraph (e) above) but shall remain entitled to any of the benefit of Clause 17.3 (Indemnity to the Agent) and this Clause 28 (and any agency fees for the account of Loan Documents, the retiring Agent shall cease continue to accrue from (and shall be payable on) that date). Its successor and each of the other Parties shall have the same rights and obligations amongst themselves hold such collateral security until such time as they would have had if such successor had been an original Party. (h) The Agent shall resign in accordance with paragraph (b) above (and, to the extent applicable, shall use reasonable endeavours to appoint a successor Agent pursuant is appointed) and (2) all payments, communications and determinations provided to paragraph (b) above) if on be made by, to or after the date which is three months before the earliest FATCA Application Date relating to any payment to through the Agent shall instead be made by or to each Lender directly, until such time as a successor Agent shall be appointed as provided for above in this Section 9.06. Upon the acceptance of a successor’s appointment as the Agent hereunder, such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring (or retired) the Agent, and the retiring Agent shall be discharged from all of its duties and obligations hereunder or under the Finance Documents, either: other Loan Documents (i) if not already discharged therefrom as provided above in this Section 9.06). The fees payable by the Agent fails to respond Borrower to a request under Clause 15.8 (FATCA Information) and successor Agent shall be the Borrower or a Lender reasonably believes that the Agent will not be (or will have ceased same as those payable to be) a FATCA Exempt Party on or after that FATCA Application Date; (ii) the information supplied by the Agent pursuant to Clause 15.8 (FATCA Information) indicates that the Agent will not be (or will have ceased to be) a FATCA Exempt Party on or after that FATCA Application Date; or (iii) the Agent notifies its predecessor unless otherwise agreed between the Borrower and such successor. After the Lenders that retiring Agent’s resignation hereunder and under the other Loan Documents, the provisions of this Article and Sections 10.04 and 10.05 shall continue in effect for the benefit of such retiring Agent, its sub-agents and their respective Related Parties in respect of any actions taken or omitted to be taken by any of them while the retiring Agent will not be (or will have ceased to be) a FATCA Exempt Party on or after that FATCA Application Date; and (in each case) the Borrower or a Lender reasonably believes that a Party will be required to make a FATCA Deduction that would not be required if the Agent were a FATCA Exempt Party, and the Borrower or that Lender, by notice to was acting as the Agent, requires it to resign.

Resignation of the Agent. (a) The Agent may resign and appoint one at any time give notice of its Affiliates acting through an office in Hong Kong or Macau as successor by giving notice resignation to the Lenders and the Borrower. Upon receipt of any such notice of resignation, the Requisite 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 Requisite Lenders and shall have accepted such appointment within 30 days after the retiring Agent gives notice of its resignation (or such earlier day as shall be agreed by the Requisite Lenders) (the “Resignation Effective Date”), then the retiring Agent may (but shall not be obligated to) on behalf of the Lenders, appoint a successor Agent meeting the qualifications set forth above, provided that in no event shall any such successor Agent be a Defaulting Lender. Whether or not a successor has been appointed, such resignation shall become effective in accordance with such notice on the Resignation Effective Date. (b) Alternatively If the Person serving as Agent may resign by giving notice is a Defaulting Lender pursuant to clause (d) of the definition thereof, the Requisite Lenders may, to the Lenders extent permitted by Applicable Law, by notice in writing to the Borrower and the Borrowersuch Person remove such Person as Agent and, in which case the Majority Lenders (after consultation with the Borrower) may , appoint a successor. If no such successor Agentshall have been so appointed by the Requisite Lenders and shall have accepted such appointment within 30 days (or such earlier day as shall be agreed by the Required Lenders) (the “Removal Effective Date”), then such removal shall nonetheless become effective in accordance with such notice on the Removal Effective Date. (c) If With effect from the Majority Lenders have not appointed a successor Agent in accordance with paragraph Resignation Effective Date or the Removal Effective Date (bas applicable) above within 30 days after notice of resignation was given, the Agent (after consultation with the Borrower1) may appoint a successor Agent (acting through an office in Hong Kong or Macau). (d) If the Agent wishes to resign because (acting reasonably) it has concluded that it is no longer appropriate for it to remain as agent and the Agent is entitled to appoint a successor Agent under paragraph (c) above, the Agent may (if it concludes (acting reasonably) that it is necessary to do so in order to persuade the proposed successor Agent to become a party to this Agreement as Agent) agree with the proposed successor Agent amendments to this Clause 28 and any other term of this Agreement dealing with the rights or obligations of the Agent consistent with then current market practice for the appointment and protection of corporate trustees (e) The retiring Agent shall, at its own cost, make available to the successor Agent such documents and records and provide such assistance as the successor Agent may reasonably request for the purposes of performing its functions as Agent under the Finance Documents. (f) The Agent’s resignation notice shall only take effect upon the appointment of a successor in accordance with the Finance Documents (including such successor’s accession to the Intercreditor Agreement in the capacity as Agent). (g) Upon the appointment of a successor, the retiring or removed Agent shall be discharged from its duties and obligations hereunder and under the other Loan Documents and (2) except for any further obligation in respect of the Finance Documents (indemnity payments or other than its obligations under paragraph (e) above) but shall remain entitled amounts then owed to the benefit of Clause 17.3 (Indemnity retiring or removed Agent, all payments, communications and determinations provided to be made by, to or through the Agent) and this Clause 28 (and any agency fees for the account of the retiring Agent shall cease instead be made by or to accrue from (and shall be payable on) that date). Its successor and each of Lender directly, until such time, if any, as the other Parties shall have the same rights and obligations amongst themselves as they would have had if such successor had been an original Party. (h) The Agent shall resign in accordance with paragraph (b) above (and, to the extent applicable, shall use reasonable endeavours to Requisite Lenders appoint a successor Agent pursuant as provided for above. Upon the acceptance of a successor’s appointment as Agent hereunder, such successor shall succeed to paragraph and become vested with all of the rights, powers, privileges and duties of the retiring (bor removed) aboveAgent (other than as provided in Section 3.11(g) if on and other than any rights to indemnity payments or after the date which is three months before the earliest FATCA Application Date relating to any payment other amounts owed to the retiring or removed Agent under as of the Finance DocumentsResignation Effective Date or the Removal Effective Date, either: (i) the Agent fails to respond to a request under Clause 15.8 (FATCA Information) and the Borrower or a Lender reasonably believes that the Agent will not be (or will have ceased to be) a FATCA Exempt Party on or after that FATCA Application Date; (ii) the information supplied by the Agent pursuant to Clause 15.8 (FATCA Information) indicates that the Agent will not be (or will have ceased to be) a FATCA Exempt Party on or after that FATCA Application Date; or (iii) the Agent notifies the Borrower and the Lenders that the Agent will not be (or will have ceased to be) a FATCA Exempt Party on or after that FATCA Application Date; and (in each case) the Borrower or a Lender reasonably believes that a Party will be required to make a FATCA Deduction that would not be required if the Agent were a FATCA Exempt Partyas applicable), and the Borrower retiring or that Lender, by notice to removed Agent shall be discharged from all of its duties and obligations hereunder or under the Agent, requires it to resignother Loan Documents (if not already discharged therefrom as provided above in this Section 11.

Resignation of the Agent. (a) The Agent may resign and appoint one of its Affiliates acting through an office in Hong Kong or Macau as successor by giving notice to the Lenders and the Borrower. (b) Alternatively the Agent may resign by giving notice to the Lenders other Finance Parties and the Borrower, in which case the Majority Lenders (after consultation with the Borrower) may appoint a successor Agent. (c) If the Majority Lenders have not appointed a successor Agent in accordance with paragraph (bclause 32.11(b) above within 30 days after notice of resignation was given, the Agent (after consultation with the Borrower) may appoint a successor Agent (acting through an office in Hong Kong or Macau)Agent. (d) If the Agent wishes to resign because (acting reasonably) it has concluded that it is no longer appropriate for it to remain as agent and the Agent is entitled to appoint a successor Agent under paragraph (c) above, the Agent may (may, if it concludes (acting reasonably) that it is necessary to do so in order to persuade the proposed successor Agent to become a party to this Agreement as Agent) , agree with the proposed successor Agent (subject to the Borrower’s approval in respect of any matters that would materially change the Borrower’s liability under this Agreement) amendments to this Clause 28 clause 32 and any other term of this Agreement dealing with the rights or obligations of the Agent consistent with then current market practice for the appointment and protection of corporate trustees, together with any reasonable amendments to the agency fee payable under this Agreement (subject to the Borrower’s approval (such approval not to be unreasonably withheld)) which are consistent with the successor Agent’s normal fee rates and those amendments will bind the Parties. (e) The retiring Agent shall, either at the Lenders’ expense if it has been required to resign pursuant to clause 32.11(h) or otherwise at its own cost, make available to the successor Agent such documents and records and provide such assistance as the successor Agent may reasonably request for the purposes of performing its functions as Agent under the Finance Documents. (f) The Agent’s resignation notice shall only take effect upon the appointment of a successor in accordance with the Finance Documents (including such successor’s accession to the Intercreditor Agreement in the capacity as Agent). (g) Upon the appointment of a successor, the retiring Agent shall be discharged from any further obligation in respect of the Finance Documents (other than its obligations under paragraph (e) above) but shall remain entitled to the benefit of Clause 17.3 clause 14.3 (Indemnity to the Agent) and this Clause 28 clause 32 (and any agency fees for the account of the retiring Agent shall cease to accrue from (and shall be payable on) that date). Its successor and each of the other Parties shall have the same rights and obligations amongst themselves as they would have had if such successor had been an original Party. (h) After consultation with the Borrower, the Majority Lenders may, by notice to the Agent, require it to resign in accordance with clause 32.11(a). In this event, the Agent shall resign in accordance with clause 32.11(a). (i) At any time after the appointment of a successor, the retiring Agent shall execute all acts, deeds and documents reasonably required by its successor to transfer to it (or its nominee, as it may direct) any property, assets and rights previously vested in the retiring Agent pursuant to the Security Documents and which shall not have vested in its successor by operation of law. All such acts, deeds and documents shall be done or, as the case may be, executed at the cost of the retiring Agent (except where the Agent is retiring pursuant to clause 32.11(h) in which case such costs shall be borne by the Lenders (in proportion to its share of the Total Commitments or, if the Total Commitments are then zero, to its share of the Total Commitments immediately prior to their reduction to zero). (j) The Agent shall resign in accordance with paragraph (bclause 32.11(b) above (and, to the extent applicable, shall use reasonable endeavours to appoint a successor Agent pursuant to paragraph (b32.11(c) above) if on or after the date which is three months before the earliest FATCA Application Date relating to any payment to the Agent under the Finance Documents, either: (i) the Agent fails to respond to a request under Clause 15.8 clause 12.8 (FATCA Information) and the Borrower or a Lender reasonably believes that the Agent will not be (or will have ceased to be) a FATCA Exempt Party on or after that FATCA Application Date; (ii) the information supplied by the Agent pursuant to Clause 15.8 clause 12.8 (FATCA Information) indicates that the Agent will not be (or will have ceased to be) a FATCA Exempt Party on or after that FATCA Application Date; or (iii) the Agent notifies the Borrower and the Lenders that the Agent will not be (or will have ceased to be) a FATCA Exempt Party on or after that FATCA Application Date; and (in each case) the Borrower or a Lender reasonably believes that a Party will be required to make a FATCA Deduction that would not be required if the Agent were a FATCA Exempt Party, and the Borrower or that Lender▇▇▇▇▇▇, by notice to the Agent, requires it to resign.

