Successor Administrative Agent. The Administrative Agent may resign at any time by giving written notice thereof to the Lenders and ​. Upon any such resignation, the Required Lenders shall have the right to appoint, on behalf of the Borrowers and the Lenders, a successor Administrative Agent. If no successor Administrative Agent shall have been so appointed by the Required Lenders and shall have accepted such appointment within thirty (30) days after the retiring Administrative Agent’s giving notice of resignation, then the retiring Administrative Agent may appoint, on behalf of the Borrowers and the Lenders, a successor Administrative Agent. Notwithstanding anything herein to the contrary, so long as no Default has occurred and is continuing, each such successor Administrative Agent shall be subject to approval by ​, which approval shall not be unreasonably withheld or delayed. Such successor Administrative Agent shall be a commercial bank having capital and retained earnings of at least $500,000,000. Upon the acceptance of any appointment as the Administrative Agent hereunder by a successor Administrative Agent, such successor Administrative Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring Administrative Agent, and the retiring Administrative Agent shall be discharged from its duties and obligations hereunder and under the other Loan Documents. After any retiring Administrative Agent’s resignation hereunder as Administrative Agent, the provisions of this Article XI shall continue in effect for its benefit in respect of any actions taken or omitted to be taken by it while it was acting as the Administrative Agent hereunder and under the other Loan Documents.

Successor Administrative Agent. The Administrative Agent may resign at any time by giving written notice thereof to the Lenders and ​.the Company. Upon any such resignation, the Required Lenders shall have the right to appoint, on behalf of the Borrowers and the Lenders, a successor Administrative Agent. If no successor Administrative Agent shall have been so appointed by the Required Lenders and shall have accepted such appointment within thirty (30) days after the retiring Administrative Agent’Agent’s giving notice of resignation, then the retiring Administrative Agent may appoint, on behalf of the Borrowers and the Lenders, a successor Administrative Agent. Notwithstanding anything herein to the contrary, so long as no Default has occurred and is continuing, each such successor Administrative Agent shall be subject to approval by ​,the Company, which approval shall not be unreasonably withheld or delayed. Such successor Administrative Agent shall be a commercial bank having capital and retained earnings of at least $500,000,000. Upon the acceptance of any appointment as the Administrative Agent hereunder by a successor Administrative Agent, such successor Administrative Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring Administrative Agent, and the retiring Administrative Agent shall be discharged from its duties and obligations hereunder and under the other Loan Documents. After any retiring Administrative Agent’Agent’s resignation hereunder as Administrative Agent, the provisions of this Article XI[Article XI] shall continue in effect for its benefit in respect of any actions taken or omitted to be taken by it while it was acting as the Administrative Agent hereunder and under the other Loan Documents.

SECTION # Successor Administrative Agent. The Administrative Agent may resign at any time by giving written notice thereof to the Lenders and ​.the Company. Upon any such resignation, the Required Lenders shall have the right to appoint, on behalf of the Borrowers and the Lenders,appoint a successor Administrative Agent. If no successor Administrative Agent shall have been so appointed by the Required LendersLenders, and shall have accepted such appointmentappointment, within thirty (30)30 days after the retiring Administrative Agent’s givingAgent gives notice of resignation, then the retiring Administrative Agent may appoint,may, on behalf of the Borrowers and the Lenders, appoint a successor Administrative Agent. Notwithstanding anything herein to the contrary, so long as no Default has occurred and is continuing, each such successor Administrative Agent shall be subject to approval by ​,Agent, which approval shall not be unreasonably withheld or delayed. Such successor Administrative Agent shall be a commercial bank organized or licensed under the laws of the United States or of any State thereof and having a combined capital and retained earningssurplus of at least $500,$50,000,000. Upon the acceptance of anyits appointment as the Administrative Agent hereunder by a successor Administrative Agent, such successor Administrative Agent shall thereupon succeed to and become vested with all the rights, powers, privilegesrights and duties of the retiring Administrative Agent, and the retiring Administrative Agent shall be discharged from its duties and obligations hereunder and under the other Loan Documents.hereunder. After any retiring Administrative Agent’Agent’s resignation hereunder as Administrative Agent, the provisions of this Article XI shall continue in effect forinure to its benefit in respect ofas to any actions taken or omitted to be taken by it while it was acting as the Administrative Agent hereunder and under the other Loan Documents. Agent.

