Successor Agent. The Agent may resign at any time by giving written notice thereof to the [[Organization B:Organization]] and [[Organization A:Organization]], such resignation to be effective upon the appointment of a successor Agent or, if no successor Agent has been appointed, forty-five days after the retiring Agent gives notice of its intention to resign. The Agent may be removed at any time with or without cause by written notice received by the Agent from the Required [[Organization B:Organization]], such removal to be effective on the date specified by the Required [[Organization B:Organization]]. Upon any such resignation or removal, # the Agent that has resigned or been removed shall no longer receive the administrative agent fees previously agreed to by [[Organization A:Organization]] and the Agent and # the Required [[Organization B:Organization]] shall have the right (with, so long as no Default or Unmatured Default exists with respect to [[Organization A:Organization]], the consent of [[Organization A:Organization]], which shall not be unreasonably withheld or delayed) to appoint, on behalf of [[Organization A:Organization]] and the [[Organization B:Organization]], a successor Agent. If no successor Agent shall have been so appointed by the Required [[Organization B:Organization]] within thirty days after the resigning Agent’s giving notice of its intention to resign, then the resigning Agent may appoint, on behalf of [[Organization A:Organization]] and the [[Organization B:Organization]], a successor Agent. Notwithstanding the previous sentence, the Agent may at any time without the consent of any Lender but with the consent of [[Organization A:Organization]], not to be unreasonably withheld or delayed, appoint any of its Affiliates which is a commercial bank as a successor Agent hereunder. If the Agent has resigned or been removed and no successor Agent has been appointed, the [[Organization B:Organization]] may perform all the duties of the Agent hereunder and [[Organization A:Organization]] shall make all payments in respect of their respective Obligations to the applicable Lender and for all other purposes shall deal directly with the [[Organization B:Organization]]. No successor Agent shall be deemed to be appointed hereunder until such successor Agent has accepted the appointment. Any such successor Agent shall be a commercial bank having capital and retained earnings of at least $100,000,000. Upon the acceptance of any appointment as Agent hereunder by a successor Agent, such successor Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the resigning or removed Agent. Upon the effectiveness of the resignation or removal of the Agent, the resigning or removed Agent shall be discharged from its duties and obligations hereunder and under the Loan Documents. After the effectiveness of the resignation or removal of an Agent, the provisions of this Article X shall continue in effect for the benefit of such Agent in respect of any actions taken or omitted to be taken by it while it was acting as the Agent hereunder and under the other Loan Documents. In the event that there is a successor to the Agent (by merger or resignation or removal), or the Agent assigns its duties and obligations to an Affiliate pursuant to this Section 10.12, then the term “Prime Rate” as used in this Agreement shall mean the prime rate, base rate or other analogous rate of the new Agent.

Successor Administrative Agent. The Administrative Agent may resign at any time by giving written notice thereof to [[Organization B:Organization]] and the Borrower, such resignation to be effective upon the appointment of a successor Administrative Agent or, if no successor Administrative Agent has been appointed, 45 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 [[Organization B:Organization]], such removal to be effective on the date specified by the Required [[Organization B:Organization]]. Upon any such resignation or removal, the Required [[Organization B:Organization]] shall have the right to appoint, on behalf of the Borrower and [[Organization B:Organization]], a successor Administrative Agent. If no successor Administrative Agent shall have been so appointed by the Required [[Organization B:Organization]] within 30 days after the resigning Administrative Agent’s giving notice of its intention to resign, then the resigning Administrative Agent may appoint, on behalf of the Borrower and [[Organization B:Organization]], a successor Administrative Agent. Notwithstanding the previous sentence, the Administrative Agent may at any time without the consent of the Borrower or any Lender, appoint any of its Affiliates which is a commercial bank as a successor Administrative Agent hereunder. If the Administrative Agent has resigned or been removed and no successor Administrative Agent has been appointed, [[Organization B:Organization]] may perform all the duties of the Administrative Agent hereunder and the Borrower shall make all payments in respect of the Obligations to the applicable Lender and for all other purposes shall deal directly with [[Organization B:Organization]]. No successor Administrative Agent shall be deemed to be appointed 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 $100,000,000. Upon the acceptance of any appointment as 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 resigning or removed Administrative Agent. Upon the effectiveness of the resignation or removal of the Administrative Agent, the resigning or removed Administrative Agent shall be discharged from its duties and obligations hereunder and under the Loan Documents. After the effectiveness of the resignation or removal of an Administrative Agent, the provisions of this Article X shall continue in effect for the benefit of such Administrative Agent 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. In the event that there is a successor to the Administrative Agent by merger, or the Administrative Agent assigns its duties and obligations to an Affiliate pursuant to this [Section 10.12], then the term “Prime Rate” as used in this Agreement shall mean the prime rate, base rate or other analogous rate of the new Administrative Agent.