Resignation of the Agent. (a) The Agent may resign and appoint one at any time give notice of its Affiliates acting through an office in Hong Kong or Macau resignation as successor by giving notice Agent to the Lenders and the Borrower. . Upon receipt of any such notice of resignation, the Required Lenders shall have the right, with approval from the Borrower (bso long as no Event of Default has occurred and is continuing), to appoint a successor, such approval not to be unreasonably withheld or delayed. If no such successor shall have been so appointed and by the Required Lenders and so approved by the Borrower (as applicable) Alternatively within thirty (30) days after the retiring Agent gives notice of its resignation, then the retiring Agent may resign by giving notice to on behalf of the Lenders and the BorrowerLenders, in which case the Majority Lenders (after consultation with the Borrower) may appoint a successor Agent. (c) If the Majority Lenders have not appointed a successor Agent in accordance with paragraph (b) above within 30 days after notice of resignation was given, the Agent (after consultation with the Borrower) may appoint a successor Agent (acting through an office in Hong Kong or Macau). (d) If meeting the qualifications set forth above; provided that if the Agent wishes to resign because (acting reasonably) it has concluded that it is no longer appropriate for it to remain as agent shall notify the Borrower and the Agent is entitled to appoint a successor Agent under paragraph (c) aboveLenders that no qualifying Person has accepted such appointment, the Agent may (if it concludes (acting reasonably) that it is necessary to do so in order to persuade the proposed successor Agent to then such resignation shall nonetheless become a party to this Agreement as Agent) agree with the proposed successor Agent amendments to this Clause 28 and any other term of this Agreement dealing with the rights or obligations of the Agent consistent with then current market practice for the appointment and protection of corporate trustees (e) The retiring Agent shall, at its own cost, make available to the successor Agent such documents and records and provide such assistance as the successor Agent may reasonably request for the purposes of performing its functions as Agent under the Finance Documents. (f) The Agent’s resignation notice shall only take effect upon the appointment of a successor effective in accordance with the Finance Documents such notice and (including such successor’s accession to the Intercreditor Agreement in the capacity as Agent). (ga) Upon the appointment of a successor, the retiring Agent shall be discharged from its duties and obligations hereunder and under the other Loan Documents (except that in the case of any further obligation in respect collateral security held by the Agent on behalf of the Finance Documents (other than its obligations under paragraph (e) above) but shall remain entitled to any of the benefit of Clause 17.3 (Indemnity to the Agent) and this Clause 28 (and any agency fees for the account of Loan Documents, the retiring Agent shall cease continue to accrue from (hold such collateral security until such time as a successor Agent is appointed) and shall be payable on) that date). Its successor and each of the other Parties shall have the same rights and obligations amongst themselves as they would have had if such successor had been an original Party. (h) The Agent shall resign in accordance with paragraph (b) above (andall payments, communications and determinations provided to be made by, to or through the extent applicableAgent shall instead be made by or to each Lender directly, shall use reasonable endeavours to until such time as the Required Lenders appoint a successor Agent pursuant as provided for above in this Section. Upon the acceptance of a successor’s appointment as Agent hereunder, such successor shall succeed to paragraph and become vested with all of the rights, powers, privileges and duties of the retiring (bor retired) above) if on Agent, and the retiring Agent shall be discharged from all of its duties and obligations hereunder or after the date which is three months before the earliest FATCA Application Date relating to any payment to the Agent under the Finance Documents, either: other Loan Documents (i) if not already discharged therefrom as provided above in this Section). The fees payable by the Agent fails to respond Borrower to a request under Clause 15.8 (FATCA Information) and successor Agent shall be the Borrower or a Lender reasonably believes that the Agent will not be (or will have ceased same as those payable to be) a FATCA Exempt Party on or after that FATCA Application Date; (ii) the information supplied by the Agent pursuant to Clause 15.8 (FATCA Information) indicates that the Agent will not be (or will have ceased to be) a FATCA Exempt Party on or after that FATCA Application Date; or (iii) the Agent notifies its predecessor unless otherwise agreed between the Borrower and such successor. After the Lenders that retiring Agent’s resignation hereunder and under the Agent will not be (or will have ceased to be) a FATCA Exempt Party on or after that FATCA Application Date; other Loan Documents, the provisions of this Section 10.14 and (Section 11.3 shall continue in each case) effect for the Borrower or a Lender reasonably believes that a Party will be required to make a FATCA Deduction that would not be required if the Agent were a FATCA Exempt Partybenefit of such retiring Agent, its sub-agents and their respective Affiliates, and their and their Affiliates’ respective partners, directors, officers, employees, agents and advisors (for purposes hereof, “Related Parties”) in respect of any actions taken or omitted to be taken by any of them while the Borrower or that Lender, by notice to the retiring Agent was acting as Agent, requires it to resign.

Resignation of the Agent. (a) The Agent may resign and appoint one of its Affiliates acting through an office in Hong Kong Paris or Macau the United Kingdom as successor by giving notice to the Lenders and the BorrowerCompany. (b) Alternatively the Agent may resign by giving notice to the Lenders and the BorrowerCompany, in which case the Majority Lenders (after close consultation with the BorrowerCompany) may appoint a successor Agent. (c) If the Majority Lenders have not appointed a successor Agent in accordance with paragraph (b) above within 30 days after notice of resignation was given, the Agent (after close consultation with the BorrowerCompany) may appoint a successor Agent (acting through an office in Hong Kong Paris or Macauthe United Kingdom). (d) If the Agent wishes to resign because (acting reasonably) it has concluded that it is no longer appropriate for it to remain as agent and the Agent is entitled to appoint a successor Agent under paragraph (c) above, the Agent may (if it concludes (acting reasonably) that it is necessary to do so in order to persuade the proposed successor Agent to become a party to this Agreement as Agent) agree with the proposed successor Agent amendments to this Clause 28 and any other term of this Agreement dealing with the rights or obligations of the Agent consistent with then current market practice for the appointment and protection of corporate trustees (e) The retiring Agent shall, at its own cost, make available to the successor Agent such documents and records and provide such assistance as the successor Agent may reasonably request for the purposes of performing its functions as Agent under the Finance Documents. (fe) The Agent’s 's resignation notice shall only take effect upon the appointment of a successor in accordance with the Finance Documents (including such successor’s accession to the Intercreditor Agreement in the capacity as Agent). (gf) Upon the appointment of a successor, the retiring Agent shall be discharged from any further obligation in respect of the Finance Documents (other than its obligations under paragraph (e) above) but shall remain entitled to the benefit of Clause 17.3 (Indemnity to the Agent) and this Clause 28 (and any agency fees for the account of the retiring Agent shall cease to accrue from (and shall be payable on) that date)28. Its successor and each of the other Parties shall have the same rights and obligations amongst themselves as they would have had if such successor had been an original Party. (hg) The After consultation with the Company, the Majority Lenders may, by notice to the Agent, require it to resign in accordance with paragraph (b) above. In this event, the Agent shall resign in accordance with paragraph (b) above above. (h) The Company may request that the Agent should resign and put such resignation to a vote of the Lenders. The Lenders shall consider the grounds of the Company's request and any submissions of the Agent and, within 10 Business Days of receiving notice of such request from the Company through the Agent, the Lenders shall (acting reasonably) vote on whether the Agent should resign or not. If the Majority Lenders vote to remove the extent applicableAgent, the Agent shall use reasonable endeavours to appoint a successor Agent pursuant to resign in accordance with paragraph (b) above) if on or after the date which is three months before the earliest FATCA Application Date relating to any payment to the Agent under the Finance Documents, either: (i) the Agent fails to respond to a request under Clause 15.8 (FATCA Information) and the Borrower or a Lender reasonably believes that the Agent will not be (or will have ceased to be) a FATCA Exempt Party on or after that FATCA Application Date; (ii) the information supplied by the Agent pursuant to Clause 15.8 (FATCA Information) indicates that the Agent will not be (or will have ceased to be) a FATCA Exempt Party on or after that FATCA Application Date; or (iii) the Agent notifies the Borrower and the Lenders that the Agent will not be (or will have ceased to be) a FATCA Exempt Party on or after that FATCA Application Date; and (in each case) the Borrower or a Lender reasonably believes that a Party will be required to make a FATCA Deduction that would not be required if the Agent were a FATCA Exempt Party, and the Borrower or that Lender, by notice to the Agent, requires it to resign.

