Pursuant to [Section 10.06] of the Credit Agreement, the Existing Collateral Agent, and the Existing Administrative Agent hereby deliver notice to each of the Lenders, the other Agents, the L/C Issuers (each as defined in the Credit Agreement) and the Borrower that, effective upon earlier to occur of the Outside Date and the Acquisition Closing Date (such earlier date, the “Agency Transfer Date”), # the Existing Collateral Agent hereby resigns as Collateral Agent and # the Existing Administrative Agent hereby resigns as Existing Administrative Agent and as an L/C Issuer, in each case, under the Amended and Restated Credit Agreement and the other Loan Documents (as defined in the Amended and Restated Credit Agreement). The Required Lenders hereby appoint the Successor Collateral Agent as successor Collateral Agent and the Successor Administrative Agent as successor Administrative Agent effective upon the Agency Transfer Date, the Borrowers hereby consent to the Successor Collateral Agent’s appointment as successor Collateral Agent and the Successor Administrative Agent’s appointment as successor Administrative Agent as of the Agency Transfer Date, the Successor Collateral Agent and the Successor Administrative Agent hereby accept such appointment as of the Acquisition Closing Date and the Lenders party hereto irrevocably direct the Existing Collateral Agent and the Existing Administrative Agent to execute the Resignation and Appointment Agreement and the Security Trust Resignation and Appointment Deed on the Agency Transfer Date. In addition, each of the parties hereto agree that effective as of the Agency Transfer Date, # the Successor Collateral Agent and the Successor Administrative Agent shall succeed to the rights, powers and duties of the Existing Collateral Agent and the Existing Administrative Agent, respectively, as set forth in the Amended and Restated Credit Agreement and the other Loan Documents (other than the English Law Documents and as otherwise set forth in the Resignation and Appointment Agreement), # the Existing Collateral Agent shall assign to the Successor Collateral Agent all of its rights, obligations and other interests (other than any of its rights and indemnities which expressly survive the resignation of the Existing Administrative Agent in accordance with [Section 11.04(f)] of the Amended and Restated Credit Agreement) (collectively, the “Collateral Agency Interests”) as the Collateral Agent under the Amended and Restated Credit Agreement and the other Loan Documents (other than the English Law Documents and as otherwise set forth in the Resignation and Appointment Agreement) and effective as of the Agency Transfer Date the Successor Collateral Agent hereby assumes the Collateral Agency Interests, # the Existing Administrative Agent shall assign to the Successor Administrative Agent all of its rights, obligations and other interests (other than any of its rights and indemnities which expressly survive the resignation of the Existing Administrative Agent in accordance with [Section 11.04(f)] of the Amended and Restated Credit Agreement) (collectively, the “Administrative Agency Interests”) as the Existing Administrative Agent under the Amended and Restated Credit Agreement and the other Loan Documents (other than the English Law Documents and as otherwise set forth in the Resignation and Appointment Agreement) and effective as of the Agency Transfer Date the Successor Administrative Agent hereby assumes the Administrative Agency Interests, # the Existing Collateral Agent and the Existing Administrative Agent shall be released from all duties and obligations (other than the English Law Documents and as otherwise set forth in the Resignation and Appointment Agreement) and # any notice requirements in connection with the Resignation and Appointment and the Security Trust Resignation and Appointment Deed (as defined below) are deemed to be satisfied by this Second Amendment and any other time periods or requirements in connection therewith are waived. The Lenders, L/C Issuers, the Company and the other Loan Parties hereby # waive any notice period under [Section 10.06] of the Credit Agreement or [Section 5.3] of the Security Trust Deed required before the resignation by the Existing Collateral Agent and the Existing Administrative Agent may become effective and # authorize each of the Borrower, the Existing Collateral Agent, the Successor Collateral Agent, the Existing Administrative Agent, and the Successor Administrative Agent, to enter into the Resignation and Appointment Agreement and the Security Trust Resignation and Appointment Deed and any instruments and ancillary documents related thereto, and authorize the Existing Collateral Agent, the Successor Collateral Agent, the Existing Administrative Agent, and the Successor Administrative Agent to perform such actions as each of the Existing Collateral Agent and the Successor Collateral Agent, or the Existing Administrative Agent and Successor Administrative Agent, as applicable, determines are necessary thereunder to give effect to this Section 15.