Successor Administrative Agent. The Administrative Agent may resign at any time by giving written notice thereof to the Lenders and ​.the Company, such resignation to be effective upon the appointment of a successor Administrative Agent or, if no successor Administrative Agent has been appointed, forty-five days after the retiring Administrative Agent gives notice of its intention to resign. The Administrative Agent may be removed at any time with or without cause by written notice received by the Administrative Agent from the Required Lenders, such removal to be effective on the date specified by the Required Lenders; provided that the Administrative Agent may not be removed unless the Administrative Agent (in its individual capacity) and any Affiliate thereof acting as an Issuer is relieved of all of its duties as an Issuer pursuant to documentation reasonably satisfactory to such Person on or prior to the date of such removal. Upon any such resignation,resignation or removal, the Required Lenders shall have the right to appoint, in consultation with the Company and, so long as no Default is then continuing, subject to the consent of the Company (such consent not to be unreasonably withheld or delayed) a successor Administrative Agent on behalf of the BorrowersBorrower and the Lenders, a successor Administrative Agent.Lenders. If no successor Administrative Agent shall have been so appointed by the Required Lenders and shall have accepted such appointment within thirty (30) days after the retiringresigning Administrative Agent’s giving notice of resignation,its intention to resign, then the retiringresigning Administrative Agent may appoint, on behalf of the Borrowers and the Lenders, a successor Administrative Agent. Notwithstanding anything hereinIf the Administrative Agent has resigned or been removed and no successor Administrative Agent has been appointed, the Lenders may perform all the duties of the Administrative Agent hereunder and the Borrowers shall make all payments in respect of the Obligations to the contrary, so long as no Default has occurredapplicable Lender and is continuing, each suchfor all other purposes shall deal directly with the Lenders. No successor Administrative Agent shall be subjectdeemed to approval by ​, which approval shall not be unreasonably withheld or delayed. Suchappointed hereunder until such successor Administrative Agent has accepted the appointment. Any such successor Administrative Agent shall be a commercial bank having capital and retained earnings of at least $500,$100,000,000. Upon the acceptance of any appointment as the Administrative Agent hereunder by a successor Administrative Agent, such successor Administrative Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring Administrative Agent, and the retiring Administrative Agent shall be discharged from its duties and obligations hereunder and under the other Loan Documents. After any retiring Administrative Agent’s resignation hereunder as Administrative Agent, the provisions of this Article XI shall continue in effect for its benefit in respect of any actions taken or omitted to be taken by it while it was acting as the Administrative Agent hereunder and under the other Loan Documents.

Successor Administrative Agent. The Administrative Agent may resign at any time by giving written notice thereof to the Lenders and ​.the Borrowers. Upon any such resignation, the Required Lenders shall have the right to appoint, on behalf of the Borrowers and the Lenders,appoint a successor Administrative Agent.Agent; provided that any such appointment shall be subject to consent of each Borrower (such consent not to be unreasonably withheld or delayed), so long as no Event of Default has occurred and is continuing with respect to such Borrower. If no successor Administrative Agent shall have been so appointed by the Required LendersLenders, and shall have accepted such appointmentappointment, within thirty (30)30 days after the retiring Administrative Agent’s givingAgent gives notice of resignation,resignation (or such earlier day as shall be agreed by the Required Lenders) (the “Resignation Effective Date”), then the retiring Administrative Agent may appoint,(but shall not be obligated to), on behalf of the Borrowers and the Lenders, appoint a successor Administrative Agent. Notwithstanding anything hereinAgent, which shall be a commercial bank organized or licensed under the laws of the United States or of any State thereof and having a combined capital and surplus of at least $100,000,000; provided that any such appointment shall be subject to the contrary,consent of each Borrower (such consent not to be unreasonably withheld or delayed), so long as no Event of Default has occurred and is continuing, eachcontinuing with respect to such Borrower and provided further that in no event shall any such successor Administrative Agent shall be subject to approval by ​, which approval shall not be unreasonably withheld or delayed. Such successor Administrative Agent shall be a commercial bank having capital and retained earnings of at least $500,000,000. Upon the acceptance of any appointment as the Administrative Agent hereunder byDefaulting Lender. Whether or not a successor Administrative Agent,has been appointed, such successor Administrative Agentresignation shall thereupon succeed to and become vestedeffective in accordance with allsuch notice on the rights, powers, privileges and duties of the retiring Administrative Agent, and the retiring Administrative Agent shall be discharged from its duties and obligations hereunder and under the other Loan Documents. After any retiring Administrative Agent’s resignation hereunder as Administrative Agent, the provisions of this Article XI shall continue in effect for its benefit in respect of any actions taken or omitted to be taken by it while it was acting as the Administrative Agent hereunder and under the other Loan Documents. Resignation Effective Date.