Resignation of the Agent. (a) The Agent may resign and appoint one at any time give notice of its Affiliates acting through an office in Hong Kong or Macau as successor by giving notice resignation to the Lenders and the Borrower. (b) Alternatively . Upon receipt of any such notice of resignation, the Agent may resign by giving notice to Required Lenders shall have the Lenders and the Borrowerright, in which case the Majority Lenders (after consultation with the Borrower) may , to appoint a successor, which shall be a bank with an office in the United States, or an Affiliate of any such bank with an office in the United States. If no such successor Agent. (c) If shall have been so appointed by the Majority Required Lenders and shall have not appointed a successor Agent in accordance with paragraph (b) above accepted such appointment within 30 days after the retiring Agent gives notice of its resignation was given(or such earlier day as shall be agreed by the Required Lenders) (the “Resignation Effective Date”), then the retiring Agent may (after consultation with but shall not be obligated to) on behalf of the Borrower) may Lenders appoint a successor Agent (acting through an office in Hong Kong or Macau). (d) If meeting the qualifications set forth above; provided that if the Agent wishes to resign because (acting reasonably) it shall notify the Borrower that no qualifying Person has concluded that it is no longer appropriate for it to remain as agent and the Agent is entitled to appoint a successor Agent under paragraph (c) aboveaccepted such appointment, the Agent may (if it concludes (acting reasonably) that it is necessary to do so in order to persuade the proposed successor Agent to then such resignation shall nonetheless become a party to this Agreement as Agent) agree with the proposed successor Agent amendments to this Clause 28 and any other term of this Agreement dealing with the rights or obligations of the Agent consistent with then current market practice for the appointment and protection of corporate trustees (e) The retiring Agent shall, at its own cost, make available to the successor Agent such documents and records and provide such assistance as the successor Agent may reasonably request for the purposes of performing its functions as Agent under the Finance Documents. (f) The Agent’s resignation notice shall only take effect upon the appointment of a successor effective in accordance with such notice on the Finance Documents (including such successor’s accession to the Intercreditor Agreement in the capacity as Agent). (g) Upon the appointment of a successor, Resignation Effective Date and the retiring Agent shall be discharged from its duties and obligations hereunder and under the other Loan Documents (except that in the case of any further obligation in respect collateral security held by the Agent on behalf of the Finance Documents (other than its obligations Lenders under paragraph (e) above) but shall remain entitled to any of the benefit of Clause 17.3 (Indemnity to the Agent) and this Clause 28 (and any agency fees for the account of Loan Documents, the retiring Agent shall cease continue to accrue from (and shall be payable on) that datehold such collateral security until such time as a successor Agent is appointed). Its successor and each of the other Parties shall have the same rights and obligations amongst themselves as they would have had if such successor had been an original Party. (ha) The If the Person serving as Agent is a Defaulting Lender pursuant to clause (d) of the definition thereof, the Required Lenders may, to the extent permitted by applicable law, by notice in writing to the Borrower and such Person remove such Person as Agent and, in consultation with the Borrower, appoint a successor. If no such successor shall resign have been so appointed by the Required Lenders and shall have accepted such appointment within 30 days (or such earlier day as shall be agreed by the Required Lenders) (the “Removal Effective Date”), then such removal shall nonetheless become effective in accordance with paragraph such notice on the Removal Effective Date. (b) With effect from the Resignation Effective Date or the Removal Effective Date (as applicable) (i) the retiring or removed Agent shall be discharged from its duties and obligations hereunder and under the other Loan Documents and (ii) except for any indemnity payments or other amounts then owed to the retiring or removed Agent, all payments, communications and determinations provided to be made by, to or through the Agent shall instead be made by or to each Lender directly, until such time, if any, as the Required Lenders appoint a successor Agent as provided for above. Upon the acceptance of a successor’s appointment as Agent hereunder, such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring (or removed) Agent (other than as provided in Section 5.10 and other than any rights to indemnity payments or other amounts owed to the retiring or removed Agent as of the Resignation Effective Date or the Removal Effective Date, as applicable), and the retiring or removed Agent shall be discharged from all of its duties and obligations hereunder or under the other Loan Documents (if not already discharged therefrom as provided above in this Section). The fees payable by the Borrower to a successor Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Borrower and such successor. After the retiring or removed Agent’s resignation or removal hereunder and under the other Loan Documents, the provisions of this Article 10 and Section 13.03 shall continue in effect for the benefit of such retiring or removed Agent, its agents, attorneys-in-fact and their respective Related Parties in respect of any actions taken or omitted to be taken by any of them while the retiring or removed Agent was acting as Agent. (c) Any successor Agent appointed pursuant to clause (a) or (b) above (and, agrees to be bound by and shall enter into the extent applicable, shall use reasonable endeavours No Proceedings Letter as a condition to appoint a successor Agent pursuant to paragraph (b) above) if on or after the date which is three months before the earliest FATCA Application Date relating to any payment to the Agent under the Finance Documents, either: (i) the Agent fails to respond to a request under Clause 15.8 (FATCA Information) and the Borrower or a Lender reasonably believes that the Agent will not be (or will have ceased to be) a FATCA Exempt Party on or after that FATCA Application Date; (ii) the information supplied by the Agent pursuant to Clause 15.8 (FATCA Information) indicates that the Agent will not be (or will have ceased to be) a FATCA Exempt Party on or after that FATCA Application Date; or (iii) the Agent notifies the Borrower and the Lenders that the Agent will not be (or will have ceased to be) a FATCA Exempt Party on or after that FATCA Application Date; and (in each case) the Borrower or a Lender reasonably believes that a Party will be required to make a FATCA Deduction that would not be required if the Agent were a FATCA Exempt Party, and the Borrower or that Lender, by notice to the Agent, requires it to resignsuch appointment.

Resignation of the Agent. (aA) The Agent may resign and appoint one of its Affiliates acting through an office in Hong Kong or Macau as successor by giving notice to the Lenders other Finance Parties and the BorrowerParent Company. (bB) Alternatively the Agent may resign by giving notice to the Lenders other Finance Parties and the BorrowerParent Company, in which case the Majority Lenders (after consultation with the BorrowerParent Company) may appoint a successor Agent. (cC) If the Majority Lenders have not appointed a successor Agent in accordance with paragraph (bB) above within 30 days after notice of resignation was given, the retiring Agent (after consultation with the BorrowerParent Company) may appoint a successor Agent (acting through an office in Hong Kong or Macau)Agent. (dD) If the Agent wishes to resign because (acting reasonably) it has concluded that it is no longer appropriate for it to remain as agent and the Agent is entitled to appoint a successor Agent under paragraph (c) above, the Agent may (if it concludes (acting reasonably) that it is necessary to do so in order to persuade the proposed successor Agent to become a party to this Agreement as Agent) agree with the proposed successor Agent amendments to this Clause 28 and any other term of this Agreement dealing with the rights or obligations of the Agent consistent with then current market practice for the appointment and protection of corporate trustees (e) The A retiring Agent shall, at its own cost, make available to the successor Agent such documents and records and provide such assistance as the successor Agent may reasonably request for the purposes of performing its functions as Agent under the Finance Documents. (fE) The Agent’s 's resignation notice shall only take effect upon the appointment of a successor in accordance with the Finance Documents (including such successor’s accession to the Intercreditor Agreement in the capacity as Agent). (gF) Upon the appointment of a successor, the retiring Agent shall be discharged from any further obligation in respect of the Finance Documents (other than its obligations under paragraph (e) above) but shall remain entitled to the benefit of Clause 17.3 (Indemnity to the Agent) and this Clause 28 (and any agency fees for the account of the retiring Agent shall cease to accrue from (and shall be payable on) that date)28. Its successor and each of the other Parties shall have the same rights and obligations amongst themselves as they would have had if such successor had been an original Party. (hG) The Agent shall resign in accordance with paragraph (bB) above (and, to the extent applicable, shall use reasonable endeavours to appoint a successor Agent pursuant to paragraph (bC) above) if on or after the date which is three months before the earliest FATCA Application Date relating to any payment to the Agent under the Finance Documents, either: (i) the Agent fails to respond to a request under Clause 15.8 15.7 (FATCA Information) and the Borrower Parent Company or a Lender reasonably believes that the Agent will not be (or will have ceased to be) a FATCA Exempt Party on or after that FATCA Application Date; (ii) the information supplied by the Agent pursuant to Clause 15.8 15.7 (FATCA Information) indicates that the Agent will not be (or will have ceased to be) a FATCA Exempt Party on or after that FATCA Application Date; or (iii) the Agent notifies the Borrower Parent Company and the Lenders that the Agent will not be (or will have ceased to be) a FATCA Exempt Party on or after that FATCA Application Date; and (in each case) the Borrower Parent Company or a Lender reasonably believes that a Party will be required to make a FATCA Deduction that would not be required if the Agent were a FATCA Exempt Party, and the Borrower Parent Company or that Lender, by notice to the Agent, requires it to resign.

Resignation of the Agent. (a) The Agent may resign and appoint one of its Affiliates acting through an office in Hong Kong or Macau as successor by giving notice to the Lenders and the BorrowerCompany. (b) Alternatively the Agent may resign by giving 30 days’ notice to the Lenders and the BorrowerCompany, in which case the Majority Lenders (after consultation with the BorrowerCompany) may appoint a successor Agent. (c) If the Majority Lenders have not appointed a successor Agent in accordance with paragraph (b) above within 30 20 days after notice of resignation was given, the retiring Agent (after consultation with the BorrowerCompany) may appoint a successor Agent (acting through an office in Hong Kong or Macau)Agent. (d) If the Agent wishes to resign because (acting reasonably) it has concluded that it is no longer appropriate for it to remain as agent and the Agent is entitled to appoint a successor Agent under paragraph (c) above, the Agent may (if it concludes (acting reasonably) that it is necessary to do so in order to persuade the proposed successor Agent to become a party to this Agreement as Agent) agree with the proposed successor Agent amendments to this Clause 28 26 and any other term of this Agreement dealing with the rights or obligations of the Agent consistent with then current market practice for the appointment and protection of corporate trusteestrustees together with any reasonable amendments to the agency fee payable under this Agreement which are consistent with the successor Agent’s normal fee rates and those amendments will bind the Parties. (e) The retiring Agent shall, at its own cost, make available to the successor Agent such documents and records and provide such assistance as the successor Agent may reasonably request for the purposes of performing its functions as Agent under the Finance Documents. The Company shall, within three Business Days of demand, reimburse the retiring Agent for the amount of all costs and expenses (including legal fees) properly incurred by it in making available such documents and records and providing such assistance, except in circumstances where the retiring Agent resigns voluntarily. (f) The Agent’s resignation notice shall only take effect upon the appointment of a successor in accordance with the Finance Documents (including such successor’s accession to the Intercreditor Agreement in the capacity as Agent). (g) Upon the appointment of a successor, the retiring Agent shall be discharged from any further obligation in respect of the Finance Documents (other than its obligations under paragraph (e) above) but shall remain entitled to the benefit of Clause 17.3 16.3 (Indemnity to the Agent) and this Clause 28 26 (and any agency fees for the account of the retiring Agent shall cease to accrue from (and shall be payable on) that date). Its Any successor and each of the other Parties shall have the same rights and obligations amongst themselves as they would have had if such successor had been an original Party. (h) After consultation with the Company, the Majority Lenders may, by notice to the Agent, require it to resign in accordance with paragraph (b) above. In this event, the Agent shall resign in accordance with paragraph (b) above. (i) The Agent shall resign in accordance with paragraph (b) above (and, to the extent applicable, shall use reasonable endeavours to appoint a successor Agent pursuant to paragraph (bc) above) if on or after the date which is three months Months before the earliest FATCA Application Date relating to any payment to the Agent under the Finance Documents, either: (i) the Agent fails to respond to a request under Clause 15.8 14.9 (FATCA Information) and the Borrower Company or a Lender reasonably believes that the Agent will not be (or will have ceased to be) a FATCA Exempt Party on or after that FATCA Application Date; (ii) the information supplied by the Agent pursuant to Clause 15.8 14.9 (FATCA Information) indicates that the Agent will not be (or will have ceased to be) a FATCA Exempt Party on or after that FATCA Application Date; or (iii) the Agent notifies the Borrower Company and the Lenders that the Agent will not be (or will have ceased to be) a FATCA Exempt Party on or after that FATCA Application Date; and (in each case) the Borrower Company or a Lender reasonably believes that a Party will be required to make a FATCA Deduction that would not be required if the Agent were a FATCA Exempt Party, and the Borrower Company or that Lender, by notice to the Agent, requires it to resign.