As of the Third Amendment Effective Date (after receipt of the consents of the Existing Required Lenders and effective immediately prior to the amendments contemplated herein[[Borrower:Organization]], # the Resigning Administrative Agent hereby resigns as the Administrative Agent and the Resigning Collateral Agent hereby resigns as the Collateral Agent, in each case, as provided under [Section 9.09] of the Existing Credit Agreement and shall have no further obligations under the Loan Documents in any such capacity; # each of the Resigning Administrative Agent and the Resigning Collateral Agent hereby # except as otherwise provided herein, relinquishes its rights, powers and privileges as Administrative Agent or Collateral Agent, as applicable, under the Loan Documents and # relinquishes its rights to receive any further agency fees for acting as Administrative Agent or Collateral Agent, as applicable, under the Loan Documents; # the undersigned Lenders (constituting the Existing Required Lenders[[Borrower:Organization]] hereby appoint JPMorgan as Administrative Agent and Collateral Agent under the Credit Agreement and the other Loan Documents (in each case, as modified hereby[[Borrower:Organization]]; # the Borrower and the undersigned Lenders hereby waive any notice requirement provided for under the Loan Documents in respect of such resignations or appointment; # the Borrower hereby consents to the appointment of the Successor Administrative Agent and the Successor Collateral Agent and # JPMorgan hereby accepts its appointment as Successor Administrative Agent and Successor Collateral Agent. The parties hereto acknowledge and agree that neither the Successor Administrative Agent nor the Successor Collateral Agent shall bear any responsibility for any actions taken or omitted to be taken by the Resigning Administrative Agent or the Resigning Collateral Agent while it served as Administrative Agent or Collateral Agent, as applicable, under the Existing Credit Agreement and the other Loan Documents, and neither the Resigning Administrative Agent nor the Resigning Collateral Agent shall bear any responsibility for any actions taken or omitted to be taken by the Successor Administrative Agent or the Successor Collateral Agent under the Credit Agreement or any other Loan Document (in each case, as modified hereby[[Borrower:Organization]].

The parties hereto hereby confirm that each of the Successor Administrative Agent and the Successor Collateral Agent succeeds to the rights and obligations of the Administrative Agent and the Collateral Agent, as applicable, under the Credit Agreement and the other Loan Documents (in each case, as modified hereby[[Borrower:Organization]] and becomes vested with all of the rights, powers, privileges and duties of the Administrative Agent and the Collateral Agent, as applicable, under the Credit Agreement and each other Loan Document (in each case, as modified hereby[[Borrower:Organization]], and each of the Resigning Administrative Agent and the Resigning Collateral Agent is discharged from all of its duties and obligations as Administrative Agent and Collateral Agent under the Credit Agreement and the other Loan Documents, in each case, as of the Third Amendment Effective Date.