The Agent may resign at any time by notifying the [[Organization A:Organization]] and the Borrower; provided that such resignation shall be subject to the appointment and acceptance of a successor Agent as provided in this paragraph, unless the Initial Lender is the sole Lender hereunder. Upon any such resignation, the Required [[Organization A:Organization]] shall have the right, in consultation with the Borrower, to appoint a successor. If no successor shall have been so appointed by the Required [[Organization A:Organization]] 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 [[Organization A:Organization]], appoint a successor Agent which shall be a bank with an office in New York, New York, or Belgium, Denmark, France, Germany, Great Britain, [[Address A:Address]], Italy, Luxembourg, The Netherlands, Spain, Switzerland, or Sweden, or an Affiliate of any such bank. Upon the acceptance of its appointment as Agent hereunder by a successor, such successor shall succeed to and become vested with all the rights, powers, privileges and duties of the retiring Agent, and the retiring Agent shall be discharged from its duties and obligations hereunder. 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 Agent’s resignation hereunder, the provisions of this Article and [Section 10.6] 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 it was acting as Agent.

Subject to the appointment and acceptance of a successor Agent as provided in this paragraph, the Agent may resign at any time by notifying [[Organization B:Organization]] and the Company. Upon any such resignation, the Required [[Organization B:Organization]] shall have the right, in consultation with the Company, to appoint a successor. If no successor shall have been so appointed by the Required [[Organization B:Organization]] 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 [[Organization B:Organization]], appoint a successor Agent which shall be a bank with an office in [[Address A:Address]], or an Affiliate of any such bank. Upon the acceptance of its appointment as Agent hereunder by a successor, such successor shall succeed to and become vested with all the rights, powers, privileges and duties of the retiring Agent, and the retiring Agent shall be discharged from its duties and obligations hereunder. 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 Agent’s resignation hereunder, the provisions of this Article and Section 10.6 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 it was acting as Agent.

Subject to the appointment and acceptance of a successor Agent as provided in this paragraph, the Agent may resign at any time by notifying the [[Lenders:Organization]] and the Company. Upon any such resignation, the Required [[Lenders:Organization]] shall have the right, in consultation with the Company, to appoint a successor. If no successor shall have been so appointed by the Required [[Lenders:Organization]] and shall have accepted such appointment within 30 days after the retiring Agent gives notice of its resignation, then the retiring Agent may, on behalf of the [[Lenders:Organization]], appoint a successor Agent which shall be a bank with an office in [[Address A:Address]], or an Affiliate of any such bank. Upon the acceptance of its appointment as Agent hereunder by a successor, such successor shall succeed to and become vested with all the rights, powers, privileges and duties of the retiring Agent, and the retiring Agent shall be discharged from its duties and obligations hereunder. 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 Agent’s resignation hereunder, the provisions of this Article and [Section 10.6] 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 it was acting as Agent.

Subject to the appointment and acceptance of a successor Agent as provided in this paragraph, the Agent may resign at any time by notifying [[Organization B:Organization]] and the Company. Upon any such resignation, the Required [[Organization B:Organization]] shall have the right, in consultation with the Company, to appoint a successor. If no successor shall have been so appointed by the Required [[Organization B:Organization]] 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 [[Organization B:Organization]], appoint a successor Agent which shall be a bank with an office in [[Address A:Address]], or an Affiliate of any such bank. Upon the acceptance of its appointment as Agent hereunder by a successor, such successor shall succeed to and become vested with all the rights, powers, privileges and duties of the retiring Agent, and the retiring Agent shall be discharged from its duties and obligations hereunder. 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 Agent’s resignation hereunder, the provisions of this Article and Section 10.6 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 it was acting as Agent.