Resignation of the Agent. (a) The Agent may resign as Agent and/or Security Agent and appoint one of its Affiliates acting through an office in Hong Kong or Macau as successor by giving notice to the Lenders other Finance Parties, the Hedging Banks and the Borrower. (b) Alternatively the Agent may resign as Agent and/or Security Agent by giving thirty (30) days’ notice to the Lenders other Finance Parties, the Hedging Banks and the Borrower, in which case the Majority Lenders (after consultation with the Borrower) may appoint a successor Agent and/or Security Agent. (c) If the Majority Lenders have not appointed a successor Agent and/or Security Agent in accordance with paragraph (b) above within 30 20 days after notice of resignation was given, the retiring Agent (after consultation with the Borrower) may appoint a successor Agent (acting through an office in Hong Kong or Macau)and/or Security Agent. (d) If the Agent wishes to resign because (acting reasonably) it has concluded that it is no longer appropriate for it to remain as agent and the Agent is entitled to appoint a successor Agent under paragraph (c) above, the Agent may (if it concludes (acting reasonably) that it is necessary to do so in order to persuade the proposed successor Agent to become a party to this Agreement as Agent) agree with the proposed successor Agent amendments to this Clause 28 and any other term of this Agreement dealing with the rights or obligations of the Agent consistent with then current market practice for the appointment and protection of corporate trustees (e) The retiring Agent shall, at its own cost, make available to the successor Agent such documents and records and provide such assistance as the successor Agent may reasonably request for the purposes of performing its functions as Agent under the Finance Documents. (fe) The Agent’s resignation notice shall only take effect upon the appointment of a successor in accordance with the Finance Documents (including such successor’s accession to the Intercreditor Agreement in the capacity as Agent). (gf) Upon the appointment of a successor, the retiring Agent shall be discharged from any further obligation as Agent and/or Security Agent (as the case may be) in respect of the Finance Documents (other than its obligations under paragraph (e) above) but shall remain entitled to the benefit of this Clause 17.3 27 (Indemnity to Role of the Agent) , the Security Agent and this Clause 28 (and any agency fees for the account of the retiring Agent shall cease to accrue from (and shall be payable on) that dateMandated Lead Arrangers). Its Any successor and each of the other Parties shall have the same rights and obligations amongst themselves as they would have had if such successor had been an original Party. (g) After consultation with the Borrower, the Majority Lenders may, by notice to the Agent, require it to resign as Agent and/or Security Agent in accordance with paragraph (b) above. In this event, the Agent shall resign as Agent and/or Security Agent in accordance with paragraph (b) above. (h) The Agent shall resign in accordance with paragraph (b) above (and, to the extent applicable, shall use reasonable endeavours to appoint a successor Agent pursuant to paragraph (bc) above) if on or after the date which is three (3) months before the earliest FATCA Application Date relating to any payment to the Agent under the Finance Documents, either: : (i) the Agent fails to respond to a request under Clause 15.8 12.7 (FATCA Information) and the Borrower or a Lender reasonably believes that the Agent will not be (or will have ceased to be) a FATCA Exempt Party on or after that FATCA Application Date; (ii) the information supplied by the Agent pursuant to Clause 15.8 (FATCA Information) indicates that the Agent will not be (or will have ceased to be) a FATCA Exempt Party on or after that FATCA Application Date; or (iii) the Agent notifies the Borrower and the Lenders that the Agent will not be (or will have ceased to be) a FATCA Exempt Party on or after that FATCA Application Date; and (in each case) the Borrower or a Lender reasonably believes that a Party will be required to make a FATCA Deduction that would not be required if the Agent were a FATCA Exempt Party, and the Borrower or that Lender, by notice to the Agent, requires it to resign.

Resignation of the Agent. (a) The Subject to the appointment and acceptance of a successor Agent as provided below, the Agent may resign and appoint one of its Affiliates acting through an office in Hong Kong or Macau as successor at any time by giving notice thereof to the Lenders and the Borrower. . Upon receipt of any such notice of resignation, the Required Lenders may, with the consent of the Borrower (b) Alternatively which consent shall not be unreasonably withheld), appoint any Eligible Assignee as the successor Agent. If no successor Agent may resign is so appointed by giving notice to the Required Lenders and the Borrower, in which case the Majority Lenders (after consultation with the Borrower) may appoint a successor Agent. (c) If the Majority Lenders have not appointed a successor Agent in accordance with paragraph (b) above accepts such appointment within 30 days after the resigning Agent's giving of notice of resignation was givenresignation, then the resigning Agent (after consultation may, on behalf of the Lenders and with the Borrower) may consent of the Borrower (which consent shall not be unreasonably withheld), appoint any Eligible Assignee as the successor Agent. Effective on the acceptance by any Person of its appointment as a successor Agent (acting through an office in Hong Kong or Macau). (d) If Agent, such Person shall succeed to and become vested with all the Agent wishes to resign because (acting reasonably) it has concluded that it is no longer appropriate for it to remain as agent rights, powers, privileges, duties and the Agent is entitled to appoint a successor Agent under paragraph (c) above, the Agent may (if it concludes (acting reasonably) that it is necessary to do so in order to persuade the proposed successor Agent to become a party to this Agreement as Agent) agree with the proposed successor Agent amendments to this Clause 28 and any other term of this Agreement dealing with the rights or obligations of the resigning Agent consistent with then current market practice for and the appointment and protection of corporate trustees (e) The retiring Agent shall, at its own cost, make available to the successor Agent such documents and records and provide such assistance as the successor Agent may reasonably request for the purposes of performing its functions as Agent under the Finance Documents. (f) The Agent’s resignation notice shall only take effect upon the appointment of a successor in accordance with the Finance Documents (including such successor’s accession to the Intercreditor Agreement in the capacity as Agent). (g) Upon the appointment of a successor, the retiring resigning Agent shall be discharged from its duties and obligations as Agent under the Loan Documents. After any further obligation resigning Agent's resignation as Agent, the provisions of this Article IX shall continue in effect for its benefit in respect of the Finance Documents (other than its obligations under paragraph (e) above) but shall remain entitled any actions taken or omitted to the benefit of Clause 17.3 (Indemnity to be taken by it while it was acting as the Agent) and this Clause 28 (and any agency fees for . The Lenders, the account of the retiring Agent shall cease to accrue from (and shall be payable on) that date). Its successor and each of the other Parties shall have the same rights and obligations amongst themselves as they would have had if such successor had been an original Party. (h) The Agent shall resign in accordance with paragraph (b) above (and, to the extent applicable, shall use reasonable endeavours to appoint a successor Agent pursuant to paragraph (b) above) if on or after the date which is three months before the earliest FATCA Application Date relating to any payment to the Agent under the Finance Documents, either: (i) the Agent fails to respond to a request under Clause 15.8 (FATCA Information) and the Borrower or a Lender reasonably believes that the Agent will not be (or will have ceased to be) a FATCA Exempt Party on or after that FATCA Application Date; (ii) the information supplied by the Agent pursuant to Clause 15.8 (FATCA Information) indicates that the Agent will not be (or will have ceased to be) a FATCA Exempt Party on or after that FATCA Application Date; or (iii) the Agent notifies the Borrower and the Lenders that the Agent will not be (or will have ceased to be) a FATCA Exempt Party on or after that FATCA Application Date; and (in each case) the Borrower or a Lender reasonably believes that a Party will be required to make a FATCA Deduction that would not be required if the Agent were a FATCA Exempt PartyAgent, and the Borrower agree that (i) if the Agent is removed or that Lenderreplaced as Agent, by notice to resignation or otherwise, under this Agreement, then the entity being removed or replaced as Agent will simultaneously resign as Revolving Agent and Collateral Agent, requires it and (ii) no successor Agent will be appointed or accepted under this Agreement unless such party shall simultaneously be appointed or accepted as Revolving Agent and Collateral Agent and shall agree to resignsuch simultaneous appointment or acceptance as Revolving Agent and Collateral Agent.