Each of the Administrative Agent and the Collateral Agent may resign as the Administrative Agent or the Collateral Agent, as applicable, upon thirty (30) days’ notice to the Lenders and the Borrower. If the Administrative Agent or the Collateral Agent resigns under this Agreement, the Required Lenders shall appoint from among the Lenders a successor agent for the Lenders, which successor agent shall be consented to by the Borrower at all times other than during the existence of an Event of Default under [Section 8.01(a), (f) or (g)])])] (which consent of the Borrower shall not be unreasonably withheld or delayed). If no successor agent is appointed prior to the effective date of the resignation of the Administrative Agent or the Collateral Agent, as applicable, the Administrative Agent or the Collateral Agent, as applicable, may appoint, after consulting with the Lenders and the Borrower, a successor agent from among the Lenders. Upon the acceptance of its appointment as successor agent hereunder, the Person acting as such successor agent shall succeed to all the rights, powers and duties of the retiring Administrative Agent or retiring Collateral Agent and the term “Administrative Agent” or “Collateral Agent” shall mean such successor administrative agent or collateral agent and/or Supplemental Agent, as the case may be, and the retiring Administrative Agent’s or Collateral Agent’s appointment, powers and duties as the Administrative Agent or Collateral Agent shall be terminated. After the retiring Administrative Agent’s or the Collateral Agent’s resignation hereunder as the Administrative Agent or the Collateral Agent, the provisions of this Article IX and [Sections 10.04 and 10.05]5] shall inure to its benefit as to any actions taken or omitted to be taken by it while it was the Administrative Agent or the Collateral Agent under this Agreement. If no successor agent has accepted appointment as the Administrative Agent or the Collateral Agent by the date which is thirty (30) days following the retiring Administrative Agent’s or Collateral Agent’s notice of resignation, the retiring Administrative Agent’s or the retiring Collateral Agent’s resignation shall nevertheless thereupon become effective and the Lenders shall perform all of the duties of the Administrative Agent or Collateral Agent hereunder until such time, if any, as the Required Lenders appoint a successor agent as provided for above. Upon the acceptance of any appointment as the Administrative Agent or the Collateral Agent hereunder by a successor 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 desirable, or as the Required Lenders may request, in order to # continue the perfection of the Liens granted or purported to be granted by the Collateral Documents or # otherwise ensure that the requirements of [Sections 6.11 and 6.14]4] are satisfied, the Administrative Agent or the Collateral Agent shall thereupon succeed to and become vested with all the rights, powers, discretion, privileges, and duties of the retiring Administrative Agent or Collateral Agent, and the retiring Administrative Agent or Collateral Agent shall be discharged from its duties and obligations under the Loan Documents. After the retiring Administrative Agent’s or Collateral Agent’s resignation hereunder as the Administrative Agent or the Collateral Agent, the provisions of this Article IX 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 or the Collateral Agent.

The Administrative Agent and the Collateral Agent may resign as Administrative Agent and Collateral Agent, respectively, upon ten (10) days’ notice to the Lenders and the Borrower. If the Administrative Agent or Collateral Agent, as applicable, shall resign as Administrative Agent or Collateral Agent, as applicable, under this Agreement and the other Loan Documents, then the Required Lenders shall appoint from among the Lenders a successor agent for the Lenders, which successor agent shall (unless an Event of Default under Section 8(a) or [Section 8(f)] with respect to the Borrower shall have occurred and be continuing) be subject to approval by the Borrower (which approval shall not be unreasonably withheld or delayed), whereupon such successor agent shall succeed to the rights, powers and duties of the Administrative Agent or Collateral Agent, as applicable, and the term “Administrative Agent” or “Collateral Agent,” as applicable, shall mean such successor agent effective upon such appointment and approval, and the former Administrative Agent’s or Collateral Agent’s, as applicable, rights, powers and duties as Administrative Agent or Collateral Agent, as applicable, shall be terminated, without any other or further act or deed on the part of such former Administrative Agent or Collateral Agent, as applicable, or any of the parties to this Agreement or any holders of the Term Loans. If no successor agent has accepted appointment as Administrative Agent or Collateral Agent, as applicable, by the date that is ten (10) days following a retiring Administrative Agent’s or Collateral Agent’s, as applicable, notice of resignation, the retiring Administrative Agent’s or Collateral Agent’s, as applicable, resignation shall nevertheless thereupon become effective and the Lenders shall assume and perform all of the duties of the Administrative Agent or Collateral Agent, as applicable, hereunder until such time, if any, as the Required Lenders appoint a successor agent as provided for above. After any retiring Administrative Agent’s or Collateral Agent’s, as applicable, resignation as Administrative Agent or retiring Collateral Agent’s resignation as Collateral Agent, as applicable, the provisions of this Section 9 shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Administrative Agent or Collateral Agent, as applicable, under this Agreement and the other Loan Documents.