Successor Agent. Agent may resign as Agent upon 45 days notice to the [[Lenders:Organization]]. If Agent resigns under this Agreement, the Required [[Lenders:Organization]] shall appoint, with the consent of Borrower (such consent not to be unreasonably withheld or delayed) or, if # a Payment Default or an Insolvency Default has occurred and is continuing or # any other Event of Default has occurred and has been continuing for a period of at least 30 days, in consultation with Borrower, a successor Agent for the [[Lenders:Organization]]. If no successor Agent is appointed prior to the effective date of the resignation of Agent, Agent may appoint, after consulting with the [[Lenders:Organization]] and with the consent of Borrower (such consent not to be unreasonably withheld or delayed) or, if # a Payment Default or an Insolvency Default has occurred and is continuing or # any other Event of Default has occurred and has been continuing for a period of at least 30 days, in consultation with Borrower, a successor Agent. If Agent has materially breached or failed to perform any material provision of this Agreement or of applicable law, the Required [[Lenders:Organization]] may agree in writing to remove and replace Agent with a successor Agent from among the [[Lenders:Organization]] with the consent of Borrower (such consent not to be unreasonably withheld or delayed). In any such event, upon the acceptance of its appointment as successor Agent hereunder, such successor Agent shall succeed to all the rights, powers, and duties of the retiring Agent and the term “Agent” shall mean such successor Agent and the retiring Agent’s appointment, powers, and duties as Agent shall be terminated. After any retiring Agent’s resignation hereunder as Agent, the provisions of this Article X shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Agent under this Agreement. If no successor Agent has accepted appointment as Agent by the date which is 45 days following a retiring Agent’s notice of resignation, the retiring Agent’s resignation shall nevertheless thereupon become effective and the [[Lenders:Organization]] shall perform all of the duties of Agent hereunder until such time, if any, as the [[Lenders:Organization]] appoint a successor Agent as provided for above.

. Each Agent may resign as such at any time upon at least thirty (30) days’ prior notice to the [[Organization B:Organization]], the Issuing Bank and the Borrower. Upon any such resignation, the Required [[Organization B:Organization]] shall have the right to appoint a successor Agent from among the [[Organization B:Organization]], with the consent of the Borrower (such consent not to be unreasonably withheld, delayed or conditioned and not required if a Default or Event of Default shall have occurred and be continuing). If no successor shall have been so appointed by the Required [[Organization B:Organization]] and no successor shall have accepted such appointment within thirty (30) days after the retiring Agent gives notice of its resignation, then the retiring Agent may, on behalf of the [[Organization B:Organization]] and the Issuing Bank, appoint a successor Agent, with the consent of the Borrower (such consent not to be unreasonably withheld, delayed or conditioned and not required if a Default or Event of Default shall have occurred and be continuing), which successor shall be a commercial banking institution organized under the laws of the United States (or any State thereof) or a United States branch or agency of a commercial banking institution, in each case, having combined capital and surplus of at least $500,000,000; provided that if such retiring Agent is unable to find a commercial banking institution that is willing to accept such appointment and which meets the qualifications set forth above, the retiring Agent’s resignation shall nevertheless thereupon become effective and the retiring (or retired) Agent shall be discharged from its duties and obligations under the Loan Documents, and the [[Organization B:Organization]] shall assume and perform all of the duties of such Agent under the Loan Documents until such time, if any, as the Required [[Organization B:Organization]] appoint a successor Agent.