Resignation of the Agent. (a) The At any time upon not less than thirty (30) Business Days prior written notice, the Agent may resign as the “the Agent” hereunder, in whole or in part (in the sole and absolute discretion of the Agent), effective on the date set forth in such notice, which effective date shall not be less than thirty (30) (or more than sixty (60)) days following delivery of such notice. If the Agent delivers any such notice, the Majority Lenders shall have the right to appoint one of its Affiliates acting through an office in Hong Kong or Macau as a successor by giving notice to the Lenders and Agent subject to the Borrowerconsent of the Borrower (not to be unreasonably withheld, conditioned or delayed), except no such consent shall be required if such successor is a White List Agent; provided that if a successor to the Agent has not been appointed on or before the effectiveness of the resignation of the resigning Agent, then the resigning Agent may, on behalf of the Lenders, appoint any Person reasonably chosen by it as the successor to the Agent subject to the consent of the Borrower (not to be unreasonably withheld, conditioned or delayed), except no such consent shall be required if such successor is a White List Agent. (b) Alternatively Effective immediately upon its resignation, (i) the Agent may resign by giving notice to the Lenders and the Borrower, in which case the Majority Lenders (after consultation with the Borrower) may appoint a successor Agent. (c) If the Majority Lenders have not appointed a successor Agent in accordance with paragraph (b) above within 30 days after notice of resignation was given, the Agent (after consultation with the Borrower) may appoint a successor Agent (acting through an office in Hong Kong or Macau). (d) If the Agent wishes to resign because (acting reasonably) it has concluded that it is no longer appropriate for it to remain as agent and the Agent is entitled to appoint a successor Agent under paragraph (c) above, the Agent may (if it concludes (acting reasonably) that it is necessary to do so in order to persuade the proposed successor Agent to become a party to this Agreement as Agent) agree with the proposed successor Agent amendments to this Clause 28 and any other term of this Agreement dealing with the rights or obligations of the Agent consistent with then current market practice for the appointment and protection of corporate trustees (e) The retiring Agent shall, at its own cost, make available to the successor Agent such documents and records and provide such assistance as the successor Agent may reasonably request for the purposes of performing its functions as Agent under the Finance Documents. (f) The Agent’s resignation notice shall only take effect upon the appointment of a successor in accordance with the Finance Documents (including such successor’s accession to the Intercreditor Agreement in the capacity as Agent). (g) Upon the appointment of a successor, the retiring resigning Agent shall be discharged from any further obligation its duties and obligations under the Loan Documents to the extent set forth in respect the applicable resignation notice, (ii) the Lenders shall assume and perform all of the Finance Documents duties of the Agent until a successor the Agent shall have accepted a valid appointment hereunder, (other than iii) the resigning Agent and its obligations under paragraph (e) above) but Related Parties shall remain entitled to no longer have the benefit of Clause 17.3 any provision of any Loan Document other than with respect to (Indemnity x) any actions taken or omitted to be taken while such resigning Agent was, or because the Agent) and this Clause 28 (and any agency fees for the account of the retiring Agent shall cease to accrue from (and shall be payable on) that date). Its successor and each of the other Parties shall have the same rights and obligations amongst themselves had been, validly acting as they would have had if such successor had been an original Party. (h) The Agent shall resign in accordance with paragraph (b) above (and, to the extent applicable, shall use reasonable endeavours to appoint a successor Agent pursuant to paragraph (b) above) if on or after the date which is three months before the earliest FATCA Application Date relating to any payment to the Agent under the Finance DocumentsLoan Documents or (y) any continuing duties such resigning Agent continues to perform, either: and (iiv) subject to its rights under Section 12.04, the resigning Agent shall take such action as may be reasonably necessary to assign to the successor the Agent fails to respond to a request under Clause 15.8 (FATCA Information) and the Borrower or a Lender reasonably believes that its rights as the Agent will not be (or will have ceased to be) under the Loan Documents. Effective immediately upon its acceptance of a FATCA Exempt Party on or after that FATCA Application Date; (ii) the information supplied by the Agent pursuant to Clause 15.8 (FATCA Information) indicates that the Agent will not be (or will have ceased to be) a FATCA Exempt Party on or after that FATCA Application Date; or (iii) the Agent notifies the Borrower and the Lenders that the Agent will not be (or will have ceased to be) a FATCA Exempt Party on or after that FATCA Application Date; and (in each case) the Borrower or a Lender reasonably believes that a Party will be required to make a FATCA Deduction that would not be required if the Agent were a FATCA Exempt Party, and the Borrower or that Lender, by notice to valid appointment as the Agent, requires it to resigna successor the Agent shall succeed to, and become vested with, all the rights, powers, privileges and duties of the resigning Agent under the Loan Documents.

Resignation of the Agent. (a) The Agent may resign and without giving any reason therefor and, after consultation with the Parent, appoint one of its Affiliates acting through an office in Hong Kong or Macau as successor by giving notice to the Lenders Lenders, the Security Agent and the BorrowerParent. (b) Alternatively the Agent may resign without giving any reason therefor by giving thirty (30) days’ notice to the Lenders other Finance Parties and the BorrowerParent, in which case the Majority Required Lenders (after consultation with the BorrowerParent) may appoint a successor Agent. (c) If the Majority Required Lenders have not appointed a successor Agent in accordance with paragraph (b) above within 30 twenty (20) days after notice of resignation was given, the retiring Agent (after consultation with the BorrowerParent) may appoint a successor Agent (acting through an office in Hong Kong or Macau)Agent. (d) If the Agent wishes to resign because (acting reasonably) it has concluded that it is no longer appropriate for it to remain as agent and the Agent is entitled to appoint a successor Agent under paragraph (c) above, the Agent may (if it concludes (acting reasonably) that it is necessary to do so in order to persuade the proposed successor Agent to become a party to this Agreement as Agent) agree with the proposed successor Agent amendments to this Clause 28 27 and any other term of this Agreement dealing with the rights or obligations of the Agent consistent with then current market practice for the appointment and protection of corporate trusteestrustees together with any reasonable amendments to the agency fee payable under this Agreement which are consistent with the successor Agent’s normal fee rates and those amendments will bind the Parties. (e) The retiring Agent shall, at its own cost, make available to the successor Agent such documents and records and provide such assistance as the successor Agent may reasonably request for the purposes of performing its functions as Agent under the Finance Documents. (f) The Agent’s resignation notice shall only take effect upon the appointment of a successor in accordance with the Finance Documents (including such successor’s accession to the Intercreditor Agreement in the capacity as Agent). (g) Upon the The appointment of a successorthe successor Agent shall take effect on the date specified in the notice from the Required Lenders to the retiring Agent. As from this date, the retiring Agent shall be discharged from any further obligation in respect of the Finance Documents (other than its obligations under paragraph (e) above) but shall remain entitled to the benefit of Clause 17.3 15.3 (Indemnity to the Agent, Security Agent and Mandated Lead Arrangers) and this Clause 28 27 (and any agency fees for the account of the retiring Agent shall cease to accrue from (and shall be payable on) that date). Its Any successor and each of the other Parties shall have the same rights and obligations amongst themselves as they would have had if such successor had been an original Party. (h) The Agent shall resign in accordance with paragraph (b) above (and, to the extent applicable, shall use reasonable endeavours to appoint a successor Agent pursuant to paragraph (bc) above) if on or after the date which is three (3) months before the earliest FATCA Application Date relating to any payment to the Agent under the Finance Documents, either: (i) the Agent fails to respond to a request under Clause 15.8 13.5 (FATCA Information) and the Borrower Parent or a Lender reasonably believes that the Agent will not be (or will have ceased to be) a FATCA Exempt Party on or after that FATCA Application Date; (ii) the information supplied by the Agent pursuant to Clause 15.8 (FATCA Information) indicates that the Agent will not be (or will have ceased to be) a FATCA Exempt Party on or after that FATCA Application Date; or (iii) the Agent notifies the Borrower and the Lenders that the Agent will not be (or will have ceased to be) a FATCA Exempt Party on or after that FATCA Application Date; and (in each case) the Borrower or a Lender reasonably believes that a Party will be required to make a FATCA Deduction that would not be required if the Agent were a FATCA Exempt Party, and the Borrower or that Lender, by notice to the Agent, requires it to resign.

Resignation of the Agent. (a) The Agent may resign and appoint one of its Affiliates acting through an office in Hong Kong or Macau as successor by giving notice Subject to the Lenders appointment and the Borrower. (b) Alternatively acceptance of a successor Agent as provided below, the Agent may resign from the performance of all of its functions and duties at any time by giving 60 days' prior written notice to the Lenders Borrower and to the Borrower, in which case Lenders. Upon receipt of any such notice the Majority Lenders (after consultation with the Borrower) may shall appoint a successor Agent. (c) If the Majority Lenders have not appointed a successor Agent in accordance with paragraph (b) above within 30 days after notice of resignation was given, the Agent (after consultation with the Borrower) may appoint a successor Agent (acting through an office in Hong Kong any bank or Macau). (d) If the Agent wishes to resign because (acting reasonably) it has concluded that it is no longer appropriate for it to remain as agent and the Agent is entitled to appoint a successor Agent under paragraph (c) above, the Agent may (if it concludes (acting reasonably) that it is necessary to do so in order to persuade the proposed successor Agent to become a party to this Agreement as Agent) agree with the proposed successor Agent amendments to this Clause 28 and any other term of this Agreement dealing with the rights or obligations of the Agent consistent with then current market practice for the appointment and protection of corporate trustees (e) The retiring Agent shall, at its own cost, make available to the successor Agent such documents and records and provide such assistance financial institution as the successor Agent may reasonably request for with the purposes consent of performing its functions as Agent under the Finance Documents. Borrower (f) The Agent’s resignation notice such consent not to be unreasonably withheld or delayed), provided that such appointment shall only take effect upon not require the appointment Borrower's consent if made after and during the continuance of a Default or Event of Default. If no successor in accordance with Agent shall have been so appointed by the Finance Documents Majority Lenders and shall have accepted such appointment within thirty (including 30) days after the giving of notice by the retiring Agent, then such successor’s accession to retiring Agent may on behalf of the Intercreditor Agreement in Lenders appoint any bank or financial institution as the capacity as successor Agent). (g) . Upon the acceptance of any Person of its appointment as successor Agent, such Person shall thereupon succeed to and become vested with all the rights, powers, privileges, duties and obligations of a successor, the retiring Agent and the retiring Agent shall be discharged from any further obligation in respect of the Finance Documents (other than its obligations under paragraph (e) above) but shall remain entitled to the benefit of Clause 17.3 (Indemnity to the Agent) and this Clause 28 (and any agency fees for the account of the retiring Agent shall cease to accrue from (and shall be payable on) that date). Its successor and each of the other Parties shall have the same rights duties and obligations amongst themselves as they would have had if such successor had been an original Party. (h) The Agent shall resign in accordance with paragraph (b) above (and, to the extent applicable, shall use reasonable endeavours to appoint a successor Agent pursuant to paragraph (b) above) if on or after the date which is three months before the earliest FATCA Application Date relating to any payment to the Agent under the Finance Loan Documents. After any retiring Agent's resignation, either: (i) the provisions of this Article VIII shall continue in effect for its benefit in respect of any actions taken or omitted to be taken while it was acting as the Agent. The resignation of the Agent fails to respond to a request under Clause 15.8 (FATCA Information) and of its duties as the Borrower or Agent shall not in any way affect its rights as a Lender reasonably believes that the Agent will not be (or will have ceased to be) a FATCA Exempt Party on or after that FATCA Application Date; (ii) the information supplied by the Agent pursuant to Clause 15.8 (FATCA Information) indicates that the Agent will not be (or will have ceased to be) a FATCA Exempt Party on or after that FATCA Application Date; or (iii) the Agent notifies the Borrower and the Lenders that the Agent will not be (or will have ceased to be) a FATCA Exempt Party on or after that FATCA Application Date; and (in each case) the Borrower or a Lender reasonably believes that a Party will be required to make a FATCA Deduction that would not be required if the Agent were a FATCA Exempt Party, and the Borrower or that Lender, by notice to the Agent, requires it to resignunder this Agreement.