Section # Resignation, Appointment and Replacement of Administrative Agent, Collateral Agent, L/C Issuer and Swing Line Lender. [[Credit Agreement:Organization]] hereby resigns as Administrative Agent, Collateral Agent, L/C Issuer and Swing Line Lender under the Credit Agreement and the other Loan Documents. Pursuant to Sections 9.09 and 10.07(j[[Borrower:Organization]] of the Credit Agreement, # the Required Lenders accept the resignation of [[Credit Agreement:Organization]] as Administrative Agent, Collateral Agent, L/C Issuer and Swing Line Lender and hereby appoint [[Administrative Agent:Organization]] as Administrative Agent, Collateral Agent, L/C Issuer and Swing Line Lender under the Credit Agreement and the other Loan Documents, # [[Administrative Agent:Organization]] accepts such appointments, # the Borrower consents to such resignations and appointments, # [[Administrative Agent:Organization]] shall succeed to and become vested with all of the rights, powers, privileges and duties of the Administrative Agent, the Collateral Agent, L/C Issuer and Swing Line Lender, # the Required Lenders, each L/C Issuer and the Borrower hereby waive all prior notice requirements related to the resignation by [[Credit Agreement:Organization]] as Administrative Agent, Collateral Agent, L/C Issuer and Swing Line Lender and # the Required Lenders authorize and approve the Agency Agreement (as defined below[[Borrower:Organization]] and such other documents and instruments to be executed and delivered and actions to be taken by [[Credit Agreement:Organization]], in its capacity as the existing Administrative Agent and Collateral Agent, and [[Administrative Agent:Organization]], in its capacity as the successor Administrative Agent and Collateral Agent, to effect the foregoing. The resignation and successor appointments contemplated in this Section 2 shall be effective immediately as of the Amendment No. 9 Effective Date, notwithstanding any otherwise applicable notice provisions set forth in the Credit Agreement. [[Administrative Agent:Organization]], in its individual capacity and in its capacity as the successor Administrative Agent, Collateral Agent, L/C Issuer and Swing Line Lender, shall bear no responsibility or liability for any actions taken or omitted to be taken by [[Credit Agreement:Organization]], in its capacity as Administrative Agent, as Collateral Agent, as L/C Issuer, as Swing Line Lender, or otherwise under the Credit Agreement and the other Loan Documents or the transactions contemplated thereby. [[Credit Agreement:Organization]], in its capacity as Administrative Agent, Collateral Agent, L/C Issuer and Swing Line Lender, shall retain all claims and rights to indemnification under the Credit Agreement and the other Loan Documents to the extent set forth therein for acts, omissions, events or circumstances occurring or existing on or prior to the Amendment No. 9 Effective Date in its capacity as Administrative Agent, Collateral Agent, L/C Issuer and Swing Line Lender under the Credit Agreement and the other Loan Documents.

. Each of the Administrative Agent and the Collateral Agent may resign as the Administrative Agent or the Collateral Agent, as applicable upon thirty (30) days’ notice to the Lenders and the Borrower and if either the Administrative Agent or the Collateral Agent is a Defaulting Lender, the Borrower may remove such Defaulting Lender from such role upon ten (10) days’ notice to the Lenders. If the Administrative Agent or the Collateral Agent resigns under this Agreement or is removed by the Borrower, the Required Lenders shall appoint from among the Lenders a successor agent for the Lenders, which successor agent shall be consented to by the Borrower at all times other than during the existence of an Event of Default under Sections ‎8.01(f) or ‎(g) (which consent of the Borrower shall not be unreasonably withheld or delayed). If no successor agent is appointed prior to the effective date of the resignation or removal of the Administrative Agent or the Collateral Agent, as applicable, the Administrative Agent or the Collateral Agent, as applicable, in the case of a resignation, and the Borrower, in the case of a removal may appoint, after consulting with the Lenders and the Borrower (in the case of a resignation), a successor agent from among the Lenders. Upon the acceptance of its appointment as successor agent hereunder, the Person acting as such successor agent shall succeed to all the rights, powers and duties of the retiring Administrative Agent or retiring Collateral Agent and the term “Administrative Agent” or “Collateral Agent” shall mean such successor