Successor Administrative Agent. The Administrative Agent may resign at any time by giving 30 days’ prior written notice thereof to the LendersLenders, the Issuing Bank and ​.the Borrower, whether or not a successor Administrative Agent has been appointed. Upon any such resignation, the Required Lenders shall have the right to appoint, on behalf of the Borrowers and the Lenders,appoint a successor Administrative Agent. If no successor Administrative Agent shall have been so appointed by the Required LendersLenders, and shall have accepted such appointmentappointment, within thirty (30)30 days after the retiring Administrative Agent’Agent’s giving of notice of resignation, then the retiring Administrative Agent may appoint,may, on behalf of the BorrowersLenders and the Lenders,Issuing Bank, appoint a successor Administrative Agent. Notwithstanding anything hereinAgent, which shall be a bank with an office in [[Address A:Address]] or an Affiliate of any such bank. In either case, such appointment shall be subject to the contrary, so long as noprior written approval of the Borrower (which approval may not be unreasonably withheld and shall not be required while an Event of Default has occurred and is continuing, each such successor Administrative Agent shall be subject to approval by ​, which approval shall not be unreasonably withheld or delayed. Such successor Administrative Agent shall be a commercial bank having capital and retained earnings of at least $500,000,000.continuing). Upon the acceptance of any appointment as the Administrative Agent hereunder by a successor Administrative Agent, such successor Administrative Agent shall thereupon succeed toto, and become vested withwith, all the rights, powers, privileges and duties of the retiring Administrative Agent. Upon the acceptance of appointment as Administrative Agent by a successor Administrative Agent, and the retiring Administrative Agent shall be discharged from its duties and obligations hereunderunder this Agreement and under the other Loan Documents. AfterPrior to any retiring Administrative Agent’Agent’s resignation hereunder as Administrative Agent, the provisions of this Article XI shall continue in effect for its benefit in respect of any actions taken or omitted to be taken by it while it was acting as theretiring Administrative Agent hereunder andshall take such action as may be reasonably necessary to assign to the successor Administrative Agent its rights as Administrative Agent under the other Loan Documents.

SuccessorSubject to the appointment and acceptance of a successor Administrative Agent. TheAgent as provided in this paragraph, the Administrative Agent may resign at any time by giving written notice thereof tonotifying [[Organization A:Organization]] and the Lenders and [[Borrowers:Borrower:Organization]]. Upon any such resignation, the Required Lenders​ shall have the right to appoint, on behalfright, with the written consent of the Borrowers and the Lenders,​ (so long as no Event of Default exists), to appoint a successor Administrative Agent.successor. If no successor Administrative Agent shall have been so appointed by the Required Lenders​ with any requisite consent of the ​ and shall have accepted such appointment within thirty (30)30 days after the retiring Administrative Agent’s givingAgent gives notice of its resignation, then the retiring Administrative Agent may appoint,may, on behalf of the Borrowers and the Lenders,[[Organization A:Organization]], appoint a successor Administrative Agent. Notwithstanding anything herein to the contrary, so long as no Default has occurred and is continuing, each such successor Administrative Agent shall be subject to approval by ​, which approval shall not be unreasonably withheld or delayed. Such successor Administrative Agent shall be a commercial bank havingwith an office in New York, New York that has a combined capital and retained earningssurplus of at least $500,000,000.000, or an Affiliate of any such bank. Upon the acceptance of anyits appointment as the Administrative Agent hereunder by a successor Administrative Agent,successor, such successor Administrative Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring Administrative Agent, and the retiring Administrative Agent shall be discharged from its duties and obligations hereunderhereunder. The fees payable by the ​ to a successor Administrative Agent shall be the same as those payable to its predecessor unless otherwise agreed between the ​ and undersuch successor. After the other Loan Documents. After any retiring Administrative Agent’Agent’s resignation hereunder as Administrative Agent,hereunder, the provisions of this Article XIand [Section 9.03] shall continue in effect for its benefit in respect of any actions taken or omitted to be taken by it while it was acting as the Administrative Agent hereunder and under the other Loan Documents. Agent.