Resignation of the Agent. (a) The Agent may resign from the ------------------------ performance of all its functions and appoint one of its Affiliates acting through an office in Hong Kong or Macau as successor duties hereunder and/or under the other Credit Documents at any time by giving 30 Business Days' prior written notice to the Lenders Borrowers and the Borrower. (b) Alternatively the Agent may resign by giving notice to the Lenders and the Borrower, in which case the Majority Lenders (after consultation with the Borrower) may appoint a successor Agent. (c) If the Majority Lenders have not appointed a successor Agent in accordance with paragraph (b) above within 30 days after notice of Banks. Such resignation was given, the Agent (after consultation with the Borrower) may appoint a successor Agent (acting through an office in Hong Kong or Macau). (d) If the Agent wishes to resign because (acting reasonably) it has concluded that it is no longer appropriate for it to remain as agent and the Agent is entitled to appoint a successor Agent under paragraph (c) above, the Agent may (if it concludes (acting reasonably) that it is necessary to do so in order to persuade the proposed successor Agent to become a party to this Agreement as Agent) agree with the proposed successor Agent amendments to this Clause 28 and any other term of this Agreement dealing with the rights or obligations of the Agent consistent with then current market practice for the appointment and protection of corporate trustees (e) The retiring Agent shall, at its own cost, make available to the successor Agent such documents and records and provide such assistance as the successor Agent may reasonably request for the purposes of performing its functions as Agent under the Finance Documents. (f) The Agent’s resignation notice shall only take effect upon the appointment of a successor in accordance with the Finance Documents Agent pursuant to clauses (including such successor’s accession to the Intercreditor Agreement in the capacity b) and (c) below or as Agent)otherwise provided below. (gb) Upon the appointment any such notice of a successorresignation, the retiring Agent Required Banks shall be discharged from any further obligation in respect of the Finance Documents (other than its obligations under paragraph (e) above) but shall remain entitled to the benefit of Clause 17.3 (Indemnity to the Agent) and this Clause 28 (and any agency fees for the account of the retiring Agent shall cease to accrue from (and shall be payable on) that date). Its successor and each of the other Parties shall have the same rights and obligations amongst themselves as they would have had if such successor had been an original Party. (h) The Agent shall resign in accordance with paragraph (b) above (and, to the extent applicable, shall use reasonable endeavours to appoint a successor Agent hereunder or thereunder who shall be a commercial bank or trust company reasonably acceptable to the Borrowers. (c) If a successor Agent shall not have been so appointed within such 30 Business Day period, the Agent, with the consent of the Borrowers (which consent shall not be unreasonably withheld or delayed), shall then appoint a successor Agent who shall serve as Agent hereunder or thereunder until such time, if any, as the Required Banks appoint a successor Agent as provided above. (d) If no successor Agent has been appointed pursuant to paragraph clause (b) aboveor (c) if on or above by the 30th Business Day after the date which is three months before the earliest FATCA Application Date relating to any payment to the Agent under the Finance Documents, either: (i) the Agent fails to respond to a request under Clause 15.8 (FATCA Information) and the Borrower or a Lender reasonably believes that the Agent will not be (or will have ceased to be) a FATCA Exempt Party on or after that FATCA Application Date; (ii) the information supplied such notice of resignation was given by the Agent pursuant to Clause 15.8 (FATCA Information) indicates that the Agent will not be (or will have ceased to be) a FATCA Exempt Party on or after that FATCA Application Date; or (iii) the Agent notifies the Borrower and the Lenders that the Agent will not be (or will have ceased to be) a FATCA Exempt Party on or after that FATCA Application Date; and (in each case) the Borrower or a Lender reasonably believes that a Party will be required to make a FATCA Deduction that would not be required if the Agent were a FATCA Exempt Party, and the Borrower or that Lender, by notice to the Agent, requires it to resignthe Agent's resignation shall become effective and the Required Banks shall thereafter perform all the duties of the Agent hereunder and/or under any other Credit Document until such time, if any, as the Banks appoint a successor Agent as provided above.

Resignation of the Agent. (a) The Agent may resign (without giving any reason therefor and without being responsible for any costs occasioned by such resignation) and appoint one of its Affiliates acting through an office in Hong Kong or Macau the United Kingdom as successor by giving notice to the Lenders and the Borrower. (b) Alternatively the Agent may resign (without giving any reason therefor and without being responsible for any costs occasioned by such resignation) by giving 30 days’ notice to the Lenders and the Borrower, in which case the Majority Lenders (after consultation with the Borrower) may appoint a successor Agent. (c) If the Majority Lenders have not appointed a successor Agent in accordance with paragraph (b) above within 30 20 days after notice of resignation was given, the retiring Agent (after consultation with the Borrower) may appoint (at the cost of the Borrower) a successor Agent (acting through an office in Hong Kong or Macauthe United Kingdom). (d) If the Agent wishes to resign because (acting reasonably) it has concluded that it is no longer appropriate for it to remain as agent and the Agent is entitled to appoint a successor Agent under paragraph (c) above, the Agent may (if it concludes (acting reasonably) that it is necessary to do so in order to persuade the proposed successor Agent to become a party to this Agreement as Agent) agree with the proposed successor Agent amendments to this Clause 28 and any other term of this Agreement dealing with the rights or obligations of the Agent 25 consistent with then current market practice for the appointment and protection of corporate trusteestrustees together with any reasonable amendments to the agency fee payable under this Agreement which are consistent with the successor Agent’s normal fee rates and those amendments will bind the Parties. (e) The retiring Agent shall, at its own cost, shall make available to the successor Agent such documents and records and provide such assistance as the successor Agent may reasonably request for the purposes of performing its functions as Agent under the Finance Documents. The Borrower shall, within three Business Days of demand, reimburse the retiring Agent for the amount of all costs, fees and expenses (including legal fees) properly incurred by it in making available such documents and records and providing such assistance. (f) The Agent’s resignation notice shall only take effect upon the appointment of a successor in accordance with the Finance Documents (including such successor’s accession to the Intercreditor Agreement in the capacity as Agent). (g) Upon the appointment of a successor, the retiring Agent shall be discharged from any further obligation in respect of the Finance Documents (other than its obligations under paragraph (e) above) but shall remain entitled to the benefit of Clause 17.3 14.3 (Indemnity to the Agent), Clause 15 (Costs and Expenses) and this Clause 28 25 (and any agency fees for the account of the retiring Agent shall cease to accrue from (and shall be payable on) that date). Its Any successor and each of the other Parties shall have the same rights and obligations amongst themselves as they would have had if such successor had been an original Party. (h) After consultation with the Borrower, the Majority Lenders may, by notice to the Agent, require it to resign in accordance with paragraph (b) above. In this event, the Agent shall resign in accordance with paragraph (b) above. (i) The Agent shall resign in accordance with paragraph (b) above (and, to the extent applicable, shall use reasonable endeavours to appoint a successor Agent pursuant to paragraph (bc) above) if on or after the date which is three months before the earliest FATCA Application Date relating to any payment to the Agent under the Finance Documents, either: (i) the Agent fails to respond to a request under Clause 15.8 12.7 (FATCA Informationinformation) and the Borrower or a Lender reasonably believes that the Agent will not be (or will have ceased to be) a FATCA Exempt Party on or after that FATCA Application Date; (ii) the information supplied by the Agent pursuant to Clause 15.8 12.7 (FATCA Informationinformation) indicates that the Agent will not be (or will have ceased to be) a FATCA Exempt Party on or after that FATCA Application Date; or (iii) the Agent notifies the Borrower and the Lenders that the Agent will not be (or will have ceased to be) a FATCA Exempt Party on or after that FATCA Application Date; and (in each case) the Borrower or a Lender reasonably believes that a Party will be required to make a FATCA Deduction that would not be required if the Agent were a FATCA Exempt Party, and the Borrower or that Lender, by notice to the Agent, requires it to resign.

Resignation of the Agent. (a) The Agent may resign and appoint one of Notwithstanding its Affiliates acting through an office in Hong Kong or Macau as successor by giving notice to the Lenders and the Borrower. (b) Alternatively irrevocable appointment, the Agent may resign by giving notice to the Lenders Banks and the BorrowerObligors’ Agent, in which case the Agent may forthwith appoint one of its Affiliates as successor Agent or, failing that, the Majority Lenders (Banks may, after consultation with the BorrowerObligors’ Agent, appoint any institution which was a Mandated Lead Arranger as at the date of this Agreement as successor Agent. (b) If the appointment of a successor Agent is to be made by the Majority Banks but they have not, within 30 days after notice of resignation, appointed a successor Agent which accepts the appointment, the Agent may appoint a successor Agent. (c) If The resignation of the Majority Lenders have not appointed a Agent and the appointment of any successor Agent in accordance with paragraph (b) above within 30 days after notice of resignation was givenwill both become effective only upon the successor Agent notifying all the Parties that it accepts its appointment. On giving the notification, the Agent (after consultation with the Borrower) may appoint a successor Agent (acting through an office in Hong Kong or Macau)will succeed to the position of the Agent and the term Agent will mean the successor Agent. (d) If the Agent wishes to resign because (acting reasonably) it has concluded that it is no longer appropriate for it to remain as agent and the Agent is entitled to appoint a successor Agent under paragraph (c) above, the Agent may (if it concludes (acting reasonably) that it is necessary to do so in order to persuade the proposed successor Agent to become a party to this Agreement as Agent) agree with the proposed successor Agent amendments to this Clause 28 and any other term of this Agreement dealing with the rights or obligations of the Agent consistent with then current market practice for the appointment and protection of corporate trustees (e) The retiring Agent shall, at its own cost, make available to the successor Agent such documents and records and provide such assistance as the successor Agent may reasonably request for the purposes of performing its functions as the Agent under this Agreement. (e) Upon its resignation becoming effective, this Clause 21 shall continue to benefit the retiring Agent in respect of any action taken or not taken by it under or in connection with the Finance DocumentsDocuments while it was the Agent, and, subject to paragraph (d) above, it shall have no further obligations under any Finance Document. (f) The Majority Banks may, by notice to the Agent’s resignation notice shall only take effect upon the appointment of a successor , require it to resign in accordance with paragraph (a) above. In this event, the Finance Documents Agent shall resign in accordance with paragraph (including such successor’s accession a) above but it shall not be entitled to the Intercreditor Agreement in the capacity appoint one of its Affiliates as successor Agent). (g) Upon the appointment of a successor, the retiring Agent shall be discharged from any further obligation in respect of the Finance Documents (other than its obligations under paragraph (e) above) but shall remain entitled to the benefit of Clause 17.3 (Indemnity to the Agent) and this Clause 28 (and any agency fees for the account of the retiring Agent shall cease to accrue from (and shall be payable on) that date). Its successor and each of the other Parties shall have the same rights and obligations amongst themselves as they would have had if such successor had been an original Party. (h) The Agent shall resign in accordance with paragraph (ba) above (and, to the extent applicable, shall use reasonable endeavours to appoint a successor Agent pursuant to paragraph (b) above) if on or after the date which is three months before the earliest FATCA Application Date relating to any payment to the Agent under the Finance Documents, either: (i) the Agent fails to respond to a request under Clause 15.8 12.3(c) (FATCA InformationU.S. Tax Forms) and the Borrower Obligors’ Agent or a Lender Bank reasonably believes that the Agent will not be (or will have ceased to be) a FATCA Exempt Party on on, or after at any time at which any amount is or may be outstanding under the Finance Documents after, that FATCA Application Date; (ii) the information supplied by the Agent pursuant to Clause 15.8 12.3(c) (FATCA InformationU.S. Tax Forms) indicates that the Agent will not be (or will have ceased to be) a FATCA Exempt Party on on, or after at any time at which any amount is or may be outstanding under the Finance Documents after, that FATCA Application Date; or (iii) the Agent notifies the Borrower Obligors’ Agent and the Lenders Banks that the Agent will not be (or will have ceased to be) a FATCA Exempt Party on on, or after at any time at which any amount is or may be outstanding under the Finance Documents after, that FATCA Application Date; , and (in each case) the Borrower Obligors’ Agent or a Lender reasonably Bank believes that a Party will may be required to make a FATCA Deduction Withholding that would not be required if the Agent were a FATCA Exempt Party, and the Borrower Obligors’ Agent or that LenderBank, by notice to the Agent, requires it to resign.