administrative agent or collateral agent and/or Supplemental Agent, as the case may be, and the retiring Administrative Agent’s or Collateral Agent’s appointment, powers and duties as the Administrative Agent or Collateral Agent shall be terminated. After the retiring Administrative Agent’s or the Collateral Agent’s resignation or removal hereunder as the Administrative Agent or Collateral Agent, the provisions of this Article 9 and the provisions of Sections ‎10.04 and ‎10.05 shall inure to its benefit as to any actions taken or omitted to be taken by it while it was the Administrative Agent or Collateral Agent under this Agreement. If no successor agent has accepted appointment as the Administrative Agent or the Collateral Agent by the date which is thirty (30) days following the retiring Administrative Agent’s or Collateral Agent’s notice of resignation or ten (10) days following the Borrower’s notice of removal, the retiring Administrative Agent’s or the retiring Collateral Agent’s resignation shall nevertheless thereupon become effective and the Lenders shall perform all of the duties of the Administrative Agent or Collateral Agent hereunder until such time, if any, as the Required Lenders appoint a successor agent as provided for above. Upon the acceptance of any appointment as the Administrative Agent or Collateral Agent hereunder by a successor 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 desirable, or as the Required Lenders may request, in order to # continue the perfection of the Liens granted or purported to be granted by the Collateral Documents or # otherwise ensure that ‎[Section 6.11] is satisfied, the Administrative Agent or Collateral Agent shall thereupon succeed to and become vested with all the rights, powers, discretion, privileges, and duties of the retiring Administrative Agent or Collateral Agent, and the retiring Administrative Agent or Collateral Agent shall be discharged from its duties and obligations under the Loan Documents. After the retiring Administrative Agent’s or Collateral Agent’s resignation hereunder as the Administrative Agent or the Collateral Agent, the provisions of this Article 9 and Sections ‎10.04 and ‎10.05 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 or the Collateral Agent.

In addition to the foregoing, the Administrative Agent may resign as the “collateral agent” at any time by giving thirty (30[[Parent Borrower:Organization]] days’ prior written notice thereof to Lenders and the Parent Borrower. The Administrative Agent shall have the right to appoint a financial institution as the “collateral agent” hereunder, subject to the reasonable satisfaction of the Borrowers and the Required Lenders and the “collateral agent’s” resignation shall become effective on the earlier of # the acceptance of such successor “collateral agent” by the Borrowers and the Required Lenders or # the thirtieth day after such notice of resignation. Upon any such notice of resignation, the Required Lenders shall have the right, upon five (5[[Parent Borrower:Organization]] Business Days’ notice to the Administrative Agent, to appoint a successor “collateral agent”. Upon the acceptance of any appointment as the “collateral agent” hereunder by a successor “collateral agent”, that the successor “collateral agent” shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring “collateral agent” under this Agreement and the Collateral Documents, and the retiring “collateral agent” under this Agreement shall promptly # transfer to such successor “collateral agent” all sums, securities and other items of Collateral held hereunder or under the Collateral Documents, together with all records and other documents necessary or appropriate in connection with the performance of the duties of the successor “collateral agent” under this Agreement and the Collateral Documents, and # execute and deliver to such successor “collateral agent” or otherwise authorize the filing of such amendments to financing statements, and take such other actions, as may be necessary or appropriate in connection with the assignment to such successor “collateral agent” of the security interests created under the Collateral Documents, whereupon such retiring “collateral agent” shall be discharged from its duties and obligations under this Agreement and the Collateral Documents. After any retiring “collateral agent’s” resignation hereunder as the “collateral agent”, the provisions of this Agreement and the Collateral Documents shall inure to its benefit as to any actions taken or omitted to be taken by it under this Agreement or the Collateral Documents while it was the “collateral agent” hereunder.