Successor Administrative9.9Successor Agent. The Administrative Agent may resign at any time by giving writtenas the Administrative Agent upon 30 days’ notice thereof to the Lenders and ​. Upon any such resignation,the Company. If the Administrative Agent shall resign as the Administrative Agent under this Agreement and the other Loan Documents, then the Required Lenders shall haveappoint from among the right to appoint, on behalf of the Borrowers andLenders a successor agent for the Lenders, awhich successor Administrative Agent. If no successor Administrative Agentagent shall (unless an Event of Default under Section 8(a) or Section 8(f) with respect to the Company shall have been so appointed by the Required Lenders and shall have accepted such appointment within thirty (30) days after the retiring Administrative Agent’s giving notice of resignation, then the retiring Administrative Agent may appoint, on behalf of the Borrowers and the Lenders, a successor Administrative Agent. Notwithstanding anything herein to the contrary, so long as no Default has occurred and is continuing, each such successor Administrative Agent shallbe continuing) be subject to approval by ​, whichthe Company (which approval shall not be unreasonably withheld or delayed. Suchdelayed), whereupon such successor agent shall succeed to the rights, powers and duties of the Administrative Agent, and the term “Administrative Agent” shall mean such successor agent effective upon such appointment and approval, and the former Administrative Agent’s rights, powers and duties as Administrative Agent shall be terminated, without any other or further act or deed on the part of such former Administrative Agent or any of the parties to this Agreement or any holders of the Loans. If no successor agent has accepted appointment as Administrative Agent by the date that is 30 days following the retiring Administrative Agent’s notice of resignation, the retiring Administrative Agent may, on behalf of the Lenders and with the consent of the Company (such consent not to be unreasonably withheld and, which consent, shall not be required if an Event of Default under Section 8(a) or Section 8(f) with respect to the Company shall have occurred and be continuing), appoint a successor Administrative AgentAgent, which, in the case of the Administrative Agent, shall be a commercial bank organized or licensed under the laws of the United States of America or of any State thereof and having a combined capital and retained earningssurplus of at least $500,000,000. Upon the acceptance of any appointment as the Administrative Agent hereunder by a successor Administrative Agent, such successor Administrative Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring Administrative Agent, and the retiring Administrative Agent shall be discharged from its duties and obligations hereunder and under the other Loan Documents.this Agreement. After any retiring Administrative Agent’Agent’s resignation hereunder as the Administrative Agent, the provisions of this Article XISection 9 shall continue in effect forinure to its benefit in respect ofas to any actions taken or omitted to be taken by it while it was acting as the Administrative Agent hereunderunder this Agreement and under the other Loan Documents.