Resignation of the Agent. (a) The Agent may resign and appoint one of its Affiliates acting through an office in Hong Kong or Macau as successor by giving notice to the Lenders other Finance Parties and the BorrowerBorrowers. (b) Alternatively the Agent may resign by giving thirty (30) days’ notice to the Lenders other Finance Parties and the BorrowerBorrowers, in which case the Majority Lenders (after consultation with the BorrowerBorrowers) may appoint a successor Agent. (c) If the Majority Lenders have not appointed a successor Agent in accordance with paragraph (b) above within 30 twenty (20) days after notice of resignation was given, the retiring Agent (after consultation with the BorrowerBorrowers) may appoint a successor Agent (acting through an office in Hong Kong or Macau)Agent. (d) If the Agent wishes to resign because (acting reasonably) it has concluded that it is no longer appropriate for it to remain as agent and the Agent is entitled to appoint a successor Agent under paragraph (c) above, the Agent may (if it concludes (acting reasonably) that it is necessary to do so in order to persuade the proposed successor Agent to become a party to this Agreement as Agent) agree with the proposed successor Agent amendments to this Clause 28 (Role of the Agent and the Mandated Lead Arrangers) and any other term of this Agreement dealing with the rights or obligations of the Agent consistent with then current market practice for the appointment and protection of corporate trusteestrustees together with any reasonable amendments to the agency fee payable under this Agreement which are consistent with the successor Agent’s normal fee rates and those amendments will bind the Parties. (e) The retiring Agent shall, at its own cost, make available to the successor Agent such documents and records and provide such assistance as the successor Agent may reasonably request for the purposes of performing its functions as Agent under the Finance Documents.. The Borrowers shall, within three (3) Business Days of demand, reimburse the retiring Agent for the amount of all costs and expenses (including legal fees) properly incurred by it in making available such documents and records and providing such assistance. ​ ​ (f) The Agent’s resignation notice shall only take effect upon the appointment of a successor in accordance with the Finance Documents (including such successor’s accession to the Intercreditor Agreement in the capacity as Agent). (g) Upon the appointment of a successor, the retiring Agent shall be discharged from any further obligation in respect of the Finance Documents (other than its obligations under paragraph (e) above) but shall remain entitled to the benefit of Clause 17.3 15.3 (Indemnity to the Agent) and this Clause 28 (Role of the Agent and the Mandated Lead Arrangers) (and any agency fees for the account of the retiring Agent shall cease to accrue from (and shall be payable on) that date). Its Any successor and each of the other Parties shall have the same rights and obligations amongst themselves as they would have had if such successor had been an original Party. (h) The Agent shall resign in accordance with paragraph (b) above (and, to the extent applicable, shall use reasonable endeavours to appoint a successor Agent pursuant to paragraph (b) above) if on or after the date which is three months before the earliest FATCA Application Date relating to any payment to the Agent under the Finance Documents, either: (i) the Agent fails to respond to a request under Clause 15.8 (FATCA Information) and the Borrower or a Lender reasonably believes that the Agent will not be (or will have ceased to be) a FATCA Exempt Party on or after that FATCA Application Date; (ii) the information supplied by the Agent pursuant to Clause 15.8 (FATCA Information) indicates that the Agent will not be (or will have ceased to be) a FATCA Exempt Party on or after that FATCA Application Date; or (iii) the Agent notifies the Borrower and the Lenders that the Agent will not be (or will have ceased to be) a FATCA Exempt Party on or after that FATCA Application Date; and (in each case) the Borrower or a Lender reasonably believes that a Party will be required to make a FATCA Deduction that would not be required if the Agent were a FATCA Exempt Party, and the Borrower or that Lender, by notice to the Agent, requires it to resign.

Resignation of the Agent. (a) The Agent may resign and appoint one of its Affiliates acting through an office in Hong Kong or Macau the United Kingdom as successor by giving notice to the Lenders and the Borrower.Parent. 119 (b) Alternatively the Agent may resign by giving notice to the Lenders and the BorrowerParent, in which case the Majority Lenders (after consultation with the BorrowerParent) may appoint a successor Agent. (c) If the Majority Lenders have not appointed a successor Agent in accordance with paragraph (b) above within 30 days after notice of resignation was given, the Agent (after consultation with the BorrowerParent) may appoint a successor Agent (acting through an office in Hong Kong or Macauthe United Kingdom). (d) If the Agent wishes to resign because (acting reasonably) it has concluded that it is no longer appropriate for it to remain as agent and the Agent is entitled to appoint a successor Agent under paragraph (c) above, the Agent may (if it concludes (acting reasonably) that it is necessary to do so in order to persuade the proposed successor Agent to become a party to this Agreement as Agent) agree with the proposed successor Agent amendments to this Clause 28 27 and any other term of this Agreement dealing with the rights or obligations of the Agent consistent with then current market practice for the appointment and protection of corporate trusteestrustees together with any reasonable amendments to the agency fee payable under this Agreement which are consistent with the successor Agent's normal fee rates and those amendments will bind the Parties. (e) The retiring Agent shall, at its own cost, make available to the successor Agent such documents and records and provide such assistance as the successor Agent may reasonably request for the purposes of performing its functions as Agent under the Finance Documents. (f) The Agent’s 's resignation notice shall only take effect upon the appointment of a successor in accordance with the Finance Documents (including such successor’s accession to the Intercreditor Agreement in the capacity as Agent). (g) Upon the appointment of a successor, the retiring Agent shall be discharged from any further obligation in respect of the Finance Documents (other than its obligations under paragraph (e) above) but shall remain entitled to the benefit of Clause 17.3 (Indemnity to the Agent) and this Clause 28 (and any agency fees for the account of the retiring Agent shall cease to accrue from (and shall be payable on) that date)27. Its successor and each of the other Parties shall have the same rights and obligations amongst themselves as they would have had if such successor had been an original Party. (h) The After consultation with the Parent, the Majority Lenders may, by notice to the Agent, require it to resign in accordance with paragraph (b) above. In this event, the Agent shall resign in accordance with paragraph (b) above (and, to the extent applicable, shall use reasonable endeavours to appoint a successor Agent pursuant to paragraph (b) above) if on or after the date which is three months before the earliest FATCA Application Date relating to any payment to the Agent under the Finance Documents, either: (i) the Agent fails to respond to a request under Clause 15.8 (FATCA Information) and the Borrower or a Lender reasonably believes that the Agent will not be (or will have ceased to be) a FATCA Exempt Party on or after that FATCA Application Date; (ii) the information supplied by the Agent pursuant to Clause 15.8 (FATCA Information) indicates that the Agent will not be (or will have ceased to be) a FATCA Exempt Party on or after that FATCA Application Date; or (iii) the Agent notifies the Borrower and the Lenders that the Agent will not be (or will have ceased to be) a FATCA Exempt Party on or after that FATCA Application Date; and (in each case) the Borrower or a Lender reasonably believes that a Party will be required to make a FATCA Deduction that would not be required if the Agent were a FATCA Exempt Party, and the Borrower or that Lender, by notice to the Agent, requires it to resign.

Resignation of the Agent. (a) The Agent may resign and appoint one of its Affiliates acting through an office in Hong Kong or Macau as successor by giving notice Subject to the Lenders appointment and the Borrower. (b) Alternatively acceptance of a successor Agent as provided below, the Agent may resign at any time by giving notice thereof to the Lenders Lenders, the Issuers and the Borrower. Upon receipt of any such notice of resignation, in the Required Lenders may, with, if no Event of Default exists, the consent of the Borrower (which case consent shall not be unreasonably withheld), appoint any Eligible Assignee as the Majority Lenders (after consultation with the Borrower) may appoint a successor Agent. (c) . If the Majority Lenders have not appointed a no successor Agent in accordance with paragraph (b) above is so appointed by the Required Lenders and accepts such appointment within 30 days after the resigning Agent’s giving of notice of resignation was givenresignation, then the resigning Agent (after consultation may, on behalf of the Lenders and with the Borrower) may consent of the Borrower (which consent shall not be unreasonably withheld), appoint any Eligible Assignee as the successor Agent. Effective on the acceptance by any Person of its appointment as a successor Agent (acting through an office in Hong Kong or Macau). (d) If Agent, such Person shall succeed to and become vested with all the Agent wishes to resign because (acting reasonably) it has concluded that it is no longer appropriate for it to remain as agent rights, powers, privileges, duties and the Agent is entitled to appoint a successor Agent under paragraph (c) above, the Agent may (if it concludes (acting reasonably) that it is necessary to do so in order to persuade the proposed successor Agent to become a party to this Agreement as Agent) agree with the proposed successor Agent amendments to this Clause 28 and any other term of this Agreement dealing with the rights or obligations of the resigning Agent consistent with then current market practice for and the appointment and protection of corporate trustees (e) The retiring Agent shall, at its own cost, make available to the successor Agent such documents and records and provide such assistance as the successor Agent may reasonably request for the purposes of performing its functions as Agent under the Finance Documents. (f) The Agent’s resignation notice shall only take effect upon the appointment of a successor in accordance with the Finance Documents (including such successor’s accession to the Intercreditor Agreement in the capacity as Agent). (g) Upon the appointment of a successor, the retiring resigning Agent shall be discharged from its duties and obligations as Agent under the Loan Documents. After any further obligation resigning Agent’s resignation as Agent, the provisions of this Article IX shall continue in effect for its benefit in respect of the Finance Documents (other than its obligations under paragraph (e) above) but shall remain entitled any actions taken or omitted to the benefit of Clause 17.3 (Indemnity to be taken by it while it was acting as the Agent) and this Clause 28 (and any agency fees for . The Lenders, the account of the retiring Agent shall cease to accrue from (and shall be payable on) that date). Its successor and each of the other Parties shall have the same rights and obligations amongst themselves as they would have had if such successor had been an original Party. (h) The Agent shall resign in accordance with paragraph (b) above (and, to the extent applicable, shall use reasonable endeavours to appoint a successor Agent pursuant to paragraph (b) above) if on or after the date which is three months before the earliest FATCA Application Date relating to any payment to the Agent under the Finance Documents, either: (i) the Agent fails to respond to a request under Clause 15.8 (FATCA Information) and the Borrower or a Lender reasonably believes that the Agent will not be (or will have ceased to be) a FATCA Exempt Party on or after that FATCA Application Date; (ii) the information supplied by the Agent pursuant to Clause 15.8 (FATCA Information) indicates that the Agent will not be (or will have ceased to be) a FATCA Exempt Party on or after that FATCA Application Date; or (iii) the Agent notifies the Borrower and the Lenders that the Agent will not be (or will have ceased to be) a FATCA Exempt Party on or after that FATCA Application Date; and (in each case) the Borrower or a Lender reasonably believes that a Party will be required to make a FATCA Deduction that would not be required if the Agent were a FATCA Exempt PartyAgent, and the Borrower agree that (i) if the Agent is removed or that Lenderreplaced as Agent, by notice to resignation or otherwise, under this Agreement, then the entity being removed or replaced as Agent will simultaneously resign as Collateral Agent, requires it and (ii) no successor Agent will be appointed or accepted under this Agreement unless such party shall simultaneously be appointed or accepted as Collateral Agent and shall agree to resignsuch simultaneous appointment or acceptance as Collateral Agent.