. Each of the Administrative Agent and the Collateral Agent may at any time give notice of its resignation to the Lenders and Lead Borrower. Upon receipt of any such notice of resignation, the Required Lenders shall have the right, with Lead Borrower’s consent (other than during the existence of an Event of Default under [Section 11.01 or 11.05]5]), 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 consented to by Lead Borrower, to the extent so required) and shall have accepted such appointment within 30 days after the retiring Administrative Agent gives notice of its resignation, then the retiring Administrative Agent or Collateral Agent may, with Lead Borrower’s consent (other than during the existence of an Event of Default under [Section 11.01 or 11.05]5]), on behalf of the Lenders, appoint a successor Administrative Agent or successor Collateral Agent, as applicable, in each case meeting the qualifications set forth above; provided that if the Administrative Agent or the Collateral Agent shall notify Lead Borrower and the Lenders that no qualifying Person has accepted such appointment within such period, then such resignation shall nonetheless become effective in accordance with such notice and # the retiring Administrative Agent or retiring Collateral Agent, as applicable, shall be discharged from its duties and obligations hereunder and under the other Credit Documents (except that in the case of any collateral security held by the Collateral Agent on behalf of the Lenders under any of the Credit Documents, the retiring Collateral Agent shall continue to hold such collateral security solely for purposes of maintaining the Secured Creditors’ security interest thereon until such time as a successor Collateral 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 (with the consent of Lead Borrower, to the extent so required) appoint a successor Administrative Agent as provided for above in this [Section 12.10]. Upon the acceptance of a successor’s appointment as Administrative Agent or as Collateral 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 or Collateral Agent, as applicable, and the retiring Administrative Agent or retiring Collateral Agent, as applicable, shall be discharged from all of its duties and obligations hereunder or under the other Credit Documents (if not already discharged therefrom as provided above in this Section). After the retiring Administrative Agent’s or retiring Collateral Agent’s resignation hereunder and under the other Credit Documents, the provisions of this Section 12 and [Section 13.01] shall continue in effect for the benefit of such retiring Administrative Agent or Collateral Agent, as applicable, 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 Administrative Agent was acting as Administrative Agent.

In addition to the foregoing, Collateral Agent may resign at any time by giving prior written notice thereof to Lenders and the Grantors. Administrative Agent shall have the right to appoint a financial institution as Collateral Agent hereunder, subject to the reasonable satisfaction of Company and the Requisite Lenders and Collateral Agent’s resignation shall become effective on the earliest of # thirty days after delivery of the notice of resignation, # the acceptance of such successor Collateral Agent by Company and the Requisite Lenders or # such other date, if any, agreed to by the Requisite Lenders. Upon any such notice of resignation or any such removal, if a successor Collateral Agent has not already been appointed by the resigning Administrative Agent, then Requisite Lenders shall have the right, upon five Business Days’ notice to Administrative Agent, to appoint a successor Collateral Agent. Until a successor Collateral Agent is so appointed by Requisite Lenders or Administrative Agent, any collateral security held by Collateral Agent for the benefit of the Lenders under any of the Credit Documents shall continue to be held by the resigning Collateral Agent as nominee until such time as a successor Collateral Agent is appointed. Upon the acceptance of any appointment as Collateral Agent hereunder by a successor Collateral Agent, that successor Collateral Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the resigning or removed Collateral Agent under this Agreement and the Collateral Documents, and the resigning or removed Collateral Agent under this Agreement shall promptly # transfer to such successor Collateral Agent all sums, Securities and other items of Collateral held hereunder or under the Collateral Documents, together with all records and other documents necessary or appropriate in connection with the performance of the duties of the successor Collateral Agent under this Agreement and the Collateral Documents, and # execute and deliver to such successor Collateral Agent or otherwise authorize the filing of such amendments to financing statements, and take such other actions, as may be necessary or appropriate in connection with the assignment to such successor Collateral Agent of the security interests created under the Collateral Documents, whereupon such resigning or removed Collateral Agent shall be discharged from its duties and obligations under this Agreement and the Collateral Documents. After any resigning or removed Collateral Agent’s resignation or removal hereunder as Collateral Agent, the provisions of this Agreement and the Collateral Documents shall inure to its benefit as to any actions taken or