SuccessorSubject to the appointment and acceptance of a successor Administrative Agent. TheAgent as provided in this paragraph, the Administrative Agent may resign at any time by giving written notice thereof tonotifying the Lenders and ​.the Borrower. Upon any such resignation, the Required Lenders shall have the rightright, in consultation with the Borrower, to appoint, on behalf of the Borrowers and the Lenders,appoint a successor Administrative Agent.successor. If no successor Administrative Agent shall have been so appointed by the Required Lenders and shall have accepted such appointment within thirty (30)30 days after the retiring Administrative Agent’s givingAgent gives notice of its resignation, then the retiring Administrative Agent may appoint,may, on behalf of the Borrowers and the Lenders, appoint a successor Administrative Agent. Notwithstanding anything herein to the contrary, so long as no Default has occurred and is continuing, each such successor Administrative Agent shall be subject to approval by ​, which approval shall not be unreasonably withheld or delayed. Such successor Administrative Agent shall be a commercial bank having capitalwith an office in New York, New York, or an Affiliate of any such bank. If the Person serving as the Administrative Agent becomes a Defaulting Lender under clause (d) of the definition of such term, the Required Lenders may, to the extent permitted by applicable law, by notice in writing to the Borrower and retained earningssuch Person, remove such Person as Administrative Agent and, in consultation with the Borrower, appoint a successor. If no such successor shall have been so appointed by the Required Lenders and shall have accepted such appointment by the 30th day following the date of at least $500,000,000.such notice (or such earlier day as shall be agreed by the Required Lenders), then such removal shall nonetheless become effective in accordance with such notice on such 30th day (or agreed earlier date). Upon the acceptance of anyits appointment as the Administrative Agent hereunder by a successor Administrative Agent,successor, such successor Administrative Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring Administrative Agent, and the retiring Administrative Agent shall be discharged from its duties and obligations hereunderhereunder. The fees payable by the Borrower to a successor Administrative Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Borrower and undersuch successor. After the other Loan Documents. After any retiring Administrative Agent’Agent’s resignation hereunder as Administrative Agent,hereunder, the provisions of this Article XIand Section 9.03 shall continue in effect for the benefit of such retiring Administrative Agent, its benefitsub-agents and their respective Related Parties in respect of any actions taken or omitted to be taken by itany of them while it was acting as the Administrative Agent hereunder and under the other Loan Documents. Agent.

SuccessorSECTION #Resignation of Administrative Agent. The Administrative Agent may resign at any time by giving writtengive notice thereofof its resignation to the Lenders and ​.the Borrower. Upon receipt of any such notice of resignation, the Required Lenders shall have the rightright, in consultation with the Borrower, to appoint, on behalfappoint a successor, which shall be a bank with an office in the United States of America, or an Affiliate of any such bank with an office in the Borrowers and the Lenders, a successor Administrative Agent.United States of America. If no such successor Administrative Agent shall have been so appointed by the Required Lenders and shall have accepted such appointment within thirty (30)30 days after the retiring Administrative Agent’s givingAgent gives notice of its resignation, then the retiring Administrative Agent may appoint, on behalf of the Borrowers and the Lenders, appoint a successor Administrative Agent. Notwithstanding anything herein toAgent meeting the contrary, so long as no Default has occurred and is continuing, each such successorqualifications set forth above provided that if the Administrative Agent shall be subject to approval by ​, which approvalnotify the Borrower and the Lenders that no qualifying Person has accepted such appointment, then such resignation shall not be unreasonably withheld or delayed. Such successor Administrative Agent shall be a commercial bank having capitalnonetheless become effective in accordance with such notice and retained earnings of at least $500,000,000. Upon the acceptance of any appointment as the Administrative Agent hereunder by a successor Administrative Agent, such successor Administrative Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring Administrative Agent, and# the retiring Administrative Agent shall be discharged from its duties and obligations hereunder and under the other Loan Documents. AfterDocuments (except that in the case of any collateral security held by the Administrative Agent on behalf of the Lenders under any of the Loan Documents, the retiring Administrative Agent’Agent shall continue to hold such collateral security until such time as a successor Administrative Agent is appointed) and # all payments, communications and determinations provided to be made by, to or through the Administrative Agent shall instead be made by or to each Lender directly, until such time as the Required Lenders appoint a successor Administrative Agent as provided for above in this paragraph. Upon the acceptance of a successor’s resignation hereunderappointment as Administrative Agent hereunder, such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring (or retired) Administrative Agent, and the provisions of this Article XI shall continue in effect for its benefit in respect of any actions taken or omitted to be taken by it while it was acting as theretiring Administrative 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 paragraph). The fees payable by the Borrower to a successor Administrative Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Borrower and such successor. After the retiring Administrative Agent’s resignation hereunder and under the other Loan Documents. Documents, the provisions of this Article and Section 9.03 shall continue in effect for the benefit of such retiring Administrative Agent, its