The Administrative Agent may resign at any time by giving prior written notice thereof to [[Organization B:Organization]] and the Borrower and # the Administrative Agent may be removed upon the prior written notice to the Administrative Agent and the Borrower by the Majority [[Organization B:Organization]]. Such resignation or removal, as the case may be, is to be effective upon the appointment of a successor Administrative Agent or, if no successor Administrative Agent has been appointed, thirty (30) days after such notice of resignation by the retiring Administrative Agent or such notice of removal by the Majority [[Organization B:Organization]], as the case may be. Upon any such resignation or removal, the Majority [[Organization B:Organization]] shall have the right to appoint on behalf of the Borrower and [[Organization B:Organization]], a successor Administrative Agent, which shall be reasonably acceptable to the Borrower (with any institution that is regularly engaged in the business of serving as a non-lender administrative agent for syndicated credit facilities (such as [[Administrative Agent:Organization]]) and any Affiliate of the Arranger, in each case, being deemed reasonably acceptable to the Borrower). The resigning Administrative Agent shall take such actions and execute such documents as reasonably necessary in connection with such resignation or removal, as the case may be (including, without limitation, transfers of all collateral held by such resigning Administrative Agent to the successor Administrative Agent and terminations and/or transfers of rights or control in all collateral related agreements). If no successor Administrative Agent shall have been so appointed by the Majority [[Organization B:Organization]] within twenty (20) days after the resigning Administrative Agent’s giving notice of its intention to resign or the Majority [[Organization B:Organization]] giving their notice of removal, as the case may be, then the resigning Administrative Agent may appoint, on behalf of the Borrower and [[Organization B:Organization]], a successor Administrative Agent. If the Administrative Agent has resigned and no successor Administrative Agent has been appointed, the Majority [[Organization B:Organization]] may perform all the duties of the Administrative Agent hereunder and the Borrower shall make all payments in respect of the Obligations to the applicable Lender and for all other purposes shall deal directly with the Majority [[Organization B:Organization]] until such successor Administrative Agent shall have been appointed as provided herein. No successor Administrative Agent shall be deemed to be appointed hereunder until such successor Administrative Agent has accepted the appointment and such financing statements, or amendments thereto, and such amendments or supplements to the Security Documents, and such other instruments or notices, as may be necessary or desirable, or as the Majority [[Organization B:Organization]] may request, in order to continue the perfection of the Liens granted or purported to be granted by the Security Documents, shall have been executed and filed or recorded, as applicable. Upon the Assumption of any appointment as 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 resigning Administrative Agent. Upon the effectiveness of the resignation of the Administrative Agent, the resigning Administrative Agent shall be discharged from its duties and obligations hereunder and under the Loan Documents; provided that, solely for purposes of maintaining any security interest granted to the Administrative Agent under any Security Document for the benefit of the Secured Parties, the retiring Administrative Agent shall continue to be vested with such security interest as collateral agent for the benefit of the Secured Parties and, in the case of any Collateral in the possession of the Administrative Agent, shall continue to hold such Collateral, in each case until such time as a successor Administrative Agent is appointed and accepts such appointment in accordance with this paragraph and subject to the rights, powers, privileges and duties of the Administrative Agent (it being understood and agreed that the retiring Administrative Agent shall have no duty or obligation to take any further action under any Security Document, including any action required to maintain the perfection of any such security interest). After the effectiveness of the resignation of an Administrative Agent, the provisions of this Article IX shall continue in effect for the benefit of such Administrative Agent in respect of any actions taken or omitted to be taken by it while it was acting as an Administrative Agent hereunder and under the other Loan Documents.

Subject to the appointment and acceptance of a successor [[Administrative Agent:Organization]] as provided in this paragraph, [[Administrative Agent:Organization]] may resign at any time by notifying [[Organization B:Organization]], the Issuing Banks and [[Company:Organization]]. Upon any such resignation, the Required [[Organization B:Organization]] shall have the right, in consultation with [[Company:Organization]] (provided that no consultation with [[Company:Organization]] shall be required if an Event of Default has occurred and is continuing), to appoint a successor. If no successor shall have been so appointed by the Required [[Organization B:Organization]] and shall have accepted such appointment within thirty (30) days after the retiring [[Administrative Agent:Organization]] gives notice of its resignation, then the retiring [[Administrative Agent:Organization]] may, on behalf of [[Organization B:Organization]] and the Issuing Banks, appoint a successor [[Administrative Agent:Organization]] which shall be a bank with an office in New York, New York, or an Affiliate of any such bank. Upon the acceptance of its appointment as [[Administrative Agent:Organization]] hereunder by a successor, such successor shall succeed to and become vested with all the rights, powers, privileges and duties of the retiring [[Administrative Agent:Organization]], and the retiring [[Administrative Agent:Organization]] shall be discharged from its duties and obligations hereunder. The fees payable by any Borrower to a successor [[Administrative Agent:Organization]] shall be the same as those payable to its predecessor unless otherwise agreed between such Borrower and such successor. After [[Administrative Agent:Organization]]’s resignation hereunder, the provisions of this Article and Section 8.03 shall continue in effect for the benefit of such retiring [[Administrative Agent:Organization]], its sub-agents and their respective Related Parties in respect of any actions taken or omitted to be taken by any of them while it was acting as [[Administrative Agent:Organization]].