Resignation of the Agent. (a) The Agent may resign and appoint one at any time give written notice of its Affiliates acting through an office in Hong Kong or Macau as successor by giving notice resignation to the Lenders and the Borrower. . Upon receipt of any such notice of resignation, the Required Lenders shall have the right, with the consent of 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 provided, that such Affiliate is a “U.S. person” and a “financial institution” within the meaning of Treasury Regulations section 1.1441-1. If no such successor shall have been so appointed by the Required Lenders and shall have accepted such appointment within thirty (b30) Alternatively days after the retiring Agent gives notice of its resignation, then the retiring Agent may resign by giving notice to on behalf of the Lenders and the L/C Issuer and with the consent of the Borrower, in which case the Majority Lenders (after consultation with the Borrower) may appoint a successor Agent. (c) If the Majority Lenders have not appointed a successor Agent in accordance with paragraph (b) above within 30 days after notice of resignation was given, the Agent (after consultation with the Borrower) may appoint a successor Agent (acting through an office in Hong Kong or Macau). (d) If meeting the qualifications set forth above; provided, that, if the Agent wishes to resign because (acting reasonably) it has concluded that it is no longer appropriate for it to remain as agent shall notify the Borrower and the Lenders that no qualifying Person has accepted such appointment within thirty (30) days after the resigning Agent is entitled to appoint a successor Agent under paragraph (c) abovegives notice of its resignation, the Agent may (if it concludes (acting reasonably) that it is necessary to do so in order to persuade the proposed successor Agent to then such resignation shall nonetheless become a party to this Agreement as Agent) agree with the proposed successor Agent amendments to this Clause 28 and any other term of this Agreement dealing with the rights or obligations of the Agent consistent with then current market practice for the appointment and protection of corporate trustees (e) The retiring Agent shall, at its own cost, make available to the successor Agent such documents and records and provide such assistance as the successor Agent may reasonably request for the purposes of performing its functions as Agent under the Finance Documents. (f) The Agent’s resignation notice shall only take effect upon the appointment of a successor effective in accordance with the Finance Documents such notice and (including such successor’s accession to the Intercreditor Agreement in the capacity as Agent). (g1) Upon the appointment of a successor, the retiring Agent shall be discharged from its duties and obligations hereunder and under the other Loan Documents (except that in the case of any further obligation in respect Collateral held by the Agent on behalf of the Finance Documents (other than its obligations Lenders or the L/C Issuer under paragraph (e) above) but shall remain entitled to any of the benefit of Clause 17.3 (Indemnity to the Agent) and this Clause 28 (and any agency fees for the account of Loan Documents, the retiring Agent shall cease continue to accrue from hold such collateral security until such time as a successor Agent is appointed) and (2) except for any indemnity payments or other amounts then owed to the retiring or removed Agent, all payments, communications and shall determinations provided to be payable on) that date). Its successor and each of made by, to or through the other Parties shall have the same rights and obligations amongst themselves as they would have had if such successor had been an original Party. (h) The Agent shall resign in accordance with paragraph (b) above (andinstead be made by or to each Lender and the L/C Issuer directly, to until such time as the extent applicable, shall use reasonable endeavours to Required Lenders appoint a successor Agent pursuant to paragraph (b) above) if on or after as provided for above in this Section. Upon the date which is three months before the earliest FATCA Application Date relating to any payment to acceptance of a successor’s appointment as the Agent hereunder, such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring (or retired) Agent, and the retiring Agent shall be discharged from all of its duties and obligations hereunder or under the Finance other Loan Documents (if not already discharged therefrom as provided above in this Section). The fees payable by the Borrower to a successor Agent shall be the same as those payable to its 163 predecessor unless otherwise agreed between the Borrower and such successor. After the retiring Agent’s resignation hereunder and under the other Loan Documents, either: (i) the provisions of this Article and Section 10.04 shall continue in effect for the benefit of such retiring Agent, its sub-agents and their respective Related Parties in respect of any actions taken or omitted to be taken by any of them while the retiring Agent was acting as the Agent fails to respond to a request under Clause 15.8 (FATCA Information) and the Borrower or a Lender reasonably believes that the Agent will not be (or will have ceased to be) a FATCA Exempt Party on or after that FATCA Application Date; (ii) the information supplied hereunder. Any resignation by Bank of America as the Agent pursuant to Clause 15.8 (FATCA Information) indicates that this Section shall also constitute its resignation as Swing Line Lender and the resignation of Bank of America as L/C Issuer. Upon the acceptance of a successor’s appointment as the Agent will not be hereunder, (or will have ceased a) such successor shall succeed to be) a FATCA Exempt Party on or after that FATCA Application Date; or and become vested with all of the rights, powers, privileges and duties of the retiring L/C Issuer and Swing Line Lender, (iiib) the Agent notifies retiring L/C Issuer and Swing Line Lender shall be discharged from all of their respective duties and obligations hereunder or under the Borrower and the Lenders that the Agent will not be (or will have ceased to be) a FATCA Exempt Party on or after that FATCA Application Date; other Loan Documents, and (in each casec) the Borrower 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 a Lender reasonably believes that a Party will be required to make a FATCA Deduction that would not be required if the Agent were a FATCA Exempt Party, and the Borrower or that Lender, by notice other arrangements satisfactory to the Agent, requires it retiring L/C Issuer to resigneffectively assume the obligations of the retiring L/C Issuer with respect to such Letters of Credit.

Resignation of the Agent. (a) The Agent may resign and appoint one of its Affiliates acting through an office in Hong Kong the UK or Macau any other jurisdiction agreed by the Company as successor by giving notice to the Lenders and the BorrowerCompany. (b) Alternatively the Agent may resign by giving thirty (30) days' notice to the Lenders and the BorrowerCompany, in which case the Majority Lenders (after consultation with the Borrowerconsent of the Company) may appoint a successor AgentAgent (acting through an office in France, the UK or any other jurisdiction agreed by the Company but which shall not be incorporated in a Non-Cooperative State). (c) If the Majority Lenders have not appointed a successor Agent in accordance with paragraph (b) above within 30 twenty (20) days after notice of resignation was given, the retiring Agent (after consultation with the BorrowerCompany) may appoint a successor Agent (acting through an office in Hong Kong France, the UK or Macau)any other jurisdiction agreed by the Company but which shall not be incorporated in a Non-Cooperative State) provided that the consent of the Company shall not be required (but a consultation with the Company shall be required) in case of an appointment of a Lender as Agent. (d) If the Agent wishes to resign because (acting reasonably) it has concluded that it is no longer appropriate for it to remain as agent and the Agent is entitled to appoint a successor Agent under paragraph (cb) above, the Agent may (if it concludes (acting reasonably) that it is necessary to do so in order to persuade the proposed successor Agent to become a party to this Agreement Party as Agent) agree with the proposed successor Agent amendments to this Clause 28 27 and any other term of this Agreement dealing with the rights or obligations of the Agent consistent with then current market practice for the appointment and protection of corporate trusteestrustees together with any reasonable amendments to the agency fee payable under this Agreement which are consistent with the successor Agent's normal fee rates and those amendments will bind the Parties. (e) The retiring Agent shall, shall (at its own cost, ) make available to the successor Agent such documents and records and provide such assistance as the successor Agent may reasonably request for the purposes of performing its functions as Agent under the Finance Documents. (f) The Agent’s 's resignation notice shall only take effect upon the appointment of a successor in accordance with the Finance Documents (including such successor’s accession to the Intercreditor Agreement in the capacity as Agent). (g) Upon the appointment of a successor, the retiring Agent shall be discharged from any further obligation in respect of the Finance Documents (other than its obligations under paragraph (e) above) but shall remain entitled to the benefit of Clause 17.3 16.3 (Indemnity to the Agent) in respect of the period in which it was appointed Agent and this Clause 28 27 (and any agency fees for the account of the retiring Agent shall cease to accrue from (and shall be payable on) that date). Its Any successor and each of the other Parties shall have the same rights and obligations amongst among themselves as they would have had if such successor had been an original Party. (h) The Agent shall resign in accordance with paragraph (b) above (and, to the extent applicable, shall use reasonable endeavours to appoint a successor Agent pursuant to paragraph (b) above) if on or after the date which is three (3) months before the earliest FATCA Application Date relating to any payment to the Agent under the Finance Documents, either: (i) the Agent fails to respond to a request under Clause 15.8 14.11 (FATCA Information) and the Borrower Company or a Lender reasonably believes that the Agent will not be (or will have ceased to be) a FATCA Exempt Party on or after that FATCA Application Date;; or (ii) the information supplied by the Agent pursuant to Clause 15.8 14.11 (FATCA Information) indicates that the Agent will not be (or will have ceased to be) a FATCA Exempt Party on or after that FATCA Application Date; or (iii) or the Agent notifies the Borrower Company and the Lenders that the Agent will not be (or will have ceased to be) a FATCA Exempt Party on or after that FATCA Application Date; , and (in each case) the Borrower Company or a Lender reasonably believes that a Party will be required to make a FATCA Deduction that would not be required if the Agent were a FATCA Exempt Party, and the Borrower Company or that Lender, by notice to the Agent, requires it to resign. (i) [Reserved]